Gilead Sciences, Inc. Severance Plan



 Exhibit 10.60 
 GILEAD SCIENCES, INC. 
 SEVERANCE PLAN 
 Adopted on March 23, 2004, 
 to be effective January 29, 2003 

 Amended and Restated on May 9, 2006, 
 to be effective January 1, 2005 
 Amended and Restated on May 8, 2007 
 to be effective May 8, 2007 
 Amended on February 8, 2008 
 to be effective January 1, 2008 
 Amended on May 7, 2008 
 to be
effective May 7, 2008 







 TABLE OF CONTENTS 
  


					
			
	 I.
	  	 INTRODUCTION
	  	1
			
	 II.
	  	 COMMENCEMENT OF PARTICIPATION
	  	1
			
	 III.
	  	 TERMINATION OF PARTICIPATION
	  	2
			
	 IV.
	  	 SEVERANCE PAY BENEFIT
	  	2
			
	 V.
	  	 TIME AND FORM OF SEVERANCE PAY BENEFIT
	  	5
			
	 VI.
	  	 DEATH OF A PARTICIPANT
	  	7
			
	 VII.
	  	 AMENDMENT AND TERMINATION
	  	7
			
	 VIII.
	  	 NON-ALIENATION OF BENEFITS
	  	8
			
	 IX.
	  	 SUCCESSORS AND ASSIGNS
	  	8
			
	 X.
	  	 LEGAL CONSTRUCTION
	  	9
			
	 XI.
	  	 ADMINISTRATION AND OPERATION OF THE PLAN
	  	9
			
	 XII.
	  	 CLAIMS, INQUIRIES AND APPEALS
	  	10
			
	 XIII.
	  	 BASIS OF PAYMENTS TO AND FROM PLAN
	  	12
			
	 XIV.
	  	 OTHER PLAN INFORMATION
	  	12
			
	 XV.
	  	 STATEMENT OF ERISA RIGHTS
	  	13
			
	 XVI.
	  	 AVAILABILITY OF PLAN DOCUMENTS FOR EXAMINATION
	  	14
			
	 XVII.
	  	 DEFINITIONS
	  	14
			
	 XVIII.
	  	 EXECUTION
	  	19
		
	 APPENDIX A Chief Executive Officer Severance Benefits
	  	20
		
	 APPENDIX B Executive Vice President and Senior Vice President Severance Benefits
	  	25
		
	 APPENDIX C Vice President and Senior Advisor Severance Benefits
	  	30
		
	APPENDIX D Severance Benefits for Eligible Employees other than Chief Executive Officer, Executive Vice President, Senior Vice President, Vice President and Senior
Advisor	  	34

  

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 GILEAD SCIENCES, INC. 
 SEVERANCE PLAN 
 AND 
 SUMMARY PLAN DESCRIPTION 
 (As Amended and Restated Effective May 8, 2007
and As Subsequently Amended Effective 
 January 1, 2008 and May 7, 2008) 
  

	I.	INTRODUCTION 

 The
Gilead Sciences, Inc. Severance Plan (the “Plan”) was originally adopted by the Company effective January 29, 2003, and was subsequently amended and restated effective January 1, 2005. The Plan was further amended and restated on
May 8, 2007 and subsequently amended on February 8, 2008 in order to effect the following: (i) bring the Plan into documentary compliance with Section 409A of the Code and the final Treasury Regulations thereunder and
(ii) incorporate certain transitional relief in accordance with (A) Treasury Notice 2005-1, Q&A-19, as modified by the preamble to the proposed and the final regulations pursuant to Section 409A of the Code, published in the
Federal Register on October 4, 2005 and April 17, 2007, respectively, and (B) Treasury Notice 2007-86. This Plan and Summary Plan Description is effective January 1, 2008 to effect such full documentary compliance under
Section 409A of the Code and replaces all severance or similar plans or programs of the Company previously in effect. The Company has no severance or similar plan or program other than this Plan.1 
 The Plan was further amended on May 7, 2008 to revise the bonus component of the
Severance Pay Benefit formulas in Appendix A, Appendix B and Appendix C to comply with Revenue Ruling 2008-13. Such amendment shall be effective as of May 7, 2008. 
 The purpose of the Plan is to provide a Severance Pay Benefit to certain Eligible Employees whose employment with the Company terminates under certain prescribed circumstances. The Company is the Plan Administrator
for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is intended to comply with the requirements of Section 409A of the Code. 
 Capitalized terms used in this Plan shall have the meaning set forth in Section XVII. 
  

	II.	COMMENCEMENT OF PARTICIPATION 

 An Eligible Employee shall commence
participation in the Plan upon the later of (i) January 29, 2003 or (ii) his or her date of hire. 
  
  

	 1
	 The Triangle Pharmaceuticals, Inc. Severance Plan remained in effect until January 23, 2004 and provided benefits
to employees of Triangle who were involuntarily terminated. 


  

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	III.	TERMINATION OF PARTICIPATION 

 A Participant’s participation in the
Plan shall terminate upon the occurrence of the earliest of the following: 
  

	(a)	The Participant’s employment terminates without meeting the requirements of Section IV(a)(i)(1). 

  

	(b)	The Participant’s employment terminates with a provision of Section IV(a)(ii) being applicable. 

  

	(c)	The Participant fails to meet the requirements of Section IV(a)(i)(2). 

  

	(d)	The Participant has received a complete distribution of his or her Severance Pay Benefit. 

  

	(e)	The Participant ceases to be an Eligible Employee (other than by reason of termination of his or her employment with the Company). 

  

	(f)	The Plan terminates. 

  

	IV.	SEVERANCE PAY BENEFIT 

  

	(a)	Eligibility for Severance Pay Benefit. 

  

	 	(i)	Subject to Section IV(a)(ii), a Participant shall be eligible for a Severance Pay Benefit only if the Participant meets the requirements of Section IV(a)(i)(1) and Section
IV(a)(i)(2). 

  

	 	(1)	The Participant incurs a Separation from Service as a result of an involuntary termination of his or her Employee status by the Company because of a Company-wide or departmental
reorganization or a significant restructuring of the Participant’s job duties; provided, however, that a Participant’s Employee status shall also be deemed to have been involuntarily terminated by the Company if he or she resigns because
of (A) a transfer to a new work location that is more than 50 miles from his or her previous work location, and (B) in the case of a Participant whose Severance Pay Benefit is determined with reference to Appendix A, B or C, a Constructive
Termination (as defined in Section 11(d) of the 2004 Equity Incentive Plan) in conjunction with a Change in Control and within the time specified in Appendix A, B or C, as applicable. 

  

	 	(2)	The Participant executes the Release within the time frame prescribed therein, but in no event more than forty-five (45) days after his or her Separation from Service, and the
period (if any such period is prescribed in the Release) for revoking the execution of the Release under the Older Workers’ Benefit Protection Act, 29 U.S.C. § 626(f), expires without the Participant’s revocation of such Release.


  

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 Under no circumstances shall a Participant be eligible for a Severance Pay Benefit under the Plan if he
or she terminates Employee status for the purpose of accepting employment with the entity that effectuates a Change in Control, its subsidiaries or affiliates. 
  

	 	(ii)	Notwithstanding Section IV(a)(i), a Participant shall be disqualified from receiving a Severance Pay Benefit upon the occurrence of any of the following: 


 

	 	(1)	The Participant voluntarily terminates Employee status for any reason prior to the termination date set by the Company; 

  

	 	(2)	The Participant’s Employee status is terminated by death or for cause (including, without limitation, gross misconduct or dereliction of duty) or for failure to meet
performance goals or objectives as determined by the Company; 

  

	 	(3)	If the Participant is receiving short-term sick leave benefits on the date his or her Employee status terminates, the Participant fails to execute and deliver to the Company, within
thirty (30) days after his or her Separation from Service, a written waiver of any short-term sick leave benefits that might otherwise be payable after such termination of Employee status; 

  

	 	(4)	The Participant terminates Employee status in order to accept employment with an organization that is wholly or partly owned (directly or indirectly) by the Company or an Affiliate;


  

	 	(5)	The Participant accepts any job with a Buyer or Outsourcing Supplier; 

  

	 	(6)	The Participant is offered full-time employment with a Buyer or Outsourcing Supplier at a new work location 50 miles or less from his or her previous work location with the Company
and taking such position would not result in a reduction in his or her Regular Earnings; 

  

	 	(7)	Except in the case of a Severance Pay Benefit payable on account of a Change in Control of the Company, the Participant received a severance benefit in connection with an
acquisition by the Company within 24 months prior to his or her Separation from Service; or 

  

	 	(8)	Except for a Severance Pay Benefit payable on account of a Change in Control of the Company, the Participant has not completed six months of Continuous Service as of the date of his
or her termination of Employee status; provided, however, that, effective May 8, 2007, such service requirement shall not be applicable to Employees who are Vice Presidents or in Grades 21 through 34. 

  

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 The business decisions that may result in a Participant qualifying for a Severance Pay Benefit are
decisions to be made by the Company in its sole discretion. In making these decisions, similarly situated organizations, locations, functions, classifications, and/or Participants need not be treated in the same manner. Each Participant remains an
employee at will, and the date selected by the Company to terminate the Participant’s Employee status is within its sole discretion. 
  

