American Express Senior Executive Severance Plan



 EXHIBIT 10.31 
 

 
 AMERICAN EXPRESS 
 SENIOR EXECUTIVE SEVERANCE PLAN 
 (As amended and restated effective January 1, 2009) 








 AMERICAN EXPRESS 
 SENIOR EXECUTIVE SEVERANCE PLAN 
 (As amended and restated effective January 1, 2009)

 TABLE OF CONTENTS 
  

					
	Introduction	 		  	1
			
	Article 1	 	Definitions	  	1
			
	Article 2	 	Participation	  	7
			
	Article 3	 	Amount of Benefits	  	9
			
	Article 4	 	Method of Payment	  	12
			
	Article 5	 	Administration of the Plan	  	15
			
	Article 6	 	Adopting Companies and Plan Mergers	  	17
			
	Article 7	 	Amendment and Termination	  	17
			
	Article 8	 	Financial Provisions	  	18
			
	Article 9	 	Liability and Indemnification	  	18
			
	Article 10	 	Miscellaneous	  	19
			
	Schedule A	 	Schedule for Severance Pay Benefits	  	21








 AMERICAN EXPRESS 
 SENIOR EXECUTIVE SEVERANCE PLAN 
 (As amended and restated effective January 1, 2009)

 INTRODUCTION 
 The
Board of Directors of American Express Company established the American Express Senior Executive Severance Plan effective as of January l, l994, to provide for severance benefits for certain eligible executive officers of American Express Company
and its participating subsidiaries whose employment is terminated under certain conditions. Severance benefits under the Plan are to be provided to such eligible executives in exchange for a signed agreement that includes a release of all claims.

 ARTICLE 1 
 DEFINITIONS 
 1.1 “Administration Committee” means the Committee established and appointed by the Board of
Directors or by a committee of the Board of Directors. 
 1.2 “Affiliated Company” means any corporation which is a member
of a controlled group of corporations (determined in accordance with Section 4l4(b) of the Code) of which the Company is a member and any other trade or business (whether or not incorporated) which is controlled by, or under common control
(determined in accordance with Section 4l4(c) of the Code) with the Company, but which is not an Employing Company. 
 1.3
“Annualized Compensation” means, for an Employee for a given year, the Employee’s annualized compensation based upon the annual rate of pay for services provided to the Employing Company for the taxable year of the Employee for
the year preceding the given year in which the Employee has a Separation from Service (adjusted for any increases during the given year that was expected to continue indefinitely if the Employee had not had a Separation from Service), determined in
accordance with Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury Regulations. 
 1.4 “Base Salary” means the regular
basic cash remuneration before deductions for taxes and other items withheld, payable to an Employee for services rendered to an Employing Company, but not including pay for bonuses, incentive compensation, special pay, awards or commissions.

 1.5 “Board of Directors” means the board of directors of the Company. 
 1.6 “Bonus” means annual incentive compensation paid to an Employee over and above Base Salary earned and paid in cash or otherwise
under any executive bonus or sales incentive plan or program of an Employing Company. Annual incentive compensation shall not include incentive compensation with a performance period longer than one year (e.g., performance grant awards), but shall
include restricted stock awards expressly granted in lieu of cash supplemental annual incentive awards. 







 1.7 “Change in Control” means the happening of any of the following: 
 (a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25 percent or more of either (i) the then outstanding common shares of the Company (the
“Outstanding Company Common Shares”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that such beneficial ownership shall not constitute a Change in Control if it occurs as a result of any of the following acquisitions of securities: (A) any acquisition directly from the Company;
(B) any acquisition by the Company or any corporation, partnership, trust or other entity controlled by the Company (a “Subsidiary”); (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any Subsidiary; (D) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities; (E) any acquisition by an individual, entity or group that is permitted to, and
actually does, report its beneficial ownership on Schedule 13-G (or any successor schedule), provided that, if any such individual, entity or group subsequently becomes required to or does report its beneficial ownership on Schedule 13D (or any
successor schedule), then, for purposes of this subsection, such individual, entity or group shall be deemed to have first acquired, on the first date on which such individual, entity or group becomes required to or does so report, beneficial
ownership of all of the Outstanding Company Common Stock and Outstanding Company Voting Securities beneficially owned by it on such date; or (F) any acquisition by any corporation pursuant to a reorganization, merger or consolidation if,
following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of Section 1.7(c) are satisfied. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely
because any Person (the “Subject Person”) became the beneficial owner of 25 percent or more of the Outstanding Company Common Shares or Outstanding Company Voting Securities as a result of the acquisition of Outstanding Company Common
Shares or Outstanding Company Voting Securities by the Company which, by reducing the number of Outstanding Company Common Shares or Outstanding Company Voting Securities, increases the proportional number of shares beneficially owned by the Subject
Person; provided, that if a Change in Control would be deemed to have occurred (but for the operation of this sentence) as a result of the acquisition of Outstanding Company Common Shares or Outstanding Company Voting Securities by the Company, and
after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional Outstanding Company Common Shares or Outstanding Company Voting Securities which increases the percentage of the Outstanding Company
Common Shares or Outstanding Company Voting Securities beneficially owned by the Subject Person, then a Change in Control shall then be deemed to have occurred; or 
 (b) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that
any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board, but excluding, for 

  

