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Exhibit 10-A  

 

	 	 	September 14, 1989 

      as amended June 11, 1998;

      June 14, 2001; 

      June 10, 2004; 

      and June 7, 2007 
	 	 	 
	 	 	 


 


COLGATE-PALMOLIVE COMPANY 


EXECUTIVE SEVERANCE PLAN, AS AMENDED AND RESTATED

	
1.      		
PURPOSE.	
	 
	 	
The purpose of the Colgate-Palmolive Company Executive Severance Plan (the “Plan”) is to provide executives who are in a position to contribute materially to the success of Colgate-Palmolive Company (the “Parent
Company”) or any company at least 80% of whose voting shares are owned directly or indirectly by it (collectively, the “Company”) with reasonable compensation in the event of their termination of employment with the Company under the
circumstances described herein.	
	 
	
2.      		
EFFECTIVE DATE.	
	 
	 	
The Plan, as amended and restated, is effective as of June 7, 2007.	
	 
	
3.      		
ADMINISTRATION.	
	 
	 	
The Plan shall be administered by a Committee. Committee shall mean (i) prior to a Change of Control, the Personnel and Organization Committee of the Board of Directors of the Parent Company (the “Board”) as then
constituted and (ii) following a Change of Control, the Committee described in (i) above, as constituted immediately before the Change of Control, with such changes in the membership thereof as may be approved from time to time following the Change
of Control by a majority of the members of such Committee as constituted prior to the Change of Control. Notwithstanding any other provision of this Plan, neither the Board nor the Company shall have any right to appoint members to or to remove
members from the Committee following, or otherwise in connection with, a Change of Control. Any interpretation of the Plan or construction of any of its provisions by the Committee shall be final.	
	 
	
4.      		
PARTICIPATION.	
	 
	 	
The Committee shall from time to time select the employees who are to participate in the Plan (the “Participants”) from among those employees who are determined by the Committee to be in a position to contribute
materially to the success of the Company. The Company shall advise each Participant of his participation in the Plan by a letter setting forth (i) the benefits to which the Participant would become entitled, (ii) the	
	 












	 	
period, expressed in months, during or for which the Participant
would become entitled to such benefits, which period shall not be less than 12
months nor more than 24 months (the “Earned Benefit Period”) and (iii)
such  other terms, provisions and conditions not inconsistent with the Plan as
shall be determined by the Committee.	
	 
	 	
A Participant shall cease to be a Participant in the Plan upon termination of employment with the Company or, if earlier, upon termination of the Plan. Notwithstanding the foregoing, a Participant who terminates employment prior
to termination of the Plan shall remain a Participant until receipt of all of the payments, if any, to which he is entitled under the terms hereof.	
	 
	
5.      		
PAYMENTS UPON QUALIFIED TERMINATION OF EMPLOYMENT.	
	 
	 	
In the event of a Participant’s Qualified Termination of Employment, the Participant shall be entitled, as compensation for services rendered (subject to paragraph (d) of this Section 5 and Section 9 and to withholding of any
applicable payroll or other taxes) to:	
	 
	 	
(a)      		
receive an undiscounted cash lump sum within 30 days of the Participant’s Qualified Termination of Employment in an amount equal to the product of (i) the sum of (A) the Participant’s annualized Monthly Base Salary at
the rate in effect immediately prior to a Qualified Termination of Employment pursuant to Section 8(a)(i) or immediately prior to an Adverse Change in Conditions of Employment, as the case may be, or, if higher, at the highest rate in effect during
the 90-day period preceding the Change of Control plus any salary- related allocations that may be made to the Participant’s account under the Company’s Savings and Investment Plan for the year in which the Qualified Termination of
Employment occurs (for purposes of this Plan, Monthly Base Salary shall mean regular monthly salary as indicated by the Company’s payroll records) and (B) the higher of (X) the highest annual aggregate bonus award paid or payable to the
Participant (including awards or allocations pursuant to the Company’s Executive Incentive Compensation Plan, the Bonus Savings Account (“BSA”) program within the Company’s Savings and Investment Plan (excluding any applicable
gross-up) or other bonus, incentive or compensation plan of the Company or otherwise) for any year during the five-year period ending immediately prior to the year in which the Qualified Termination of Employment occurs (provided, however, that if
such five-year period includes the year in which the Change of Control occurs, then the aggregate annual bonus paid or payable for such year shall be deemed to be the higher of the said bonus actually paid or payable and the bonus that would have
been paid for such year, determined as if all earnings, profit and other goals (whether established for the Participant or the Company), if any, had been met for such year and as if the Participant’s employment had continued through the end of
such year on the same basis as immediately prior to the Change of Control) and (Y) the aggregate annual bonus that would have been paid to the Participant (including awards or allocations pursuant to the Company’s Executive
Incentive	
	 