	(b)	Amount of Severance Pay Benefit. 

  

	 	(i)	Subject to Section IV(b)(ii), the Severance Pay Benefit payable to a Participant shall be as set forth in the applicable Appendix: 

  

	 	(1)	Appendix A – Chief Executive Officer. 

  

	 	(2)	Appendix B – Executive Vice Presidents and Senior Vice Presidents. 

  

	 	(3)	Appendix C – Vice Presidents and Senior Advisors. 

  

	 	(4)	Appendix D – All Eligible Employees not covered by Appendix A, B, or C. 

 Senior Advisors covered under Appendix C shall only be eligible for a Severance Pay Benefit in connection with a Change in Control. 
  

	 	(ii)	Notwithstanding Section IV(b)(i), the total Severance Pay Benefit otherwise payable to a Participant under the Plan shall be subject to reduction (but not below zero) as follows:


  

	 	(1)	If a Participant is reemployed by the Company or an Affiliate within the number of weeks after his or her Separation from Service that is equal to the number of weeks taken into
consideration in calculating the Severance Pay Benefit, the total Severance Pay Benefit payable to such Participant shall be reduced to the dollar amount that the Participant’s Regular Earnings would have been for the period from the date of
termination to the date of reemployment. In all cases, the reduced benefit will be based on the Participant’s Regular Earnings used to calculate such Participant’s Severance Pay Benefit under the Plan. A Participant will be considered
“reemployed” under the Plan for purposes of the foregoing repayment provision if he or she is rehired as an Employee or if he or she is retained at a Company facility as or through a contractor for more than a full-time equivalent of more
than 45 work days. 

  

	 	(2)	If a Participant is employed by a Buyer or Outsourcing Vendor within the number of weeks after his or her Separation from Service that is equal to the number of weeks taken into
consideration in calculating the Severance Pay Benefit, the total Severance Pay Benefit payable to such Participant shall be reduced to the dollar amount that the Participant’s Regular Earnings would have been for the period from the date of
termination to the date of employment with the Buyer or Outsourcing Vendor. 

  

 4 








 Section IV(b)(ii)(2) may be waived in writing by the Company in its sole discretion. 
  

	 	(3)	By severance pay or other similar benefits payable under any other plan or policy of the Company or an Affiliate or government required payment (other than unemployment compensation
under United States law), including, but not limited to, any benefit enhancement program adopted as part of a pension plan, but only to the extent the time and form of such alternative payments do not otherwise result in an impermissible
acceleration or deferral under Section 409A of the Code of the Severance Pay Benefit payable under this Plan. 

  

	 	(4)	By any amounts payable pursuant to the Worker Adjustment and Retraining Notification Act (“WARN”) or any other similar federal, state or local statute.


  

	 	(5)	By the amount of any indebtedness to the Company, but only to the extent such offset would not otherwise contravene any applicable limitations of Section 409A of the Code.


  

	(c)	Repayment of the Severance Pay Benefit. 

 If the
Participant has received payment under the Plan in excess of the Severance Pay Benefit, as reduced in accordance with Section IV(b)(ii), the Participant must agree as a condition of reemployment that such excess will be repaid to the Company within
sixty (60) days after the date his or her reemployment commences. 
  

	V.	TIME AND FORM OF SEVERANCE PAY BENEFIT 

  

	(a)	The Severance Pay Benefit for each Participant shall be paid in equal periodic installments over the total number of weeks taken into account in determining the amount of the
Severance Pay Benefit to which such Participant is entitled. Except as set forth below, such installments shall be payable over the applicable period on the regularly scheduled pay dates for the Participant’s former job and location, beginning
with the first such pay date within the sixty (60)-day period measured from the date of his or her Separation from Service on which both (A) the Release delivered by the Participant in accordance with Section IV(a)(i)(2) is effective following
the expiration of any applicable revocation period and (B) any waiver required of the Participant pursuant to Section IV(a)(ii)(3) is delivered to the Company or (if earlier), the last day of such sixty (60)-day period provided such Release and
waiver have each been delivered to the Company within the required time period following the Participant’s Separation from Service, as set forth in Section IV, and have not been revoked. 

  

	(b)	For purposes of Section 409A of the Code, the Severance Pay Benefit shall be deemed to be a series of separate payments, with each installment of the Severance Pay Benefit to
be treated as a separate payment. 

  

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	(c)	Notwithstanding any provision to the contrary in this Section V or any other Section of the Plan, no Severance Pay Benefit that is deemed to constitute “nonqualified deferred
compensation” within the meaning of and subject to Section 409A of the Code shall commence with respect to a Participant until the earlier of (i) the first day of the seventh (7th) month following the date of such
Participant’s Separation from Service or (ii) the date of his or her death, if the Participant is deemed at the time of such Separation from Service to be a Specified Employee and such delayed commencement is otherwise
required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable deferral period, all payments deferred pursuant to this Section V(c) shall be paid in a lump sum to the
Participant, and any remaining Severance Pay Benefit shall be paid in accordance with the schedule described in Section V(a) above. 

  

	(d)	Notwithstanding Section V(c), should a Participant who is a Specified Employee at the time of his or her Separation from Service become entitled to a General Severance Pay Benefit
prior to the occurrence of a Change in Control, then the portion of that Severance Pay Benefit that does not exceed the dollar limit described below and is otherwise scheduled to be paid no later than the last day of the second calendar year
following the calendar year in which his or her Separation from Service occurs will not be subject to any deferred commencement date under Section V(c) and shall be paid to such Participant as it becomes due under Section V(a), provided and
only if such portion qualifies as an involuntary separation pay plan in accordance with the requirements set forth in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. For purposes of this Section V(d), the applicable dollar
limitation will be equal to two (2) times the lesser of (A) the Participant’s annualized compensation (based on his or her annual rate of pay for the taxable year preceding the taxable year of his or her Separation from Service,
adjusted to reflect any increase during that taxable year which was expected to continue indefinitely had such Separation from Service not occurred) or (B) the compensation limit under Section 401(a)(17) of the Code as in effect in the
year of the Separation from Service. To the extent the portion of the Severance Pay Benefit to which such Participant would otherwise be entitled under Section V(a) during the deferral period under Section V(c) exceeds the foregoing dollar
limitation, such excess shall be paid in a lump sum upon the expiration of that deferral period, in accordance with the payment delay provisions of Section V(c), and the remainder of the Severance Pay Benefit (if any) shall be paid in accordance
with the schedule described in Section V(a). In no event, however, shall this Section V(d) be applicable to any Severance Pay Benefit (or any portion thereof) which does not qualify as an involuntary separation pay plan under
Section 1.409A-(b)(9)(iii) of the Treasury Regulations. 

  

	(e)	Notwithstanding any other provision of the Plan to the contrary, no distribution shall be made from the Plan that would constitute an impermissible acceleration of payment as
defined in Section 409A(3) of the Code and the Treasury Regulations thereunder. 

  

	(f)	No interest shall be paid on a Severance Pay Benefit required to be deferred in accordance with the foregoing. 

  

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	VI.	DEATH OF A PARTICIPANT 

 If a Participant dies after
qualifying for a Severance Pay Benefit but before such benefit is completely paid, the balance of the Severance Pay Benefit shall be paid in a lump sum to the Participant’s Beneficiary not later than the later of (i) December 31 of
the year in which the Participant’s death occurred or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the date of the Participant’s death. 
  

	VII.	AMENDMENT AND TERMINATION 

  

	(a)	General Rule. 

 Although the Company expects to continue
the Plan indefinitely, inasmuch as future conditions cannot be foreseen, (subject to Sections VII(b) and (c)) the Company reserves the right to amend or terminate the Plan at any time by action of its board of directors or by action of a committee
or individual(s) acting pursuant to a valid delegation of authority of the board of directors. However, no amendment or termination shall adversely affect the right of a Participant who incurs a Separation from Service prior to the date of such
amendment or termination to: 
  

	 	(i)	receive the unpaid balance of any Severance Pay Benefit that has become payable in accordance with the foregoing provisions of the Plan, with such balance to be paid in accordance
with the provisions of the Plan in effect immediately prior to such amendment or termination; or 

  

	 	(ii)	qualify for a Severance Pay Benefit by the timely execution and delivery of the requisite Release after the date of such amendment or termination. 

  

	(b)	Restrictions on Amendments. 

 Notwithstanding Section
VII(a) of the Plan, and except to the extent required to comply with applicable law, no termination of the Plan and no amendment described below shall be effective if adopted within six months before or at any time after the public announcement of
an event or proposed transaction which would constitute a Change in Control (as such term is defined prior to such amendment); provided, however, that such an amendment or termination of the Plan may be effected, even if adopted after such a public
announcement, if (a) the amendment or termination is adopted after any plans have been abandoned to cause the event or effect the transaction which, if effected, would have constituted the Change in Control, and the event which would have
constituted the Change in Control has not occurred, and (b) within a period of six months after such adoption, no other event constituting a Change in Control has occurred, and no public announcement of a proposed transaction which would
constitute a Change in Control has been made, unless thereafter any plans to effect the Change in Control have been abandoned and the event which would have constituted the Change in Control has not occurred. 
  