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this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation; or 
 (c) The consummation of a reorganization, merger, statutory share exchange, consolidation, or similar corporate transaction involving the Company or any
of its direct or indirect Subsidiaries (each a “Business Combination”), in each case, unless, following such Business Combination, (i) the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately
prior to such Business Combination, continue to represent (either by remaining outstanding or being converted into voting securities of the resulting or surviving entity or any parent thereof) more than 50 percent of the then outstanding shares of
common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination (including, without limitation,
a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (ii) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company, a Subsidiary of such corporation resulting from such Business Combination or any parent or subsidiary thereof, and any Person beneficially owning, immediately prior to such Business Combination, directly or
indirectly, 25 percent or more of the Outstanding Company Common Shares or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25 percent or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination (or any parent thereof) or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and
(iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination (or any parent thereof) were members of the Incumbent Board at the time of the execution of the initial agreement or
action of the Board of Directors providing for such Business Combination; or 
 (d) The consummation of the sale, lease, exchange or other
disposition of all or substantially all of the assets of the Company, unless such assets have been sold, leased, exchanged or disposed of to a corporation with respect to which following such sale, lease, exchange or other disposition (i) more
than 50 percent of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (or any parent thereof) entitled to vote generally in the
election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Shares and Outstanding Company
Voting Securities immediately prior to such sale, lease, exchange or other disposition in substantially the same proportions as their ownership immediately prior to such sale, lease, exchange or other disposition of such Outstanding Company Common
Shares and Outstanding Company Voting Shares, as the case may be, (ii) no Person (excluding the Company and any employee benefit plan (or related trust)) of the Company or a Subsidiary or of such corporation or a subsidiary thereof and any
Person beneficially owning, immediately prior to such sale, lease, exchange or other disposition, directly or indirectly, 25 percent or more of the Outstanding Company 

  

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Common Shares or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25 percent or more of respectively,
the then outstanding shares of common stock of such corporation (or any parent thereof) and the combined voting power of the then outstanding voting securities of such corporation (or any parent thereof) entitled to vote generally in the election of
directors and (iii) at least a majority of the members of the board of directors of such corporation (or any parent thereof) were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board of
Directors providing for such sale, lease, exchange or other disposition of assets of the Company; or 
 (e) Approval by the shareholders of
the Company of a complete liquidation or dissolution of the Company. 
 1.8 “Code” means the Internal Revenue Code of 1986,
as amended from time to time. 
 1.9 “Committee” means the Compensation and Benefits Committee of the Board of Directors or
any successor committee appointed by the Board of Directors. 
 1.10 “Company” means American Express Company, a New York
corporation, its successors and assigns. 
 1.11 “Comparable Position” means a job with the Company, an Employing Company,
an Affiliated Company or successor company at the same or higher Base Salary as an Employee’s current job and at a work location within reasonable commuting distance from an Employee’s home, as determined by such Employee’s Employing
Company. For Employees in the Employing Company’s international expatriate program, Comparable Position means a job with an Employing Company, an Affiliated Company or successor company at the same or higher Base Salary as an Employee’s
current job and at a work location in the Employee’s country of assignment, home country or career base country. 
 1.12
“Completed Years of Service” means the number of full one year periods that have transpired since the Employee’s original date of hire or, in the case of someone who has incurred a break in service, the date of rehire, through
the Employee’s Separation from Service with the Company. 
 1.13 “Constructive Termination” means a Separation from
Service by an Employee from an Employing Company as a result of one or more of the following without the Employee’s written consent within two years after a Change in Control (each of the following, a “Good Reason”): 
 (a) a material reduction in Base Salary, except for across-the-board changes similarly affecting all Employees of the Employing Company and all Employees
of any Person in control of the Employing Company, or any material reduction in the aggregate of the Employee’s annual and long term incentive opportunity, in each case from that in effect immediately prior to the Change in Control; 

 

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 (b) the Employing Company’s requirement that the Employee be based more than 50 miles from the
location at which the Employee was based immediately prior to the Change in Control and which location is more than 35 miles from the Employee’s residence; 
 (c) the assignment to the Employee of any duties that are materially inconsistent with the Employee’s duties prior to the Change in Control; or 
 (d) a significant reduction in the Employee’s position, duties, or responsibilities from those in effect prior to the Change in Control. 

The Employee shall notify the Employing Company within 30 days after the occurrence of an event giving rise to a Good Reason and the Employing Company shall have 30
days to remedy the condition, and if remedied by the Employing Company within such 30-day period, no Good Reason shall exist on account of the remedied event. A “Constructive Termination” is intended to qualify as an involuntary separation
from service for purposes of Section 409A, and this definition of “Constructive Termination” shall be administered and interpreted consistent with such intention. 
 1.14 “Defined Termination” means a Separation from Service of an Employee within two years after a Change in Control that occurs as a
result of either: (a) an Involuntary Termination, or (b) a Constructive Termination. 
 1.15 “Employee” means any
person, at the senior executive level as defined by the Administration Committee, paid through the payroll function of the Employing Company (as opposed to the accounts payable function of the Employing Company) and employed on a regular full-time
basis (i.e., an employee whose scheduled workweek is consistent with the standard workweek schedule of a business unit or department) or regular part-time basis (i.e., an employee who is scheduled to work at least 20 hours per week, but fewer than
the hours of a regular full-time employee) by an Employing Company, who receives from an Employing Company a regular stated compensation and an annual IRS Form W-2; provided, however, that an Employing Company or operating business unit thereof, due
to business, marketplace or employee relations reasons, may, in its sole discretion, by policy exclude from the definition of Employee under the Plan any category or level of employee employed in a non-exempt, exempt or executive level position or
in an initial probationary or trial period of employment. The term “Employee” shall not include any person who has entered into an independent contractor agreement, consulting agreement, franchise agreement or any similar agreement with an
Employing Company, nor the employees of any such person, regardless of whether that person (including his or her employees) is later found to be an employee by any court of law or regulatory authority. 
 1.16 “Employing Company” means the Company and such of its subsidiaries and affiliated companies and other trades or businesses as have
adopted the Plan and have been admitted to participation by the Committee or any one or more of them, and any corporation or other entity succeeding to the rights and assuming the obligations of any such company hereunder in the manner described in
Section 6.1. 
  