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Compensation Plan, the BSA program within the Company’s Savings and Investment Plan (excluding any applicable gross-up) or other bonus, incentive or compensation plan of the Company or otherwise) for the year in which the
Qualified Termination of Employment occurs, determined as if all earnings, profits or other goals (whether established for the Participant or the Company), if any, had been met for such year and as if the Participant had continued to be employed by
the Company through the end of such year on the same basis as immediately prior to a Qualified Termination of Employment pursuant to Section 8(a)(i) or immediately prior to an Adverse Change in Conditions of Employment, as the case may be, and (ii)
a fraction, the numerator of which is the number of months in his Earned Benefit Period and the denominator of which is twelve, provided, however, that such resulting amount shall be reduced if and to the extent required by the terms of Section 9 hereof; provided, further, that in determining Monthly Base Salary and aggregate annual bonus hereunder, amounts otherwise payable or awarded with respect to the relevant period that a Participant has elected to defer pursuant to any applicable deferred
compensation plan or arrangement shall be taken into account, and amounts paid out during such period pursuant to a prior deferral election shall not be taken into account;	
	 
	 	
(b)      		
remain for his Earned Benefit Period an active Participant in all welfare benefit plans, including but not limited to plans providing life insurance, disability, accident, sickness, and/or medical benefits, in which, and on the
same basis as, he was participating at the time of the Change of Control (or, if more favorable to the Participant, as in effect at any time thereafter with respect to other key executives), but subject to any coordination of benefits provisions
contained in such plans, or alternatively, be provided with substantially similar benefits for such period; provided, in any case, that the Participant shall be required to make contributions to the cost of such plans or benefits and pay co-payments
to the same extent and on the same basis as required before the Participant’s Qualified Termination of Employment or, if more favorable to the Participant, as active employees who continue to participate in such welfare benefit plans during the
Earned Benefit Period; (The extension of medical and/or dental coverage pursuant to the foregoing shall be in compliance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and will be coordinated with the Participant’s
rights thereunder, with the period of optional COBRA coverage being up to 18 months, offset by the period of extended coverage outlined above.)	
	 
	 	
(c)      		
receive a single cash lump sum within 30 days of the Participant’s Qualified Termination of Employment equal to the excess of (i) over (ii) as described below:	
	 
	 	 	
(i)      		
The present value, as of the Qualified Termination of Employment, of benefits under the Employees’ Retirement Income Plan, the Expatriate Pension Plan, the Supplemental Salaried Employees’ Retirement Plan,
any	
	 



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	 	 	 	plan maintained by the Company providing qualified
        plan or supplemental plan benefits comparable to the benefits provided
        in the aforementioned plans (“Comparable Plan”), or any successor
        plans thereto, or of “benefits from other sources to which the Company
        contributes,” as defined below, to which the Participant would have
        been entitled commencing on the earliest date on which such benefits
        could have commenced if he had remained in the employ of the Company
        during the Earned Benefit Period or until age 65, whichever occurs first,
        based on his Recognized Earnings (as defined in the Employees’ Retirement
        Income Plan) as determined most recently prior to the Qualified Termination
        of Employment and assuming for this purpose that all accrued benefits
        are fully vested and that benefit accrual formulas are no less advantageous
        to the Participant than those in effect during the 90-day period preceding
    the Change of Control; 
	 