 7 








 The amendments prohibited by this Section VII(b) include any amendment which is executed (or would
otherwise become effective) at the request of a third party who effectuates a Change in Control or any amendment which, if adopted and given effect would: 
  

	 	(i)	Deprive any individual who is an Eligible Employee as of the Change in Control of coverage under the Plan as in effect at the time of such amendment; 

  

	 	(ii)	Limit eligibility for or reduce the amount of any Severance Pay Benefit; or 

  

	 	(iii)	Amend Section VII, IX, or the definitions of the terms “Change in Control” or “Successors and Assigns” in Section XVII of the Plan. 

 No person shall take any action that would directly or indirectly have the same effect as any of the prohibited amendments or termination described in
this Section VII(b). 
  

	(c)	No Change in Payment Schedule. 

 Under no circumstances
shall any amendment or termination of the Plan affect or modify the payment schedule in effect for a Participant’s Severance Pay Benefit in a manner which would otherwise result in an impermissible acceleration or deferral of that payment
schedule under Section 409A of the Code. 
  

	(d)	Amendments to Comply with Section 409A of the Code. 

 Notwithstanding any provision of Section VII to the contrary, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Plan as may be necessary to
ensure the Severance Pay Benefits provided under this Plan are made in a manner that qualifies for exemption from, or otherwise complies with, Section 409A of the Code; provided, however, that the Company makes no representation that the
Severance Pay Benefit provided under this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Severance Pay Benefits provided under this Plan.

  

	VIII.	NON-ALIENATION OF BENEFITS 

 To the full extent permitted
by law and except as expressly provided in the Plan, no Severance Pay Benefit shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. 
  

	IX.	SUCCESSORS AND ASSIGNS 

 The Plan shall be binding upon the
Company, its Successors and Assigns. Notwithstanding that the Plan may be binding upon such Successors and Assigns by operation of law, the Company shall require any Successor or Assign to expressly assume and agree to be bound by the Plan in the
same manner and to the same extent that the Company would be if no succession or assignment had taken place. 
  

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	X.	LEGAL CONSTRUCTION 

 This Plan is governed by and shall be
construed in accordance with the Code and ERISA and, to the extent not preempted by ERISA, with the laws of the State of California. 
  

	XI.	ADMINISTRATION AND OPERATION OF THE PLAN 

  

	(a)	Plan Sponsor and Plan Administrator. 

 The Company is the
“Plan Sponsor” and the “Plan Administrator” of the Plan as such terms are used in ERISA. 
  

	(b)	Administrative Power and Responsibility. 

 The Company in
its capacity as Plan Administrator of the Plan is the named fiduciary that has the authority to control and manage the operation and administration of the Plan. The Company shall make such rules, regulations, interpretations, and computations and
shall take such other action to administer the Plan as it may deem appropriate. The Company shall have the sole discretion to interpret the provisions of the Plan and to determine eligibility for benefits pursuant to the objective criteria set forth
in the Plan. In administering the Plan, the Company shall at all times discharge its duties with respect to the Plan in accordance with the standards set forth in section 404(a)(l) of ERISA. The Company may engage the services of such persons or
organizations to render advice or perform services with respect to its responsibilities under the Plan as it shall determine to be necessary or appropriate. Such persons or organizations may include (without limitation) actuaries, attorneys,
accountants and consultants. 
  

	(c)	Review Panel. 

 Upon receipt of a request for review, the
Company shall appoint a Review Panel that shall consist of three or more individuals. The Review Panel shall be the named fiduciary that shall have authority to act with respect to appeals from denial of benefits under the Plan. 
  

	(d)	Service in More Than One Fiduciary Capacity. 

 Any person
or group of persons may serve in more than one fiduciary capacity with respect to the Plan. 
  

	(e)	Performance of Responsibilities. 

 The responsibilities of
the Company under the Plan shall be carried out on its behalf by its officers, employees, and agents. The Company may delegate any of its fiduciary responsibilities under the Plan to another person or persons pursuant to a written instrument that
specifies the fiduciary responsibilities so delegated to each such person. 
  

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	(f)	Employee Communications and Other Plan Activities. 

 In
communications with its employees and in any other activities relating to the Plan, the Company shall comply with the rules, regulations, interpretations, computations, and instructions that were issued to administer the Plan. With respect to
matters relating to the Plan, directors, officers, and employees of the Company shall act on behalf or in the name of the Company in their capacity as directors, officers, and employees and not as individual fiduciaries. 
  

	XII.	CLAIMS, INQUIRIES AND APPEALS 

  

	(a)	Claims for Benefits and Inquiries. 

 All claims for
benefits and all inquiries concerning the Plan or present or future rights to benefits under the Plan, shall be submitted to the Plan Administrator in writing and addressed as follows: “Gilead Sciences, Inc., Plan Administrator under the Gilead
Sciences, Inc. Severance Plan, 333 Lakeside Drive, Foster City, CA 94404 “ or such other location as communicated to the Participant. A claim for benefits shall be signed by the Participant, or if a Participant is deceased, by such
Participant’s spouse or registered domestic partner, designated beneficiary or estate, as the case may be. 
  

	(b)	Denials of Claims. 

 In the event that any claim for
benefits is denied, in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial and of the right to a review thereof. Such written notice shall set forth in a manner calculated to be understood by the claimant,
specific reasons for such denial, specific references to the Plan provision on which such denial is based, a description of any information or material necessary to perfect the claim, an explanation of why such material is necessary, an explanation
of the Plan’s review procedure which includes information on how to appeal the denial and a statement regarding the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
Such written notice shall be given to the claimant within 90 days after the Plan Administrator receives the claim, unless special circumstances require an extension of time of up to an additional 90 days for processing the claim. If such an
extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. This notice of extension shall indicate the special circumstances requiring the
extension of time and the date by which the Plan Administrator expects to render its decision on the claim for benefits. The claimant shall be permitted to appeal such denial in accordance with the Review Procedure set forth below. 
  

	(c)	Review Panel. 

 The Plan Administrator shall appoint a
“Review Panel,” consisting of three or more individuals who may (but need not) be employees of the Company. The Review Panel shall be the named fiduciary that has the authority to act with respect to any appeal from a denial of benefits.

  

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	(d)	Requests for a Review. 

 Any person whose claim for
benefits is denied in whole or in part, or such person’s duly authorized representative, may appeal from such denial by submitting a request for a review of the claim to the Review Panel within 60 days after receiving written notice of such
denial from the Plan Administrator. A request for review shall be in writing and shall be addressed as follows: “Review Panel under the Gilead Sciences, Inc. Severance Plan, 333 Lakeside Drive, Foster City, CA 94404” or such other location
as communicated to the Participant. A request for review shall set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the claimant deems pertinent. As part of the review procedure, the
claimant or the claimant’s duly authorized representative may submit written comments, documents, records and other information related to the claim. The Review Panel will consider all comments, documents, records and other information
submitted by the claimant or the claimant’s duly authorized representative relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The claimant will be provided, upon
request and free of charge, reasonable access to and copies of all documents, records or other information (all of which must not be privileged) relevant to the benefit claim. The Review Panel may require the claimant to submit such additional
facts, documents or other material as it may deem necessary or appropriate in making its review. 
  

	(e)	Decision on Review. 

 The Review Panel shall act on each
request for review and notify the claimant within 60 days after receipt thereof unless special circumstances require an extension of time, up to an additional 60 days, for processing the request. If such an extension for review is required, written
notice of the extension shall be furnished to the claimant within the initial 60-day period. The Review Panel shall give prompt, written notice of its decision to the claimant and to the Plan Administrator. In the event that the Review Panel
confirms the denial of the claim for benefits, in whole or in part, such notice shall set forth, in a manner calculated to be understood by the claimant, the specific reasons for such denial, specific references to the Plan provisions on which the
decision is based, a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the benefit claim, a statement describing any
voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and a statement informing the claimant of his or her right to bring a civil action under ERISA section 502(a). 
  

	(f)	Rules and Procedures. 

 The Review Panel shall establish
such rules and procedures, consistent with the Plan and with ERISA, as it may deem necessary or appropriate in carrying out its responsibilities under this Section XII. The Review Panel may require a claimant who wishes to submit additional
information in connection with an appeal from the denial of benefits to do so at the claimant’s own expense. 
  

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	(g)	Exhaustion of Remedies. 

 No legal action for benefits
under the Plan shall be brought unless and until the claimant: 
  

	 	(i)	has submitted a written claim for benefits in accordance with Section XII(a); 

  

	 	(ii)	has been notified by the Plan Administrator that the claim is denied; 

  

	 	(iii)	has filed a written request for a review of the claim in accordance with Section XII(d); and 

  

	 	(iv)	has been notified in writing that the Review Panel has affirmed the denial of the claim. 

  

	XIII.	BASIS OF PAYMENTS TO AND FROM PLAN 

 All Severance Pay
Benefits under the Plan shall be paid by the Company. The Plan shall be unfunded and benefits hereunder shall be paid only from the general assets of the Company. 
  