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 1.17 “ERISA” means the Employee Retirement Income Security Act of l974, as amended from
time to time. 
 1.18 “Executive Officer” means an employee of the Company or one of its subsidiaries who is in a position
which is designated by the Board of Directors of the Company as a position which is subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there
under in respect of the equity securities of the Company; provided, however, that the Comptroller of the Company (although subject to the above reporting requirements) shall not be deemed to be an Executive Officer. 
 1.19 “Good Cause” means a discontinuance of an Employee’s employment by an Employing Company upon one of the following: 

(a) the Employee’s Willful and continued failure to adequately perform substantially all of the Employee’s duties with the Employing Company;

 (b) the Employee’s Willful engagement in conduct which is demonstrably and materially injurious to the Employing Company or an
affiliate thereof, monetarily or otherwise; or 
 (c) the Employee’s conviction of a felony. 
 1.20 “Involuntary Termination” means any involuntary Separation from Service by an Employee from an Employing Company for reasons other
than Good Cause within two years after a Change in Control. An “Involuntary Termination” is intended to qualify as an involuntary separation from service for purposes of Section 409A, and this definition of “Involuntary
Termination” shall be administered and interpreted consistent with such intention. 
 1.21 “Leave of Absence” means the
period during which an Employee is absent from work pursuant to a leave of absence granted by an Employing Company where such leave of absence does not result in a Separation from Service. 
 1.22 “Mutually Satisfactory Resignation” means an Employee’s resignation where the Employing Company would have terminated the
Employee’s services if the Employee did not voluntarily resign, and the Employee was aware of that fact. A “Mutually Satisfactory Resignation” is intended to qualify as an involuntary separation from service for purposes of
Section 409A, and this definition of “Mutually Satisfactory Resignation” shall be administered and interpreted consistent with such intention. 
 1.23 “Plan” means the American Express Senior Executive Severance Plan, as set forth herein and as hereafter amended from time to time. 
 1.24 “Plan Year” means a calendar year. 
 1.25 “Policy” means the American Express Section 409A Compliance Policy, as amended from time to time, and any successor policy thereto. 
  

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 1.26 “Predecessor Company” means any corporation or unincorporated entity heretofore or
hereafter merged or consolidated with or otherwise absorbed by an Employing Company or any substantial part of the business of which has been or shall be acquired by an Employing Company. 
 1.27 “Retirement” means a Separation from Service that qualifies as a “normal retirement,” as defined in and meeting the terms
and conditions of the American Express Retirement Savings Plan, as amended from time to time, and any successor plan thereto. 
 1.28
“Section 409A” means Section 409A of the Code, and the Treasury Regulations promulgated and other official guidance issued thereunder. 
 1.29 “Section 409A Change in Control” means a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the
assets” of the Employing Company, each as determined in accordance with Section 409A. 
 1.30 “Section 401(a)(17)
Limit” means, with respect to a given year, the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for such year, determined in accordance with
Section 1.409A-1(b)(9)(iii)(A)(2) of the Treasury Regulations. 
 1.31 “Separation from Service” means a
“separation from service” for purposes of Section 409A, as determined in accordance with the Policy. 
 1.32
“Separation Period” means the period of time over which an Employee receives severance benefits under the Plan in substantially equal installment payments, which shall be equal to the number of weeks of severance benefits to which
the Employee is entitled pursuant to Schedule A hereto. 
 1.33 “Willful” means that an act or failure to act on an
Employee’s part is done, or omitted to be done, by the Employee in a manner that is not in good faith, and that is without reasonable belief that such action or omission was in the best interests of an Employing Company. 
 ARTICLE 2 
 PARTICIPATION

 2.1 Eligibility to Receive Benefits. Subject to Section 2.2, each Employee shall be eligible to receive benefits under the
Plan in the event of such Employee’s Separation from Service from an Employing Company for one of the following reasons: 
 (a) reduction
in force; 
 (b) position elimination; 
 (c) office closing; 
 (d) poor performance; 
  

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 (e) Mutually Satisfactory Resignation; 
 (f) relocation of an employee’s current position that does not meet the definition of Comparable Position; or 
 (g) Defined Termination (notwithstanding any provision of Section 2.3). 
 2.2 Limitations on Eligibility. In the event an Employee who is otherwise eligible to receive benefits under the Plan is offered a Comparable
Position (whether the position is accepted or rejected by the Employee), the Employee will not be eligible to receive benefits under the Plan with respect to any resultant Separation from Service. In addition, an Employee is not eligible to receive
benefits under the Plan if the Employee accepts any position in the Company, an Employing Company, an Affiliated Company or successor company (regardless of whether it is a Comparable Position). An Employee who is an Executive Officer and who
otherwise meets the eligibility criteria may only receive benefits under the Plan if approved by the Committee in advance. An Employee who is offered or placed on a temporary layoff status (often referred to as a furlough) with reduced or no pay for
a period of less than six months during which time the Employee continues to participate in certain benefit plans as determined by the Company is not eligible to receive benefits under the Plan. 
 2.3 Ineligibility for Participation. An Employee is ineligible to receive benefits under the Plan in the event his Separation from Service by an
Employing Company for a reason other than those enumerated in Section 2.1, including, but not limited to, the following: 
 (a) voluntary
resignation; 
 (b) failure to report for work; 
 (c) failure to return from leave; 
 (d) return from a Leave of Absence which extends beyond the policy
reinstatement period, if applicable, and no position is available; 
 (e) excessive absenteeism or lateness; 
 (f) merger, acquisition, sale, transfer, outsourcing or reorganization of all or part of the Employing Company or any affiliate thereof where either
(i) a Comparable Position is offered with, or (ii) the Employee accepts any position (regardless of whether it is a Comparable Position) with, a successor company, whether affiliated or unaffiliated with the Employing Company, including an
outside contractor, and whether or not the successor company adopts the Plan; 
 (g) violation of a policy or procedure of the Employing
Company, insubordination, unwillingness to perform the duties of a position, suspected dishonesty, or other misconduct; 
 (h) Retirement,
including the acceptance of any Employing Company sponsored retirement incentive; provided, however, that in the event an Employee is otherwise 

  