	 	 	(ii)      	The present value, as of the Qualified Termination
        of Employment, of benefits to which the Participant would actually be
        entitled under the Employees’ Retirement Income Plan, the Expatriate
        Pension Plan, the Supplemental Salaried Employees’ Retirement Plan,
        a Comparable Plan, or the benefits from other sources referenced in (i)
        above, commencing on the earliest date on which such benefits could actually
    commence. 
	 	 	 	 
	 	 	For purposes of (i) and (ii) above, “benefits
        from other sources to which the Company contributes” shall include
        retirement benefits payable under plans maintained directly and indirectly
        by the Company outside the U.S. and non-U.S. governmental benefits (whether
        considered retirement benefits, severance benefits, termination allowances
        or indemnities) to the extent paid by or contributed to by the Company.
        The present-value amounts in (i) and (ii) above will be calculated based
        on the same methods and assumptions used when calculating lump sum amounts
        under the Employees’ Retirement Income Plan, the Expatriate Pension
        Plan, the Supplemental Salaried Employees’ Retirement Income Plan
        or the Comparable Plans, as applicable, inclusive of all subsidized forms
        of annuities under the Employees’ Retirement Income Plan and the
        Supplemental Salaried Employees’ Retirement Plan or the Comparable
    Plans, as applicable. 
	 	 	 	 
	 	(d)     	Anything to the contrary in this Section 5 notwithstanding: 
	 	 	 	 
	 	 	(i)  	The payments and benefits otherwise required to be
        provided to the Participant upon a Qualified Termination of Employment
        pursuant to this Section 5 shall be reduced (but not below zero) as appropriate
        by all payments and benefits to which the Participant is entitled as
        a result of the Qualified Termination of Employment in the nature of
        severance or separation pay or benefits, pay and/or benefits in lieu
        of notice, pay and/or benefits for service during any notice period,
        or any similar type of payment or benefit, under any plan, program or
    policy of the Company (a 
	 
	 


 


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	 	 	 	“Plan”), under any contract or agreement
    between the Participant or a union, works council or other collective bargaining
    entity or employee representative and the Company (a “Contract”),
    or under applicable law or regulation (“Law”), unless such Plan,
    Contract or Law specifically provides otherwise; and 
	 
	 	 	
(ii)      		
If the Participant has been determined by the Company pursuant to the Company’s procedures to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended
from time to time (the “Code”), the payments and benefits otherwise
required to be provided to the Participant upon a Qualified Termination of Employment
(A) in Sections 5(a) and 5(c) above shall be deferred for six months following
the Participant’s separation from service (or, if earlier, the date of the Participant’s
death) and (B) welfare benefits other than medical and dental benefits in Section
5(b) above shall end on the earlier of the end of the Earned Benefit Period or
the date that is two years after the end of the year in which the Qualified Termination
of Employment occurs.	
	 
	
6.      		
PAYMENTS UPON CHANGE OF CONTROL.	
	 
	 	
In the event of a Change of Control of the Company (and whether or not the Participant’s employment terminates), each Participant shall be entitled, as compensation for services rendered before the Change of Control,
regardless of whether the Participant remains employed after the Change of Control (subject to any applicable payroll or other taxes required to be withheld) to:	
	 
	 	
(a)      		
receive within 30 days following the Change of Control, a cash lump sum representing a pro-rated annual bonus for the year in which the Change of Control occurs, in an amount equal to the product of (i) the aggregate annual bonus
determined pursuant to Section 5(a)(i)(B)(Y), provided, however, that if no such goals have been established for such year, the amount determined pursuant to Section 5(a)(i)(B)(X), and (ii) a fraction, the numerator of which is the number of months
(or part thereof) in the period beginning January 1 of the year in which the Change of Control occurs and ending on the date of the Change of Control and the denominator of which is twelve; and provided, further, that to the extent the Participant
becomes entitled to another annual bonus based upon performance and/or service for the same period (or a longer period including such period), the amount thereof may be offset by the amount paid pursuant to this Section 6(a);	
	 