	XIV.	OTHER PLAN INFORMATION 

  

	(a)	Plan Identification Numbers. 

 The Employer Identification
Number (EIN) assigned to the Plan Sponsor (Gilead Sciences, Inc.) by the Internal Revenue Service is 94-3047598. The Plan Number (PN) assigned to the Plan by the Plan Sponsor pursuant to instructions of the Internal Revenue Service is 508.

  

	(b)	Ending Date of the Plan’s Fiscal Year. 

 The date of
the end of the year for the purpose of maintaining the Plan’s fiscal records is December 31. 
  

	(c)	Agent for the Service of Legal Process. 

 The agent for the
service of legal process with respect to the Plan is the Secretary of Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404. The service of legal process may also be made on the Plan by serving the Plan Administrator. 
  

	(d)	Plan Sponsor and Administrator. 

 The “Plan
Sponsor” and the “Plan Administrator” of the Plan is Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404; 650-522-5800 or such other location as communicated to the Participant. The Plan Administrator is the named
fiduciary charged with responsibility for administering the Plan. 
  

 12 









	XV.	 STATEMENT OF ERISA RIGHTS 

  

	(a)	As a participant in this Plan (which is a welfare plan sponsored by the Company), you are entitled to the following rights and protection under ERISA: 

  

	(b)	Examine, without charge, at the Plan Administrator’s office and at other specified locations such as work sites, all Plan documents, collective bargaining agreements and copies
of all documents filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure of the Employee Benefits Security Administration. 

  

	(c)	Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.


  

	(d)	In addition to creating rights for Plan Participants, ERISA imposes duties upon the people responsible for the operation of the employee benefit Plan. The people who operate your
Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and Beneficiaries. 

  


	(e)	No one, including your employer, your union, nor any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or
exercising your rights under ERISA. If your claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the claim reviewed and reconsidered.


  

	(f)	Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit
in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the
Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that the Plan fiduciaries misuse the Plan’s money, or if you are
discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court
may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 

  

	(g)	If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should
contact the nearest office of the Employee Benefits Security Administration, U.S. Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor,
200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.


  

 13 









	XVI.	  AVAILABILITY OF PLAN DOCUMENTS FOR EXAMINATION 

 ERISA requires Gilead Sciences, Inc., as the Plan Administrator of a benefit plan sponsored by the Company, to make available for your examination the Plan documents under which the Plan is established and operated. 
 The pertinent Plan documents include official Plan texts and any other documents under which the Plan is established or operated, and applicable
collective bargaining agreements. 
 These Plan documents are available for your examination at the Plan Administrator’s office, 333
Lakeside Drive, Foster City, CA 94404, and at certain other locations such as the Company’s Human Resources offices. 
  

	XVII.	 DEFINITIONS 

  

	(a)	“Affiliate” means a member of the Affiliated Group other than Gilead Sciences, Inc. and any Subsidiary. 

  

	(b)	“Affiliated Group” means the Company and each member of the group of commonly controlled corporations or other businesses that include the Company, as determined in
accordance with Section 414(b) and (c) of the Code and the Treasury Regulations issued thereunder. 

  

	(c)	“Beneficiary” means the person or persons so designated by a Participant. A Participant may change or revoke a designation of a Beneficiary at any time. To be effective,
any designation of a Beneficiary, or any change or revocation thereof, must be made in writing on the prescribed form and must be received by the Company (in a form acceptable to the Company) before the Participant’s death. If a Participant
fails to make a valid designation of a Beneficiary, or if the validly designated Beneficiary is not living when a payment is to be made to such Beneficiary hereunder, the Participant’s Beneficiary shall be the Participant’s spouse or
registered domestic partner if then living or, if not, the Participant’s estate. 

  

	(d)	“Buyer” means an entity that purchases (or has purchased) some or all of the Affiliated Group’s interest applicable to the operation in which the Participant is
employed, or an entity that is a direct or indirect successor in ownership or management of the operation in which the Participant is employed. Notwithstanding the above, Buyer shall not include the entity that effectuates a Change in Control.


  

	(e)	“Change in Control” means an event which constitutes a change in control of the Company as defined in Section 2(i) of the Gilead Sciences, Inc. 2004 Equity Incentive
Plan, as it may be amended from time to time or any successor to such provision. 

  

	(f)	“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. 

  

 14 









	(g)	“Company” means Gilead Sciences, Inc. Where the context requires, “Company” also includes its Subsidiaries, and any of their Successors and Assigns.


  

	(h)	“Continuous Service” means the sum of the following: 

  

	 	(i)	Any period of time during which a person qualifies as an Eligible Employee or, having once so qualified, is on a leave of absence with pay, a paid vacation or holiday or is
receiving benefits under the Company’s short-term disability plan; or; 

  

	 	(ii)	Any other period that constitutes Continuous Service under written rules or procedures adopted from time to time by the Company, subject to such terms and conditions as the Company
may establish; and any period of time while employed by the Company’s Successor or Assigns that that would have constituted Continuous Service if the service had been with the Company prior to the Change in Control. 

 If an Eligible Employee’s Continuous Service is interrupted and the Eligible Employee subsequently returns to a status that constitutes Continuous
Service, such prior Continuous Service shall be disregarded for all purposes of the Plan, except that if an Eligible Employee is reemployed within one year following termination of Continuous Service, all prior Continuous Service and the time period
between the date of termination and reemployment will be considered Continuous Service. 
  

	(i)	“Determination Date” means each December 31. 

  

	(j)	“Eligible Employee” means any common law employee on the U.S. dollar payroll of the Company or any Subsidiary who (i) is not on the payroll of a person other than the
Company or such Subsidiary and is for any reason deemed by the Company or any Subsidiary to be a common law employee of the Company or such Subsidiary; (ii) is not considered by the Company or any Subsidiary in its sole discretion to be an
independent contractor, regardless of whether the individual is in fact a common law employee of the Company or such Subsidiary; and (iii) who at the time of his or her Separation from Service with the Company or such Subsidiary is not on a
Leave of Absence Without Pay. An individual’s status as an Eligible Employee shall be determined by the Company in its sole discretion, and such determination shall be conclusively binding on all persons. Notwithstanding the foregoing,
“Eligible Employee” does not include an employee or former employee of an entity the stock or assets of which are acquired by the Company or any Subsidiary, unless and until the Company’s management determines that the Plan shall be
applicable to such employees or former employees. 

  

	(k)	 “Employer Group” means the Company and each other member of the group of commonly controlled corporations or other businesses that include the Company, as
determined in accordance with Sections 414(b) and (c) of the Code and the Treasury Regulations thereunder, except that in applying Sections 1563(1), (2) and (3) for purposes of determining the controlled group of corporations under
Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase 



  

 15 









	 	 
appears in such sections, and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under
common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury Regulations.



  

	(l)	“Employee” means an individual for so long as he or she is in the employ of at least one member of the Employer Group, subject to the control and direction of the employer
entity as to both the work to be performed and the manner and method of performance. 

  

	(m)	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time-to-time. 

  

	(n)	“Family Leave” means a leave under the Company’s family leave policy. 

  

	(o)	“Leave of Absence Without Pay” means a leave of absence without pay under the Company’s leave of absence policy. 

  

	(p)	“Outsourcing Supplier” means an entity to whom the Company outsources a function performed by Eligible Employees where the Company agrees with such entity in the
outsourcing agreement that it will offer jobs to current Eligible Employees performing that function for the Company. 

  

	(q)	“Participant” means any Eligible Employee who has commenced participation in the Plan pursuant to Section II and whose participation has not terminated pursuant to Section
III. 

  

	(r)	“Plan” means the Gilead Sciences, Inc. Severance Plan. 

  

	(s)	“Plan Administrator” means the Company. 

  

	(t)	“Regular Earnings” means straight-time wages or salary paid to a Participant by any entity within the Employer Group for working a regular work schedule or for a leave of
absence with pay, and shall include any amount that is contributed to any employee benefit plan on behalf of the Participant by any entity within the Employer Group under a salary reduction agreement entered into pursuant to such plan and that is
excluded from the Participant’s gross income under section 125, 132(f), or 402(g) of the Code. 

  

	(u)	“Release” means a Release in the form prescribed by the Company in its sole discretion, pursuant to which the Participant shall waive all employment-related claims in
connection with his or her employment with the Employer Group and the termination of that employment, other than claims for benefits under the actual terms of an employee benefit plan and worker’s compensation. For employees subject to the Age
Discrimination in Employment Act, such Release shall be structured so as to comply with the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. § 626(f). The form of Release may vary among categories of employees and from
employee to employee within any category of employees. 

  

 16 









	(v)	“Severance Pay Benefit” means a benefit provided by the Plan, as determined pursuant to Section IV. 

  

	(w)	“Specified Employee” shall mean a “key employee” (within the meaning of that term under Section 416(i)) of the Code. Effective as of January 1, 2005, a
Specified Employee is an Eligible Employee who, at any time during the twelve (12)-month period ending with the applicable Determination Date, is: 

  

	 	(i)	An officer of the Company having aggregate annual compensation from the Company and/or one or more other Affiliated Companies greater than the compensation limit in effect at the
time under Section 416(i)(1)(A)(i) of the Code, provided that no more than fifty officers of the Company shall be determined to be Specified Employees as of any Determination Date; 

  

	 	(ii)	A five percent owner of the Company or any Affiliated Company; or 

  

	 	(iii)	A one percent owner of the Company or any Affiliated Company who has aggregate annual compensation from the Company and/or one or more other Affiliated Companies of more than
$150,000. 