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eligible for a severance pay benefit in accordance with Section 2.1 and also eligible for Retirement, the Employee shall be eligible to receive benefits
under the Plan in accordance with Article 3; or 
 (i) death. 
 ARTICLE 3 
 AMOUNT OF BENEFITS 
 3.1 Amount of Benefits. The severance benefit payable to an eligible Employee under the Plan shall be based on his Completed Years of Service and
position with the Company, Employing Company or Affiliated Company. The formula for determining an Employee’s severance benefit payment shall be calculated by first adding together (a) the Employee’s annual Base Salary in effect
immediately prior to the date of Separation from Service and (b) the last annual Bonus paid to the Employee as of the date management tenders to him the Agreement required pursuant to Section 3.5. In the case of a recently hired Employee
who has not yet received a Bonus, the Employee’s designated target Bonus may be used as the Section 3.1(b) portion of the foregoing calculation. The sum of Section 3.1(a) and (b) shall then be divided by 52 to calculate the
weekly severance benefit (the “Weekly Severance Benefit Amount”). The amount of the total severance benefit (the “Gross Severance Benefit Amount”) shall be determined by multiplying the Weekly Severance Benefit Amount by the
number of weeks of severance benefits to which the Employee is entitled pursuant to Schedule A hereto. The number of weeks over which severance benefits are payable under the Plan to any eligible Employee who is not an Executive Officer shall not
exceed 78 weeks, and the number of weeks over which severance benefits are payable under the Plan to any eligible Employee who is an Executive Officer shall not exceed 104 weeks. The total amount of severance calculated pursuant to Schedule A hereto
shall not exceed 78 weeks for Employees who are not Executive Officers or 104 weeks for Executive Officers. 
 3.2 Limitations on
Amount of Severance Benefits. To the extent permissible under Section 409A, benefits payable under the Plan to an Employee shall be inclusive of and offset by any other severance, redundancy or termination payment made by an Employing
Company to the Employee, including, but not limited to, any amounts paid pursuant to federal, state, local or foreign government worker notification (e.g., Worker Adjustment and Retraining Notification Act) or office closing requirements, any
amounts owed the Employee pursuant to a contract with the Employing Company (unless the contract specifically provides otherwise) and amounts paid to an Employee placed in a temporary layoff status (often referred to as a furlough) which immediately
precedes the commencement of the severance payments. 
 3.3 Reemployment. In the event an Employee is reemployed by the Employing
Company or an Affiliated Company within the period covered by the schedule of severance benefits on Schedule A hereto, the severance benefits, if any, that are in excess of the number of weeks between the Separation from Service and the rehire date
shall be repaid by the Employee or withheld by the Employing Company, as the case may be; and any benefits withheld or repaid shall be forfeited by the Employee. In the further event an eligible Employee who is receiving severance benefits under the
Plan is later rehired by an Employing Company or an Affiliated Company, and employment later terminates under conditions making such Employee eligible for severance benefits under the Plan, the amount of the second severance benefit will be based on
such Employee’s actual date of reemployment and not the original date of employment. 
  

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 3.4 Withholding Tax. The Employing Company shall deduct from the amount of any severance benefits
payable under the Plan, any amount required to be withheld by the Employing Company by reason of any law or regulation, for the payment of taxes or otherwise to any federal, state, local or foreign government. In determining the amount of any
applicable tax, the Employing Company shall be entitled to rely on the number of personal exemptions on the official form(s) filed by the Employee with the Employing Company for purposes of income tax withholding on regular wages. 
 3.5 Requirement of Signed Agreement. Receipt of severance benefits under the Plan is conditioned upon the Employee signing an agreement with the
Employee’s Employing Company in a form satisfactory to the Company and in accordance with the requirements of applicable law (the “Agreement”). The Agreement must include a release of claims and may include whatever other terms the
Employing Company deems appropriate, including restrictive covenants. If the terms of the Agreement are found to be legally unenforceable, the Employee must return any severance benefits paid pursuant to Section 3.1 of the Plan plus the value
of any long term incentive awards which vested during the Separation Period; provided, however, that in the event the Employee has a Defined Termination, such restrictive covenants shall: (a) be reasonable under the applicable facts and
circumstances; (b) include the following (i) non-solicitation of customers and employees; (ii) confidentiality of business data; (iii) full release of claims; and (iv) non-denigration of the Company and its affiliates, and
their officers, directors and agents; and (c) not include any non-competition limitations. Notwithstanding anything herein to the contrary, the Company shall, for a period of two years and one day following a Change in Control, be prohibited
from entering into any agreement with an Employee, which contains a more expansive Competitor List (as provided in Paragraph 2 of the “Consent to the Application of Forfeiture and Detrimental Conduct Provisions to Incentive Compensation Plan
Awards”) than that which was in effect for such Employee immediately prior to the date of such Change in Control. If an Employee has already signed the Agreement required by this Section 3.5 prior to the date of a Change in Control, the
Employee is not eligible to receive any benefits that would otherwise be triggered by a Change in Control, except as provided by Section 4.1(g). 
 3.6 Excise Tax. 
 (a) This Section 3.6 shall apply in the event of a Change in Control.

 (b) In the event that any payment or benefit received or to be received by an Employee hereunder in connection with a Change in Control or
such Employee’s Separation from Service (such payments and benefits, excluding the Gross-Up Payment (as hereinafter defined), being hereinafter referred to collectively as the “Payments”), will be subject to the excise tax (the
“Excise Tax”) referred to in Section 4999 of the Code, then (i) in the case of an Employee who is classified in Band 70 (or its equivalent) or above immediately prior to such Change in Control (a “Tier 1
Employee”), the Company shall pay to such Tier 1 Employee, within five days after the expiration of the written-statement period referred to in Section 3.6(d), an additional amount (the “Gross-Up Payment”) such that
the net amount retained by such Tier 1 

  

