**Severance Benefits**(a) If the CLT member is terminated from employment with CEB without Cause, then he/she shall beentitled to receive, in lieu of any further payments (including, without limitation, in lieu of anyannual bonus payments or pro-rata bonus payments), a cash amount equal to the sum of (i) twelve(12) months of Base Salary and (ii) a pro rata Target Bonus for the year in which the terminationoccurs. The base salary will be paid in equal installments over the twelve (12) months followingthe CLT member’s termination, and commencing within ten (10) business days following his/hertermination (or, if later, upon the expiration of the revocation period, if applicable, under theRelease, but in no event later than the later of the December 31 next-following the termination or2-1/2 months after the termination). The pro rata Target Bonus will be paid in a lump sum withinten (10) business days following the CLT member’s termination (or, if later, upon the expiration ofthe revocation period, if applicable, under the Release). These payments are in lieu of (and notin addition to) any severance payments the CLT member may have been entitled to receive under anyother agreement, plan or policy (including any Change in Control Severance Agreement or EmploymentAgreement), and any payments under any such agreement, plan or policy shall offsetdollar-for-dollar the amounts payable hereunder.(b) If the CLT member is terminated from employment with CEB without Cause, for a period of twelve(12) months following the CLT member’s termination (the “coverage period”), he/she shall beentitled to the continuation of the same or equivalent health benefit coverage as he/she wasreceiving immediately prior to termination at active employee rates, and his/her COBRA period shallcommence at the end of such twelve (12) month period. These benefits shall be reduced to theextent of the eligibility of the CLT member for substantially equivalent coverage from anysuccessor employer.(c) Receipt of above benefits is subject to the CLT member signing (and not revoking) a Release asdefined above. The above benefits are available only to CLT members who are terminated by CEBwithout Cause, and are not available in the event of voluntary resignation or termination due todeath or disability or for Cause.**Accrued Benefits**Upon termination of the employment of the CLT member for any reason, he/she shall be entitled toreceive any unpaid Base Salary through the date of such termination and any bonus earned but unpaidas of the date of such termination for any previously-completed fiscal year of the Company. Inaddition, the CLT member shall be entitled to prompt reimbursement of any unreimbursed expensesproperly incurred in accordance with Company policies prior to the date of his/her termination.The CLT member shall also receive such other compensation (including any stock options or otherequity-related payments) and benefits, if any, to which he/she may be entitled from time to timepursuant to the terms and conditions of the employee compensation, incentive, equity, benefit orfringe benefit plans, policies or programs of the Company.**Section 409A of the Internal Revenue Code**Notwithstanding any other provision of this Severance Program to the contrary, severance benefitspursuant to the Severance Program, to the extent of payments made from the date of termination ofthe CLT member’s employment through March 15 of the calendar year following such termination, areintended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasuryregulations and thus are payable pursuant to the “short-term deferral” rule set forth in Section1.409A-1(b)(4) of the Treasury Regulations. To the extent such severance payments are madefollowing said March 15, they are intended to constitute separate payments for purposes of Section1.409A-1(b)(9)(iii) of the Treasury Regulations to the maximum extent permitted by said provision,with any excess amount being regarded as subject to the distribution requirements of Section409A(a)(2)(A) of the Internal Revenue Code, including, without limitation, the requirement ofSection 409A(a)(2)(B)(i) of the Internal Revenue Code that payment be delayed until six (6) monthsafter separation from service if the CLT member is a “specified employee” with the meaning of theaforesaid section of the Internal Revenue Code at the time of such separation from service.**Amendment**CEB reserves the right to amend and/or discontinue this program at any time through action of theBoard of Directors or the Compensation Committee. The Compensation Committee reserves the right tointerpret the terms of the program, and any such interpretation shall be final and binding on allpersons.
 
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