 If an Eligible Employee is determined to be a Specified Employee on a Determination Date, then such Eligible
Employee shall be considered a Specified Employee for purposes of the Plan during the period beginning on the first April 1 following the Determination Date and ending on the next March 31. 
 For purposes of determining an officer’s compensation when identifying Specified Employees, compensation is defined in accordance with Treas. Reg.
§1.415(c)–2(a), without applying any safe harbor, special timing or other special rules described in Treas. Reg. §§ 1.415(c)–2(d), 2(e) and 2(g). 
  

	(x)	“Subsidiary” means any corporation with respect to which Gilead Sciences, Inc., one or more Subsidiaries, or Gilead Sciences, Inc., together with one or more Subsidiaries,
own not less than 80% of the total combined voting power of all classes of stock entitled to vote, or not less than 80% of the total value of all shares of all outstanding classes of stock. 

  

	(y)	“Successors and Assigns” means a corporation or other entity acquiring all or substantially all the assets and business of the Company (including the Plan) whether by
operation of law or otherwise. 

  

	(z)	“Separation from Service” means the Participant’s cessation of Employee status. For purposes of the Plan, a Separation from Service shall be determined in accordance
with the following standards: 

 A Separation from Service will not be deemed to have occurred if the Participant continues to
provide services to one or more members of the Employer Group (whether as a common-law employee or non-employee consultant or contractor) at an annual rate that is 50% or more of the services rendered, on average, during the immediately preceding
36-months of employment with the Employer Group (or if employed by the Employer Group less than 36 months, such lesser period). 
  

 17 








 A Separation from Service will be deemed to have occurred if the Participant’s service with the
Employer Group (whether as a common-law employee or non-employee consultant or contractor) is permanently reduced to an annual rate that is less than 20% of the services rendered, on average, during the immediately preceding 36 months of employment
with the Employer Group (or if employed by the Employer Group less than 36 months, such lesser period). 
 If such services are permanently
reduced by more than 20% but less than 50% of the average over the prior 36 months (or lesser period), a Separation from Service may be deemed to occur based on the facts and circumstances, including, but not limited to, whether the Participant is
treated as an employee for other purposes, such as participation in employee benefit programs, and whether the Participant is able to perform services for other unrelated entities. 
 In addition to the foregoing, a Separation from Service will not be deemed to have occurred while the Participant is on military leave, sick leave, or
other bona fide leave of absence if the period of such leave does not exceed six months or any longer period for which such Participant’s right to reemployment with one or more members of the Employer Group is provided either by
statute or contract; provided, however, that in the event of a Participant’s leave of absence due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous
period of not less than six (6) months and that causes such individual to be unable to perform his or her duties as an Employee, no Separation from Service shall be deemed to occur during the first twenty-nine (29) months of such leave. If
the period of leave exceeds six (6) months (or twenty-nine (29) months in the event of disability as indicated above) and the Participant’s right to reemployment is not provided either by statute or contract, then such Participant
will be deemed to have a Separation from Service on the first day immediately following the expiration of such six (6)-month or twenty-nine (29)-month period. 
 This definition of Separation from Service shall not be interpreted as limiting the right of the Company or any other member of the Employer Group to terminate the employment of an individual while on military leave,
sick leave or other bona fide leave of absence, to the extent permissible under applicable law. 
  

	(aa)	“2004 Equity Incentive Plan” means the Gilead Sciences, Inc. 2004 Equity Incentive Plan, as it may be amended from time to time or any successor to such provision.


  

	(bb)	“Year of Continuous Service” means the number of days (as defined by the Company in written rules adopted by it from time to time) of Continuous Service, divided by 365. A
Participant’s Severance Pay Benefit calculation shall include both full and any partial Years of Continuous Service. 

  

 18 









	XVIII.	 EXECUTION 

 The Company has caused its
duly-authorized officer to execute the foregoing Plan as amended and restated effective as of May 7, 2008. 
  

			
	GILEAD SCIENCES, INC.
		
	By:	 	/s/ Kristen M. Metza
		 	Kristen M. Metza
		 	Senior Vice President, Human Resources
	
	Date: May 7, 2008


  

 19 








 APPENDIX A 
 Chief Executive Officer 
 Severance Benefits 
  

	A.	Change in Control Severance Pay Benefit. 

 If a Severance
Pay Benefit under Section IV(a)(i) becomes payable either within the 24-month period following a Change in Control or within the applicable period, as specified in the definition thereof in Section 11(d) of the 2004 Equity Incentive Plan, that
precedes such Change in Control (the “Change in Control Period”), the Severance Pay Benefit shall be: 
  

	 	1.	Three times annual Regular Earnings plus three times the average of the annual bonuses paid to the Participant (or otherwise earned but deferred in whole in part) under the
Company’s annual bonus plan applicable to the Participant for the three fiscal years (or such fewer number of complete fiscal years of employment) immediately preceding the fiscal year in which the Participant’s employment terminates.


  

	 	2.	 Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to the provisions of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will provide such continuation coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s
group health plan (or other arrangement as provided herein) until the earlier of (a) the end of the thirty-six (36)-month period following the date of the Participant’s Separation from Service or (b) the date the
Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage which is coincidental with the Participant’s COBRA continuation period, the Company shall pay its share
of the monthly premium (if any) for group health plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of
the employee portion of any monthly premium. Following the completion of such COBRA continuation coverage, the same arrangement shall continue in effect, to the extent such coverage is provided by one more insured group health plans maintained by
the Company for its current and former employees. In the absence of such insured plans, the Participant shall, following the expiration of the COBRA coverage period, obtain medical care insurance for himself or herself and his or her eligible family
members. The Participant shall submit appropriate evidence of each periodic premium paid for such insurance within sixty (60) days after the required premium payment date, and to the extent such premium payment represents the cost of medical
care coverage at a level not greater than the level of coverage in effect for the Participant and his or her eligible family members at the end of the COBRA coverage period, the Company shall within thirty (30) days after such 



  

 20 









	 	 
submission reimburse the Participant for the portion of that premium payment in excess of the monthly premiums the Participant would have paid for the
comparable period of such coverage under the Company’s group health plan had the Participant continued to be covered under such plan. During the period such medical care coverage remains in effect hereunder following the COBRA continuation
period, the following provisions shall govern the arrangement: (a) the amount of medical care expenses or premium payments eligible for reimbursement in any one calendar year of such coverage (or any in-kind medical care coverage provided in
any one calendar year) shall not affect the amount of expenses or premium payments eligible for reimbursement (or the in-kind benefits to be provided) in any other calendar year for which medical care coverage is to be provided hereunder;
(ii) any reimbursement of medical care expenses or premium payments covered hereunder shall be made by the Company as soon as administratively practicable following the incurrence of those expenses or premium payments, but in no event later
than the close of the calendar year following the calendar year in which those expenses or premium payments are made or incurred; and (iii) the right to such continued medical care coverage cannot be liquidated or exchanged for any other
benefit. Further, as a condition of the coverage provided under this section A.2, the Participant will be required to notify the Company upon securing comparable coverage from another employer during such thirty-six (36)-month period. The period of
continuation coverage provided by the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA.



  

	 	3.	Outplacement services for 12 months following the date of Separation from Service. 

  

	 	4.	 An additional payment in an amount such that after payment by the Participant of all taxes (including, without limitation, any income and employment taxes and any
interest and penalties imposed thereon) and the excise tax imposed on such additional payment pursuant to Section 4999 of the Code, there remains an amount equal to the excise tax imposed pursuant to Section 4999 of the Code on the
Severance Pay Benefit and any other payment in the nature of compensation that constitutes a “parachute payment” under Section 280G of the Code (the “Excise Tax”). All calculations required pursuant to this provision shall
be performed by an independent registered public company accounting firm retained by the Company for such purpose and shall be based on information supplied by the Company and the Participant. For any parachute payments occurring at the time of the
Change in Control, the relevant calculations shall be completed within ten (10) business days after the effective date of such Change in Control, and for any parachute payments attributable to the Participant’s Separation from Service, the
calculations shall be completed within ten (10) business days after the effective date of such Separation from Service. Such calculations shall be conclusive and binding on all interested persons. The additional payment resulting from such
calculations shall be made to the Participant within ten (10)



  