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Employee, after deduction of any Excise Tax on the Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up
Payment, shall be equal to the Payments, and (ii) in the case of a Tier 1 Employee (in the event clause (i) does not apply) and in the case of any other Employee, the Payments shall be reduced to the extent necessary so that no portion of
the Payments is subject to the Excise Tax but only if (A) the net amount of all Total Payments (as hereinafter defined), as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced
Total Payments), is greater than or equal to (B) the net amount of such Total Payments without any such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the
amount of Excise Tax to which an Employee would be subject in respect of such unreduced Total Payments); provided, however, that the Employee may elect in writing to have other components of his or her Total Payments reduced prior to any reduction
in the Payments hereunder. 
 (c) For purposes of determining whether the Payments will be subject to the Excise Tax, the amount of such
Excise Tax and whether any Payments are to be reduced hereunder: (i) all payments and benefits received or to be received by an Employee in connection with such Change in Control or such Employee’s Separation from Service, whether pursuant
to the terms of the Plan or any other plan, arrangement or agreement with the Company, any Person (as such term is defined in Section 1.7) whose actions result in such Change in Control or any Person affiliated with the Company or such Person
(all such payments and benefits, excluding the Gross-Up Payment and any similar gross-up payment to which a Tier 1 Employee may be entitled under any such other plan, arrangement or agreement, being hereinafter referred to as the “Total
Payments”), shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of the accounting firm which was, immediately prior to the Change in Control, the
Company’s independent auditor, or if that firm refuses to serve, by another qualified firm, whether or not serving as independent auditors, designated by the Administration Committee (the “Firm”), such payments or benefits (in
whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(2)(A) or Section 280G(b)(4)(A) of the Code; (ii) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have
waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (iii) all “excess parachute payments” within the meaning of
Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of the Firm, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the
meaning of Section 280G(b)(4)(B) of the Code) in excess of the Base Amount (within the meaning of Section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; and (iv) the
value of any noncash benefits or any deferred payment or benefit shall be determined by the Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code and regulations or other guidance there under. For purposes of
determining the amount of the Gross-Up Payment in respect of a Tier 1 Employee and whether any Payments in respect of a Employee (other than a Tier 1 Employee) shall be reduced, the Employee shall be deemed to pay federal income tax at the highest
marginal rate of federal income taxation (and state and local income taxes at the highest marginal rate of taxation in the state and locality of such Employee’s residence, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local 

  

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taxes) in the calendar year in which the Gross-Up Payment is to be made (in the case of a Tier 1 Employee) or in which the Payments are made (in the case of
an Employee other than a Tier 1 Employee). The Firm will be paid reasonable compensation by the Company for its services. 
 (d) In the event
that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, then an amount equal to the amount of the excess of the earlier payment over the redetermined amount (the
“Excess Amount”) will be deemed for all purposes to be a loan to the Tier 1 Employee made on the date of the Tier 1 Employee’s receipt of such Excess Amount, which the Tier 1 Employee will have an obligation to repay to the
Company on the fifth business day after demand, together with interest on such amount at the lowest applicable federal rate (as defined in Section 1274(d) of the Code or any successor provision thereto), compounded semi-annually (the
“Section 1274 Rate”) from the date of the Tier 1 Employee’s receipt of such Excess Amount until the date of such repayment (or such lesser rate (including zero) as may be designated by the Firm such that the Excess Amount and
such interest will not be treated as a parachute payment as previously defined). In the event that the Excise Tax is finally determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any
payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), within five business days of such determination, but not later than December 31st of the year following the year in which the Employee remits
the related taxes, the Company will pay to the Tier 1 Employee an additional amount, together with interest thereon from the date such additional amount should have been paid to the date of such payment, at the Section 1274 Rate (or such lesser
rate (including zero) as may be designated by the Firm such that the amount of such deficiency and such interest will not be treated as a parachute payment as previously defined). The Tier 1 Employee and the Company shall each reasonably cooperate
with the other in connection with any administrative or judicial proceedings concerning the amount of any Gross-Up Payment. 
 (e) As soon as
practicable following a Change in Control, but in no event later than 30 days thereafter, the Company shall provide to each Tier 1 Employee and to each other Employee with respect to whom it is proposed that Payments be reduced, a written statement
setting forth the manner in which the Total Payments in respect of such Tier 1 Employee or other Employee were calculated and the basis for such calculations, including, without limitation, any opinions or other advice the Company has received from
the Firm or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). 
 ARTICLE 4 
 METHOD OF PAYMENT 
 4.1 Payment. 
 (a) Except as otherwise provided by this Article 4 or the Plan, the Company shall pay
the Gross Severance Benefit Amount to the Employee during the Separation Period in substantially equal payments in accordance with the normal payroll schedule applicable to the Employee, commencing with the applicable payroll period immediately
following the Employee’s Separation from Service. 
  

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 (b) If the severance benefits provided under the Plan qualify for the involuntary separation pay
exception under Section 409A, the Employee is a “specified employee” (for purposes of Section 409A and as determined in accordance with the Policy) on the date of his Separation from Service, and the total amount of benefits to
be paid to the Employee during the six-month period following his Separation from Service is more than two times the lesser of the Employee’s Annualized Compensation or the Section 401(a)(17) Limit, each for the year in which the
Separation from Service occurs, then: 
 (i) the severance benefits to be paid during the six-month period following the Employee’s
Separation from Service shall be two times the lesser of the Employee’s Annualized Compensation or the Section 401(a)(17) Limit, each for the year in which the Separation from Service occurs, divided by the number of severance payments to
be made during such six-month period (given the normal payroll schedule applicable to the Employee); 
 (ii) the difference between the
amount of the severance benefits actually paid by the Company or Employing Company pursuant to Section 4.1(b)(i) and the amount the Employee would have received during such six-month period but for the application of Section 4.1(b)(i),
shall be paid to the Employee on the first payroll date immediately following the first day of the seventh month following the Employee’s Separation from Service; and 
 (iii) the balance of the severance benefits to be paid for the remainder of the Separation Period following the expiration of the six-month period shall
be paid in accordance with Section 4.1(a). 
 (c) In the event that the severance benefits provided under the Plan do not qualify for
the involuntary separation pay exception under Section 409A and the Employee is a “specified employee” (for purposes of Section 409A and as determined in accordance with the Policy) on the date of his Separation from Service,
then: 
 (i) the amount the Employee would have received during the six-month period following the Employee’s Separation from Service
had the severance benefits been paid in installments in accordance with Section 4.1(a) during such six-month period shall be paid to the Employee in a lump sum on the first payroll date immediately following the first day of the seventh month
following the Employee’s Separation from Service; and 
 (ii) the balance of the severance benefits to be paid for the remainder of the
Separation Period following the expiration of the six-month period shall be paid in accordance with Section 4.1(a). 
 (d) In the event
the Employee has a Defined Termination, and the Change in Control to which the Defined Termination relates qualifies as a Section 409A Change in Control, then: 
 (i) if the Employee is not a “specified employee” (for purposes of Section 409A and as determined in accordance with the Policy) on the date of his Separation from Service, the Employee’s Gross
Severance Benefit Amount will be paid to him in a lump sum within 15 days following the Employee’s Separation from Service; and 
  