 21 









	 	 
business days following the completion of such calculations or (if later) at the time the related Excise Tax is remitted to the appropriate tax authorities.
In the event that the Participant’s actual Excise Tax liability is determined by a Final Determination to be greater than the Excise Tax liability taken into account for purposes of the additional payment initially made to the Participant
pursuant to the preceding provisions of this section A.4, then within forty-five (45) days following that Final Determination, the Participant shall notify the Company of such determination, and a new Excise Tax calculation based upon that
Final Determination shall be made within the next forty-five (45) days. The Company shall make a supplemental tax gross up payment (as calculated in the same manner as the initial payment hereunder) to the Participant attributable to that
excess Excise Tax liability within ten (10) business days following the completion of the applicable calculations or (if later) at the time such excess tax liability is remitted to the appropriate tax authorities. In the event that the
Participant’s actual Excise Tax liability is determined by a Final Determination to be less than the Excise Tax liability taken into account for purposes of the additional payment made to him or her pursuant to the preceding provisions of this
section A.4, then the Participant shall refund to the Company, promptly upon receipt, any federal or state tax refund attributable to the Excise Tax overpayment. For purposes of this section A.4, a “Final Determination” means an
audit adjustment by the Internal Revenue Service that is either (i) agreed to by both the Participant and the Company (such agreement by the Company to be not unreasonably withheld) or (ii) sustained by a court of competent jurisdiction in
a decision with which the Participant and the Company concur or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed. Notwithstanding anything to the contrary in the foregoing, the
additional payment and any supplemental payments under this section A.4 shall be subject to the hold-back provisions of Section V(c) of the Plan, to the extent those payments relate to any amounts and benefits provided hereunder that constitute
parachute payments attributable to the Participant’s Separation from Service. In addition, such additional payment and any supplemental payments shall in no event be made later than the end of the calendar year that follows the calendar year in
which the related taxes are remitted to the appropriate tax authorities, or such other specified time or schedule that may be permitted under Section 409A of the Code. 


  

	B.	Severance Pay Benefit. 

 If a Severance Pay Benefit under
Section IV(a)(i) becomes payable upon completion of six or more months of Continuous Service and at any time other than within the Change in Control Period as defined in paragraph A of the Appendix A, then the Severance Pay Benefit shall be:

  

	 	1.	Two times annual Regular Earnings plus two times the amount determined by multiplying (i) the average of the annual bonuses paid to the Participant (or otherwise earned but
deferred in whole in part) under the Company’s annual bonus plan applicable to the Participant for the three fiscal years (or such fewer number of complete fiscal years of employment) immediately preceding the fiscal year in which the
Participant’s employment terminates by (ii) a fraction the numerator of which is the number of months of employment (rounded to the next whole month) completed by the Participant in the fiscal year in which his or her employment terminates
and the denominator of which is 12. 

  

 22 









	 	2.	 Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such
continuation coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan (or other arrangement as provided herein) until the earlier of (a) the end of the
twenty-four (24) month period following the date of Separation from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage
which is coincidental with the Participant’s COBRA continuation period, the Company shall pay its share of the monthly premium (if any) for group health plan coverage to the same extent it pays for coverage for similarly situated active
employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly premium. Following the completion of such COBRA continuation coverage, the same arrangement shall
continue in effect, to the extent such coverage is provided by one more insured group health plans maintained by the Company for its current and former employees. In the absence of such insured plans, the Participant shall, following the expiration
of the COBRA coverage period, obtain medical care insurance for himself or herself and his or her eligible family members. The Participant shall submit appropriate evidence of each periodic premium paid for such insurance within sixty (60) days
after the required premium payment date, and to the extent such premium payment represents the cost of medical care coverage at a level not greater than the level of coverage in effect for the Participant and his or her eligible family members at
the end of the COBRA coverage period, the Company shall within thirty (30) days after such submission reimburse the Participant for the portion of that premium payment in excess of the monthly premiums the Participant would have paid for the
comparable period of such coverage under the Company’s group health plan had the Participant continued to be covered under such plan. During the period such medical care coverage remains in effect hereunder following the COBRA continuation
period, the following provisions shall govern the arrangement: (a) the amount of medical care expenses or premium payments eligible for reimbursement in any one calendar year of such coverage (or any in-kind medical care coverage provided in
any one calendar year) shall not affect the amount of expenses or premium payments eligible for reimbursement (or the in-kind benefits to be provided) in any other calendar year for which medical care coverage is to be provided hereunder;
(ii) any reimbursement of medical care expenses or premium payments 



  

 23 









	 	 
covered hereunder shall be made by the Company as soon as administratively practicable following the incurrence of those expenses or premium payments, but in
no event later than the close of the calendar year following the calendar year in which those expenses or premium payments are made or incurred; and (iii) the right to such continued medical care coverage cannot be liquidated or exchanged for
any other benefit. Further, as a condition of the coverage provided under this section B.2, the Participant will be required to notify the Company upon securing comparable coverage from another employer during such twenty-four (24)-month period. The
period of continuation coverage provided by the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA.



  

	 	3.	Outplacement services for 12 months following the date of Separation from Service. 

  

 24 








 APPENDIX B 
 Executive Vice President and 
 Senior Vice President 
 Severance Benefits 
  

	A.	Change in Control Severance Pay Benefit. 

 If a Severance
Pay Benefit under Section IV(a)(i) becomes payable either within the 18- month period following a Change in Control or within the applicable period, as specified in the definition thereof in Section 11(d) of the 2004 Equity Incentive Plan, that
precedes such Change in Control (the “Change in Control Period”), the Severance Pay Benefit shall be: 
  

	 	1.	2.5 times annual Regular Earnings, plus 2.5 times the average of the annual bonuses paid to the Participant (or otherwise earned but deferred in whole in part) under the
Company’s annual bonus plan applicable to the Participant for the three fiscal years (or such fewer number of complete fiscal years of employment) immediately preceding the fiscal year in which the Participant’s employment terminates.


  

	 	2.	 Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to the provisions of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will provide such continuation coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s
group health plan (or other arrangement as provided herein) until the earlier of (a) the end of the thirty (30)-month period following the date of Separation from Service or (b) the date the Participant secures comparable group health plan
coverage from another employer. During the period of such continued medical care coverage which is coincidental with the Participant’s COBRA continuation period, the Company shall pay its share of the monthly premium (if any) for group health
plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly premium.
Following the completion of such COBRA continuation coverage, the same arrangement shall continue in effect, to the extent such coverage is provided by one more insured group health plans maintained by the Company for its current and former
employees. In the absence of such insured plans, the Participant shall, following the expiration of the COBRA coverage period, obtain medical care insurance for himself or herself and his or her eligible family members. The Participant shall submit
appropriate evidence of each periodic premium paid for such insurance within sixty (60) days after the required premium payment date, and to the extent such premium payment represents the cost of medical care coverage at a level not greater
than the level of coverage in effect for the Participant and his or her eligible family members at the end of the 



  

 25 









	 	 
COBRA coverage period, the Company shall within thirty (30) days after such submission reimburse the Participant for the portion of that premium payment
in excess of the monthly premiums the Participant would have paid for the comparable period of such coverage under the Company’s group health plan had the Participant continued to be covered under such plan. During the period such medical care
coverage remains in effect hereunder following the COBRA continuation period, the following provisions shall govern the arrangement: (a) the amount of medical care expenses or premium payments eligible for reimbursement in any one calendar year
of such coverage (or any in-kind medical care coverage provided in any one calendar year) shall not affect the amount of expenses or premium payments eligible for reimbursement (or the in-kind benefits to be provided) in any other calendar year for
which medical care coverage is to be provided hereunder; (ii) any reimbursement of medical care expenses or premium payments covered hereunder shall be made by the Company as soon as administratively practicable following the incurrence of
those expenses or premium payments, but in no event later than the close of the calendar year following the calendar year in which those expenses or premium payments are made or incurred; and (iii) the right to such continued medical care
coverage cannot be liquidated or exchanged for any other benefit. Further, as a condition of the coverage provided under this section A.2, the Participant will be required to notify the Company upon securing comparable coverage from another employer
during such thirty (30)-month period. The period of continuation coverage provided by the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family
members) is entitled to receive under COBRA. 


  

	 	3.	Outplacement services for 6 months following the date of Separation from Service. 

  

	 	4.	 An additional payment in an amount such that after payment by the Participant of all taxes (including, without limitation, any income and employment taxes and any
interest and penalties imposed thereon) and the excise tax imposed on such additional payment pursuant to Section 4999 of the Code, there remains an amount equal to the excise tax imposed pursuant to Section 4999 of the Code on the
Severance Pay Benefit and any other payment in the nature of compensation that constitutes a “parachute payment” under Section 280G of the Code (the “Excise Tax”). All calculations required pursuant to this provision shall
be performed by an independent registered public company accounting firm retained by the Company for such purpose and shall be based on information supplied by the Company and the Participant. For any parachute payments occurring at the time of the
Change in Control, the relevant calculations shall be completed within ten (10) business days after the effective date of such Change in Control, and for any parachute payments attributable to the Participant’s Separation from Service, the
calculations shall be completed within ten (10) business days after the effective date of such Separation from Service. Such calculations shall be 



  

 26 









	 	 
conclusive and binding on all interested persons. The additional payment resulting from such calculations shall be made to the Participant within ten
(10) business days following the completion of such calculations or (if later) at the time the related Excise Tax is remitted to the appropriate tax authorities. In the event that the Participant’s actual Excise Tax liability is determined
by a Final Determination to be greater than the Excise Tax liability taken into account for purposes of the additional payment initially made to the Participant pursuant to the preceding provisions of this section A.4, then within forty-five
(45) days following that Final Determination, the Participant shall notify the Company of such determination, and a new Excise Tax calculation based upon that Final Determination shall be made within the next forty-five (45) days. The
Company shall make a supplemental tax gross up payment (as calculated in the same manner as the initial payment hereunder) to the Participant attributable to that excess Excise Tax liability within ten (10) business days following the
completion of the applicable calculations or (if later) at the time such excess tax liability is remitted to the appropriate tax authorities. In the event that the Participant’s actual Excise Tax liability is determined by a Final Determination
to be less than the Excise Tax liability taken into account for purposes of the additional payment made to him or her pursuant to the preceding provisions of this section A.4, then the Participant shall refund to the Company, promptly upon
receipt, any federal or state tax refund attributable to the Excise Tax overpayment. For purposes of this section A.4, a “Final Determination” means an audit adjustment by the Internal Revenue Service that is either (i) agreed to
by both the Participant and the Company (such agreement by the Company to be not unreasonably withheld) or (ii) sustained by a court of competent jurisdiction in a decision with which the Participant and the Company concur or with respect to
which the period within which an appeal may be filed has lapsed without a notice of appeal being filed. Notwithstanding anything to the contrary in the foregoing, the additional payment and any supplemental payments under this section A.4 shall be
subject to the hold-back provisions of Section V(c) of the Plan, to the extent those payments relate to any amounts and benefits provided hereunder that constitute parachute payments attributable to the Participant’s Separation from Service. In
addition, such additional payment and any supplemental payments shall in no event be made later than the end of the calendar year that follows the calendar year in which the related taxes are remitted to the appropriate tax authorities, or such
other specified time or schedule that may be permitted under Section 409A of the Code. 


  

	B.	Severance Pay Benefit. 

 If a Severance Benefit under
Section IV(a)(i) becomes payable upon completion of six or more months of Continuous Service and at any time other than within the Change in Control Period as defined in paragraph A of this Appendix B, then the Severance Pay Benefit shall be:

  

	 	1.	1.5 times annual Regular Earnings plus 1.0 times the amount determined by multiplying (i) the average of the annual bonuses paid to the Participant (or otherwise earned but
deferred in whole in part) under the Company’s annual bonus plan applicable to the Participant for the three fiscal years (or such fewer number of complete fiscal years of employment) immediately preceding the fiscal year in which the
Participant’s employment terminates by (ii) a fraction the numerator of which is the number of months of employment (rounded to the next whole month) completed by the Participant in the fiscal year in which his or her employment terminates
and the denominator of which is 12. 

  

 27 









	 	2.	 Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such
continuation coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan (or other arrangement as provided herein) until the earlier of (a) the end of the
eighteen (18)-month period following the date of Separation from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage which is
coincidental with the Participant’s COBRA continuation period, the Company shall pay its share of the monthly premium (if any) for group health plan coverage to the same extent it pays for coverage for similarly situated active employees;
provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly premium. Following the completion of such COBRA continuation coverage, the same arrangement shall continue in
effect, to the extent such coverage is provided by one more insured group health plans maintained by the Company for its current and former employees. In the absence of such insured plans, the Participant shall, following the expiration of the COBRA
coverage period, obtain medical care insurance for himself or herself and his or her eligible family members. The Participant shall submit appropriate evidence of each periodic premium paid for such insurance within sixty (60) days after the
required premium payment date, and to the extent such premium payment represents the cost of medical care coverage at a level not greater than the level of coverage in effect for the Participant and his or her eligible family members at the end of
the COBRA coverage period, the Company shall within thirty (30) days after such submission reimburse the Participant for the portion of that premium payment in excess of the monthly premiums the Participant would have paid for the comparable
period of such coverage under the Company’s group health plan had the Participant continued to be covered under such plan. During the period such medical care coverage remains in effect hereunder following the COBRA continuation period, the
following provisions shall govern the arrangement: (a) the amount of medical care expenses or premium payments eligible for reimbursement in any one calendar year of such coverage (or any in-kind medical care coverage provided in any one
calendar year) shall not affect the amount of expenses or premium payment eligible for reimbursement (or the in-kind benefits to be provided) in any other calendar year for which medical care coverage is to be provided hereunder; (ii) any
reimbursement of medical care expenses or premium payments covered hereunder shall be made by the Company as soon as administratively practicable following the incurrence of those expenses or premium payments, but in no event 



  

 28 









	 	 
later than the close of the calendar year following the calendar year in which those expenses or premium payments are made or incurred; and (iii) the
right to such continued medical care coverage cannot be liquidated or exchanged for any other benefit. Further, as a condition of the coverage provided under this section B.2, the Participant will be required to notify the Company upon securing
comparable coverage from another employer during such eighteen (18)-month period. The period of continuation coverage provided by the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable,
the Participant’s eligible family members) is entitled to receive under COBRA. 


  

	 	3.	Outplacement services for 6 months following the date of Separation from Service. 

  

 29 








 APPENDIX C 
 Vice President and Senior Advisor 
 Severance Benefits 
  

	A.	Change in Control Severance Pay Benefit – For All Vice Presidents and Senior Advisors. 

 If a Severance Pay Benefit under Section IV(a)(i) becomes payable either within the 12-month period following a Change in Control or within the applicable
period, as specified in the definition thereof in Section 11(d) of the 2004 Equity Incentive Plan, that precedes such Change in Control (the “Change in Control Period”), the Severance Pay Benefit shall be: 
  

	 	1.	1.5 times annual Regular Earnings, plus 1.5 times the average of the annual bonuses paid to the Participant (or otherwise earned but deferred in whole in part) under the
Company’s annual bonus plan applicable to the Participant for the three fiscal years (or such fewer number of complete fiscal years of employment) immediately preceding the fiscal year in which the Participant’s employment terminates.


  

	 	2.	Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to the provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”), the Company will provide such continuation coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan
until the earlier of (a) the end of the eighteen (18)-month period following the date of Separation from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such
continued medical care coverage (which is coincidental with the Participant’s COBRA continuation period), the Company shall pay its share of the monthly premium (if any) for group health plan coverage to the same extent it pays for coverage for
similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly premium. Further, as a condition of the coverage provided under this
section A.2, the Participant will be required to notify the Company upon securing comparable coverage from another employer during such eighteen (18)-month period. The period of continuation coverage provided by the Company shall reduce the number
of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under the COBRA. 

  

	 	3.	Outplacement services for 6 months following the date of Separation from Service. 

  

 30 









	 	4.	An additional payment in an amount such that after payment by the Participant of all taxes (including, without limitation, any income and employment taxes and any interest and
penalties imposed thereon) and the excise tax imposed on such additional payment pursuant to Section 4999 of the Code, there remains an amount equal to the excise tax imposed pursuant to Section 4999 of the Code on the Severance Pay
Benefit and any other payment in the nature of compensation that constitutes a “parachute payment” under Section 280G of the Code (the “Excise Tax”). All calculations required pursuant to this provision shall be performed by
an independent registered public company accounting firm retained by the Company for such purpose and shall be based on information supplied by the Company and the Participant. For any parachute payments occurring at the time of the Change in
Control, the relevant calculations shall be completed within ten (10) business days after the effective date of such Change in Control, and for any parachute payments attributable to the Participant’s Separation from Service, the
calculations shall be completed within ten (10) business days after the effective date of such Separation from Service. Such calculations shall be conclusive and binding on all interested persons. The additional payment resulting from such
calculations shall be made to the Participant within ten (10) business days following the completion of such calculations or (if later) at the time the related Excise Tax is remitted to the appropriate tax authorities. In the event that the
Participant’s actual Excise Tax liability is determined by a Final Determination to be greater than the Excise Tax liability taken into account for purposes of the additional payment initially made to the Participant pursuant to the preceding
provisions of this section A.4, then within forty-five (45) days following that Final Determination, the Participant shall notify the Company of such determination, and a new Excise Tax calculation based upon that Final Determination shall
be made within the next forty-five (45) days. The Company shall make a supplemental tax gross up payment (as calculated in the same manner as the initial payment hereunder) to the Participant attributable to that excess Excise Tax liability
within ten (10) business days following the completion of the applicable calculations or (if later) at the time such excess tax liability is remitted to the appropriate tax authorities. In the event that the Participant’s actual Excise Tax
liability is determined by a Final Determination to be less than the Excise Tax liability taken into account for purposes of the additional payment made to him or her pursuant to the preceding provisions of this section A.4, then the
Participant shall refund to the Company, promptly upon receipt, any federal or state tax refund attributable to the Excise Tax overpayment. For purposes of this section A.4, a “Final Determination” means an audit adjustment by the
Internal Revenue Service that is either (i) agreed to by both the Participant and the Company (such agreement by the Company to be not unreasonably withheld) or (ii) sustained by a court of competent jurisdiction in a decision with which
the Participant and the Company concur or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed. 

  

 31 








 Notwithstanding anything to the contrary in the foregoing, the additional payment and any supplemental
payments under this section A.4 shall be subject to the hold-back provisions of Section V(c) of the Plan, to the extent those payments relate to any amounts and benefits provided hereunder that constitute parachute payments attributable to the
Participant’s Separation from Service. In addition, such additional payment and any supplemental payments shall in no event be made later than the end of the calendar year that follows the calendar year in which the related taxes are remitted
to the appropriate tax authorities, or such other specified time or schedule that may be permitted under Section 409A of the Code. 
  