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 (ii) if the Employee is a “specified employee” (for purposes of Section 409A and as
determined in accordance with the Policy) on the date of his Separation from Service, the Employee’s Gross Severance Benefit Amount will be paid to him as follows: 
 (1) if the severance benefits provided under the Plan qualify for the involuntary separation pay exception under Section 409A, an amount equal to two times the lesser of the Employee’s Annualized
Compensation or the Section 401(a)(17) Limit, each for the year in which the Separation from Service occurs, shall be paid to him in a lump sum within 15 days following the Employee’s Separation from Service; and 
 (2) the Employee’s Gross Severance Benefit Amount, less the amount, if any, paid to the Employee pursuant to Section 4.1(d)(ii)(1), will be
paid to him in a lump sum on the first day of the seventh month following the Employee’s Separation from Service. 
 (e) Notwithstanding
anything in the Plan to the contrary, if the Employee’s Separation from Service occurs within two years following a Change in Control, then to the extent permissible under Section 409A, the Employee shall continue to be eligible to receive
benefits under the Company’s medical and dental plans for the applicable period as if the Employee were paid severance in installments, such benefits to be substantially identical to the benefits provided immediately prior to the Change in
Control. In the event that the continuation of any such benefits during the six-month period following Separation from Service would result in the imposition of a tax under Section 409A, the Company shall allow the Employee to pay the
out-of-pocket cost of such benefits during such six-month period and the Company will make a lump-sum payment to the Employee in an amount equal to the out-of-pocket costs so paid by the Employee, on the first day of the seventh month following the
Employee’s Separation from Service. 
 (f) Notwithstanding anything in the Plan to the contrary, if the Employee is not a United States
citizen and has not been taxable for US federal income tax purposes as a resident alien at any time during his employment with the Employing Company, then, to the extent it would not result in the imposition of the excise tax or penalty under
Section 409A to the Employee, the Employing Company may pay the Gross Severance Benefit Amount to the Employee in a lump sum or installments, in the Employing Company’s sole discretion. 
 (g) Inactive Employment Status. During the Separation Period, the Employee will remain in an inactive employment status until receipt of such
payments is completed, at which time employment will be terminated. During the Separation Period, to the extent permissible under Section 409A, certain other employee benefits may be continued, payment for which shall be deducted from such
severance payments in accordance with the Employee’s previously elected benefit coverage. During the Separation Period, the Company reserves the right, to the extent permissible under Section 409A, to continue other programs such as the
Incentive Compensation Plan and the Perquisite Program in accordance with its policies, which may be changed or terminated from time to time. Nothing in this Section 4.1(g) shall create a contract to provide such benefits. 
  

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 4.2 Limitations on Severance Payments. In no event shall the period of time during which an
Employee receives severance payments exceed 104 weeks. Nothing in this Section 4.2 shall affect the total number of weeks payable under the Plan pursuant to Schedule A hereto, including, but not limited to, the 104-week maximum payment.

 4.3 Death. In the event an Employee dies before full receipt of severance benefits payable under the Plan, the remaining severance
benefits will be paid to the legal representative of such Employee’s estate in a lump sum after receipt of notice of such death and evidence satisfactory to the Company of the payment or provision for the payment of any estate, transfer,
inheritance or death taxes which may be payable with respect thereto; provided, however, payment must be made within 90 days of the date of the Employee’s death, or such later date permitted by Section 409A. 
 ARTICLE 5 
 ADMINISTRATION OF THE
PLAN 
 5.1 Powers of the Employing Company. The Employing Company shall have such powers, authorities and discretion as are
necessary or appropriate in order to carry out its duties under the Plan, including, but not limited to, the power: 
 (a) to obtain such
information as it shall deem necessary or appropriate in order to carry out its duties under the Plan; 
 (b) to make determinations with
respect to the grounds for termination of employment of any Employee; and 
 (c) to establish and maintain necessary records. 
 5.2 Employing Company Authority. Nothing contained in the Plan shall be deemed to qualify, limit or alter in any manner the Employing
Company’s sole and complete authority and discretion to establish, regulate, determine or modify at any time, the terms and conditions of employment, including, but not limited to, levels of employment, hours of work, the extent of hiring and
employment termination, when and where work shall be done, marketing of its products, or any other matter related to the conduct of its business or the manner in which its business is to be maintained or carried on, in the same manner and to the
same extent as if the Plan were not in existence. 
 5.3 Administration Committee Duties and Powers. The Administration Committee
shall be responsible for the general administration and interpretation of the Plan and the proper execution of its provisions and shall have full discretion to carry out its duties. The Administration Committee shall be the “Administrator”
of the Plan and shall be, in its capacity as Administrator, a “Named Fiduciary,” as such terms are defined or used in ERISA. For the purposes of carrying out its duties as Administrator, the Administration Committee may, in its sole
discretion, allocate its responsibilities under the Plan among its members, and may, in its 

  