	B.	Severance Pay Benefit for Vice Presidents with at least Six Months of Continuous Service. 

 For Vice Presidents who have completed six or more months of Continuous Service at the time they become eligible for a severance benefit under Section IV(a)(i), if the Severance Pay Benefit becomes payable at any
time other than the Change in Control Period as defined in paragraph A of this Appendix C, then the Severance Pay Benefit shall be: 
  

	 	1.	1.0 times annual Regular Earnings. 

  

	 	2.	Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such continuation
coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan until the earlier of (a) the end of the twelve (12)-month period following the date of Separation
from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage, the Company shall pay its share of the monthly premium (if any) for
group health plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly
premium. Further, as a condition of the coverage provided under this section B.2, the Participant will be required to notify the Company upon securing comparable coverage from another employer during such twelve (12)-month period. The period of
continuation coverage provided by the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA.


  

	 	3.	Outplacement services for 6 months following the date of Separation from Service. 

  

 32 









	C.	Severance Pay Benefit for Vice Presidents with less than Six Months of Continuous Service. 

 For Vice Presidents who have not completed six or more months of Continuous Service but are otherwise eligible for a severance benefit under
Section IV(a)(i), if the Severance Pay Benefit becomes payable at any time other than the Change in Control Period as defined in paragraph A of this Appendix C, then the Severance Pay Benefit shall be: 
  

	 	1.	4 months of Regular Earnings. 

  

	 	2.	Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such continuation
coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan until the earlier of (a) the end of the four (4)-month period following the date of Separation
from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage, the Company shall pay its share of the monthly premium (if any) for
group health plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly
premium. Further, as a condition of the coverage provided under this section C.2, the Participant will be required to notify the Company upon securing comparable coverage from another employer during such four (4)-month period. The period of
continuation coverage provided by the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA.


  

	 	3.	Outplacement services for 1 month following the date of Separation from Service. 

 Senior Advisors shall not be entitled to any benefits under Sections B and C of this Appendix C. 
  

 33 








 APPENDIX D 
 Severance Benefits for Eligible Employees 
 other than Chief Executive Officer, 
 Executive Vice President, Senior Vice President, 
 Vice President and Senior Advisor 
 This Appendix is effective for covered individuals who cease Employee status on or after May 8,
2007, unless they have a pre-existing contract providing a different level of severance pay. 
  

	A.	Change in Control Severance Pay Benefit. 

 If a Severance
Pay Benefit under Section IV(a)(i) becomes payable within the 12-month period following a Change in Control (the “Change in Control Period”), then regardless of the period of Continuous Service the Severance Pay Benefit shall be:

  

	 	1.	Eligible Employees in Grades 31 through 34: 

  

	 	1.	Three weeks of Regular Earnings times Years of Continuous Service, with a maximum of 52 weeks of Regular Earnings and a minimum of 22 weeks of Regular Earnings.


  

	 	2.	Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to the provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”), the Company will provide such continuation coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan
until the earlier of (a) the end of the severance payment period following the date of Separation from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such
continued medical care coverage, the Company shall pay its share of the monthly premium (if any) for group health plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, that such payment
shall be contingent upon the Participant’s timely payment of the employee portion of any monthly premium. Further, as a condition of such coverage, the Participant will be required to notify the Company upon securing comparable coverage from
another employer during the severance payment period. The period of continuation coverage provided by the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s
eligible family members) is entitled to receive under COBRA. 

  

	 	3.	Outplacement services for 6 months following the date of Separation from Service. 

  

 34 









	 	2.	Eligible Employees in Grades 25 through 30: 

  

	 	a.	Three weeks of Regular Earnings times Years of Continuous Service, with a maximum of 39 weeks of Regular Earnings and a minimum of 13 weeks of Regular Earnings.


  

	 	b.	Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such continuation
coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan until the earlier of (a) the end of the severance payment period following the date of Separation
from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage, the Company shall pay its share of the monthly premium (if any) for
group health plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly
premium. Further, as a condition of such coverage, the Participant will be required to notify the Company upon securing comparable coverage from another employer during the severance payment period. The period of continuation coverage provided by
the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA. 

  

	 	c.	Outplacement services for 3 months following the date of Separation from Service. 

  

	 	3.	Eligible Employees in Grades 21 through 24: 

  

	 	a.	Three weeks of Regular Earnings times Years of Continuous Service, with a maximum of 26 weeks of Regular Earnings and a minimum of 9 weeks of Regular Earnings.


  

	 	b.	 Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such
continuation coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan until the earlier of (a) the end of the severance payment period following the date
of Separation from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage, the Company shall pay its share of the monthly premium
(if any) for group health plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, 



  

 35 









	 	 
that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly premium. Further, as a condition of
such coverage, the Participant will be required to notify the Company upon securing comparable coverage from another employer during the severance payment period. The period of continuation coverage provided by the Company shall reduce the number of
months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA. 


  

	 	c.	Outplacement services for 1week following the date of Separation from Service. 

  

	B.	General Severance Pay Benefit. 

 If a Severance Benefit
under Section IV(a)(i) becomes payable upon completion of six or more months of Continuous Service and at any time other than within the Change in Control Period as defined in paragraph A of this Appendix D, then the Severance Pay Benefit shall be:

  

	 	1.	Eligible Employees in Grades 31 through 34: 

  

	 	a.	Three weeks of Regular Earnings times Years of Continuous Service, with a maximum of 39 weeks of Regular Earnings and a minimum of 13 weeks of Regular Earnings.


  

	 	b.	Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such continuation
coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan until the earlier of (a) the end of the severance payment period following the date of Separation
from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage, the Company shall pay its share of the monthly premium (if any) for
group health plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly
premium. Further, as a condition of such coverage, the Participant will be required to notify the Company upon securing comparable coverage from another employer during the severance payment period. The period of continuation coverage provided by
the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA. 

  

 36 









	 	c.	Outplacement services for 3 months following the date of Separation from Service. 

  

	 	2.	Eligible Employees in Grades 25 through 30: 

  

	 	a.	Three weeks of Regular Earnings times Years of Continuous Service, with a maximum of 39 weeks of Regular Earnings and a minimum of 13 weeks of Regular Earnings.


  

	 	b.	Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such continuation
coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan until the earlier of (a) the end of the severance payment period following the date of Separation
from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued medical care coverage, the Company shall pay its share of the monthly premium (if any) for
group health plan coverage to the same extent it pays for coverage for similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly
premium. Further, as a condition of such coverage, the Participant will be required to notify the Company upon securing comparable coverage from another employer during the severance payment period. The period of continuation coverage provided by
the Company shall reduce the number of months of continuation coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA. 

  

	 	c.	Outplacement services for 3 months following the date of Separation from Service. 

  

	 	3.	Eligible Employees in Grades 21 through 24: 

  

	 	a.	Three weeks of Regular Earnings times Years of Continuous Service, with a maximum of 26 weeks of Regular Earnings and a minimum of 9 weeks of Regular Earnings.


  

	 	b.	 Provided the Participant elects to continue medical care coverage under the Company’s medical benefit plans pursuant to COBRA, the Company will provide such
continuation coverage for the Participant (including, if applicable, the Participant’s eligible family members) under the Company’s group health plan until the earlier of (a) the end of the severance payment period following the date
of Separation from Service or (b) the date the Participant secures comparable group health plan coverage from another employer. During the period of such continued 



  

 37 









	 	 
medical care coverage, the Company shall pay its share of the monthly premium (if any) for group health plan coverage to the same extent it pays for coverage
for similarly situated active employees; provided, however, that such payment shall be contingent upon the Participant’s timely payment of the employee portion of any monthly premium. Further, as a condition of such coverage, the Participant
will be required to notify the Company upon securing comparable coverage from another employer during the severance payment period. The period of continuation coverage provided by the Company shall reduce the number of months of continuation
coverage which the Participant (including, if applicable, the Participant’s eligible family members) is entitled to receive under COBRA. 


  

	 	c.	Outplacement services for 1 week following the date of Separation from Service. 

  

	C.	General Severance Pay Benefit Without Six Months of Continuous Service. 

 For Eligible Employees in Grades 21 through 34 who have not completed six or more months of Continuous Service but are eligible for a severance benefit under Section IV(a)(i), if the Severance Pay Benefit becomes
payable at any time other than within the Change Control Period as defined in paragraph A of this Appendix D, then the Severance Pay Benefit shall be: 
  

	 	1.	4 weeks of Regular Earnings. 

  

	 	2.	Continuation of coverage under and Company contributions toward the cost of the Company’s medical benefit plans for the period of severance pay. Such continuation period shall
reduce the period of COBRA coverage to which the Participant is entitled. At the end of this period of continuation coverage the Participant may, at his or her own expense, continue COBRA coverage for the remainder of the period, if any, for which
the Participant is eligible under COBRA. 

  

	 	3.	Outplacement services for 1 week following the date of Separation from Service. 

  

 38