 15 








 
sole discretion, designate persons other than members of the Administration Committee to carry out such of its responsibilities under the Plan as it may deem
fit. In addition to the powers of the Administration Committee specified elsewhere in the Plan, the Administration Committee shall have all discretionary powers necessary to discharge its duties under the Plan, including, but not limited to, the
following discretionary powers and duties: 
 (a) to interpret or construe the Plan, and resolve ambiguities, inconsistencies and omissions;

 (b) to make and enforce such rules and regulations and prescribe the use of such forms as it deems necessary or appropriate for the
efficient administration of the Plan; and 
 (c) to decide all questions on appeal concerning the Plan and the eligibility of any person to
receive benefits under the Plan. 
 5.4 Determinations. The determination of the Administration Committee as to any question involving
the general administration and interpretation or construction of the Plan shall be within its sole discretion and shall be final, conclusive and binding on all persons, except as otherwise provided herein or by law. 
 5.5 Claims Review Procedure. Consistent with the requirements of ERISA and the regulations thereunder as promulgated by the Secretary of Labor
from time to time, the following claims review procedure shall be followed with respect to the denial of severance benefits to any Employee: 
 (a) Within 30 days from the date of an Employee’s Separation from Service, the Employing Company shall furnish such Employee either an agreement offering severance benefits under the Plan or notice of such Employee’s ineligibility
for or denial of severance benefits, either in whole or in part. Such notice from the Employing Company will be in writing and sent to the Employee or the legal representative of his estate stating the reasons for such ineligibility or denial and,
if applicable, a description of additional information that might cause a reconsideration by the Administration Committee or its delegate of the decision and an explanation of the Plan’s claims review procedure. In the event such notice is not
furnished within 30 days, any claim for severance benefits shall be deemed denied and the Employee shall be permitted to proceed to Section 5.5(b). 
 (b) Within 60 days after receiving notice of such denial or ineligibility or within 90 days after the Employee’s Separation from Service if no notice is received, the Employee, the legal representative of his
estate or a duly authorized representative may then submit to the Administration Committee a written request for a review of such decision of denial. 
 (c) The Administration Committee will review the claim and within 60 days (or 120 days in special circumstances) provide a written response to the appeal setting forth specific reasons for such decision. In the event
the decision on review is not furnished within such time period, the claim shall be deemed denied. 
  

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 ARTICLE 6 
 ADOPTING COMPANIES AND PLAN MERGERS 
 6.1 Adopting Companies. Any corporation which succeeds
to the business and assets of the Company or any part of its operations, may by appropriate resolution adopt the Plan and shall thereupon succeed to such rights and assume such obligations hereunder as the Company and said corporation shall have
agreed upon in writing. Any corporation which succeeds to the business of any Employing Company other than the Company, or any part of the operations of such Employing Company, may by appropriate resolution adopt the Plan and shall thereupon succeed
to such rights and assume such obligations hereunder as such Employing Company and said corporation shall have agreed upon in writing; provided, however, that such adoption and the terms thereof agreed upon in such writing have been approved by the
Company. 
 ARTICLE 7 
 AMENDMENT AND TERMINATION 
 7.1 Right to Amend or Terminate. The Company reserves the right, by action of the Board
of Directors or the Committee, to amend or terminate the Plan in whole or in part at any time and from time to time, and any amendment or effective date of termination may be given retroactive effect; provided, however, that the Plan may not be
amended or terminated if such amendment or termination would cause the Plan to fail to comply with, or cause an Employee to be subject to tax under, Section 409A. The foregoing sentence to the contrary notwithstanding, for a period of two years
and one day after the date of an occurrence of a Change in Control, neither the Board of Directors nor the Committee may terminate the Plan or amend the Plan in a manner that is detrimental to the rights of any eligible Employee under the Plan
without his or her written consent. 
 7.2 Termination by an Employing Company. Any Employing Company other than the Company may
withdraw from participation in the Plan at any time by delivering to the Administration Committee written notification to that effect signed by such Employing Company’s chief executive officer or his delegate. Withdrawal by any Employing
Company pursuant to this Section 7.2, or complete discontinuance of severance benefits under the Plan by any Employing Company other than the Company, shall constitute termination of the Plan with respect to such Employing Company. The
foregoing sentence to the contrary notwithstanding, neither the Board of Directors nor the Committee may terminate the Plan or amend the Plan in a manner that (a) would cause the Plan to fail to comply with, or cause an Employee to be subject
to tax under, Section 409A; (b) is detrimental to the rights of any eligible Employee of the Plan without his written consent (i) with respect to the provisions of the Plan which become applicable upon a Change in Control, and
(ii) with respect to all provisions of the Plan for a period of two years and one day after the date of a Change in Control. 
 7.3
Limitation on Benefits. In the event any Employing Company withdraws from participation or the Company terminates the Plan as provided in this Article 7, no Employee shall be entitled to receive benefits hereunder for employment either before
or after such action. 
  

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 ARTICLE 8 
 FINANCIAL PROVISIONS 
 8.1 Funding. All severance benefits payable under the Plan shall be
payable and provided for solely from the general assets of the Employing Company in accordance with the Plan, at the time such severance benefits are payable, unless otherwise determined by the Employing Company. The Employing Company shall not be
required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any severance benefits under the Plan. 
 ARTICLE 9 
 LIABILITY AND INDEMNIFICATION 
 9.1 Standard of Conduct. To the extent permitted by ERISA and other applicable law, no member (which term, as used in this Article 9, shall
include any employee of any Employing Company designated to carry out any responsibility of the Administration Committee pursuant to Section 5.3) of the Administration Committee shall be liable for anything done or omitted to be done by him in
connection with the Plan, unless the member failed to act (a) in good faith and (b) for a purpose which such member reasonably believed to be in accordance with the intent of the Plan. The Company or Employing Company as applicable hereby
indemnifies each person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, or against whom any claim or demand is made, by reason of the fact that he, his testator or intestate, was or is a member of the
Administration Committee, against judgments, fines, amounts paid in settlement and reasonable expenses (including attorney’s fees) actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, or as a result
of such claim or demand, if such member of the Administration Committee acted in good faith for a purpose which he reasonably believed to be in accordance with the intent of the Plan and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful. Any reimbursement shall be paid to a member of the Administration Committee in accordance with the Policy. 
 9.2 Presumption of Good Faith. The termination of any such civil or criminal action or proceeding or the disposition of any such claim or demand, by judgment, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any such member of the Administration Committee did not act (a) in good faith and (b) for a purpose which he reasonably believed to be in accordance with the
intent of the Plan. 
 9.3 Successful Defense. A person who has been wholly successful, on the merits or otherwise, in the defense of
a civil or criminal action or proceeding or claim or demand of the character described in Section 9.1 shall be entitled to indemnification as authorized in such Section 9.1. 
 9.4 Unsuccessful Defense. Except as provided in Section 9.3, any indemnification under Section 9.1, unless ordered by a court of
competent jurisdiction, shall be made by the Company only if authorized in the specific case: 
 (a) by the Board of Directors acting by a
quorum consisting of directors who are not parties to such action, proceeding, claim or demand, upon a finding that the member of the Administration Committee has met the standard of conduct set forth in Section 9.1; or 
  

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 (b) if a quorum under Section 9.4(a) is not obtainable with due diligence: 
 (i) by the Board of Directors upon the opinion in writing of independent legal counsel (who may be counsel to any Employing Company) that indemnification
is proper under the circumstances because the standard of conduct set forth in Section 9.1 has been met by such member of the Administration Committee; or 
 (ii) by the shareholders of the Company upon a finding that the member of the Administration Committee has met the standard of conduct set forth in such Section 9.1. 
 9.5 Advance Payments. Expenses incurred in defending a civil or criminal action or proceeding or claim or demand may be paid by the Company or
Employing Company, as applicable, in advance of the final disposition of such action or proceeding, claim or demand, if authorized in the manner specified in Section 9.4, except that, in view of the obligation of repayment set forth in
Section 9.6, there need be no finding or opinion that the required standard of conduct has been met. 
 9.6 Repayment of Advance
Payments. All expenses incurred in defending a civil or criminal action or proceeding, claim or demand, which are advanced by the Company or Employing Company, as applicable, under Section 9.5 shall be repaid upon demand by the Company or
Employing Company in case the person receiving such advance is ultimately found, under the procedures set forth in this Article 9, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by
the Company or Employing Company, as applicable, exceed the indemnification to which he is entitled. 
 9.7 Right to Indemnification.
Notwithstanding the failure of the Company or Employing Company, as applicable, to provide indemnification in the manner set forth in Section 9.4 or 9.5, and despite any contrary resolution of the Board of Directors or of the shareholders in
the specific case, if the member of the Administration Committee has met the standard of conduct set forth in Section 9.1, the person made or threatened to be made a party to the action or proceeding or against whom the claim or demand has been
made, shall have the legal right to indemnification from the Company or Employing Company, as applicable, as a matter of contract by virtue of the Plan, it being the intention that each such person shall have the right to enforce such right of
indemnification against the Company or Employing Company, as applicable, in any court of competent jurisdiction. 
 ARTICLE 10

 MISCELLANEOUS 
 10.1
No Right to Continued Employment. Nothing in the Plan shall be construed as giving any Employee the right to be retained in the employ of any Employing Company or any right to any payment whatsoever, except to the extent of the severance
benefits provided for by 

  

 19 








 
the Plan. Each Employing Company expressly reserves the right to dismiss any Employee at any time and for any reason without liability for the effect which
such dismissal might have upon him as an eligible Employee under the Plan. 
 10.2 Construction. The masculine pronoun shall be
construed to mean the feminine and the singular shall be construed to mean the plural, wherever appropriate herein. Headings in this document are for identification purposes only and do not constitute a part of the Plan. 
 10.3 Governing Law. The Plan shall be governed by and construed in accordance with the substantive laws but not the choice of law rules of the
state of New York, except to the extent that such laws have been superseded by federal law. 
 10.4 Expenses of the Plan. The expenses
of establishment and administration of the Plan shall be paid by the Employing Companies. Any expenses paid by the Company pursuant to this Section 10.4 and indemnification under Article 9 shall be subject to reimbursement by the other
Employing Companies of their proportionate shares of such expenses and indemnification, as determined by the Administration Committee in its sole discretion. 
 10.5 Section 409A. It is intended that the benefits under the Plan are either exempt from, or compliant with, the requirements of Section 409A, so as to prevent the inclusion in gross income of any
benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Employees. The Plan shall be administered and interpreted to the extent possible in
a manner consistent with that intent and the Policy. To the extent that a distribution to an Employee is not exempt from Section 409A and is required to be delayed by six months pursuant to Section 409A, such distribution shall be made no
earlier than the first day of the seventh month following the Employee’s Separation from Service, and the payments that otherwise would have been paid to the Employee during the six-month period immediately following the Employee’s
Separation from Service shall be paid to the Employee in a lump sum on the first day of the seventh month following the Employee’s Separation from Service, or as soon as administratively practicable thereafter, but in no event later than 90
days thereafter. 
 *    *    *    *    * 
  

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 AMERICAN EXPRESS 
 SENIOR EXECUTIVE SEVERANCE PLAN 
 (As amended and restated effective January 1, 2009)

 SCHEDULE A 
 SCHEDULE
FOR SEVERANCE PAY BENEFITS 
  

					
	 Completed Years of Service
	 	 Number of Weekly Severance Benefit Payments

	 	 Employees Who Are Not
Executive
Officers
	 	 Executive Officers

	12 or fewer	 	52	 	104
	13	 	56	 	104
	14	 	60	 	104
	15	 	65	 	104
	16	 	69	 	104
	17	 	73	 	104
	18 or more	 	78 Maximum	 	104 Maximum

  

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