	 	
(b)      		
receive within 30 days following the Change of Control, (i) all compensation amounts that were earned and vested before January 1, 2005 that the Participant previously has elected to defer and (ii) if the Change of Control
satisfies the requirements of Section 409A(a)(2)(A)(v) of the Code, all compensation	
	 



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	 	amounts that were earned and
        vested after December 31, 2004 that the Participant previously has elected
        to defer. 
	 
	7.      	IMPACT OF CHANGE OF CONTROL
          ON EQUITY AWARDS. 
	 
	 	The impact of a Change of Control
        upon equity awards then held by a Participant shall be governed by the
        terms and conditions of the applicable plan(s) pursuant to which such
        awards were granted, any applicable guidelines adopted pursuant to such
        plans and the terms and conditions of the individual awards. 
	 
	8.      	QUALIFIED TERMINATION OF EMPLOYMENT. 
	 
	 	(a)      	Qualified Termination of Employment
        with respect to any Participant shall mean termination of employment
        of the Participant with the Company, other than as a consequence of the
        death or Disability of the Participant, within two years after a Change
        of Control of the Company, 
	 
	 	 	(i)      	by the Company for any reason other than
        for Cause, or 
	 
	 	 	(ii)      	by the Participant by reason of an Adverse
        Change in Conditions of Employment. 
	 
	 	(b)      	Cause shall mean: 
	 
	 	 	(i)      	the willful and continued failure of the
        Participant to perform substantially his or her duties with the Company,
        after a written demand for substantial performance is delivered to the
        Participant by the Board of Directors or the Chief Executive Officer
        of the Company that specifically identifies the manner in which the Board
        or the Chief Executive Officer of the Company believes that the Participant
        has not substantially performed his or her duties, or 
	 
	 	 	(ii)      	gross misconduct that is materially and
        demonstrably injurious to the Company. 
	 
	 	 	For purposes of Section 8(b)(i), no act,
        or failure to act, on the part of the Participant shall be considered “willful” unless
        it is done, or omitted to be done, by the Participant in bad faith or
        without reasonable belief that the Participant’s action or omission
        was in the best interests of the Company. Any act, or failure to act,
        based upon authority given pursuant to a resolution duly adopted by the
        Board or upon the instructions of the Chief Executive Officer of the
        Company or a senior officer of the Company or based upon the advice of
        counsel for the Company shall be conclusively presumed to be done, or
        omitted to be done, by the Participant in good faith and in the best
        interests of the Company. The cessation of employment of the Participant
        shall not be deemed to be for Cause unless and until there shall have
    been delivered to the Participant a copy of a resolution duly 
	 
	 	 	 	 
	 



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adopted by the Board (excluding the Participant, if the Participant is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Participant and the Participant
is given an opportunity, together with counsel for the Participant, to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant is guilty of the conduct described in Section 8(b)(i) or 8(b)(ii), and
specifying the particulars thereof in detail.	
	 
	 	
(c)      		
An Adverse Change in Conditions of Employment shall mean the occurrence of any of the following events:	
	 
	 	 	
(i)      		
the assignment to the Participant of any duties inconsistent
in any respect with the Participant’s position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities from
those in  effect immediately before the Change of Control, or any other diminution
in such position, authority, duties or responsibilities (whether or not occurring
solely as a result of the Company’s ceasing to be a publicly-traded entity),
excluding  for this purpose an isolated, insubstantial and inadvertent action
not taken in bad faith and that is remedied by the Company promptly after receipt
of notice thereof given by the Participant;	
	 
	 	 	
  (ii)      	
	
a reduction by the Company of the Participant’s Monthly Base Salary as in effect immediately preceding the Change of Control or as the same may thereafter be increased from time to time;	
	 
	 	 	
  (iii)      	
	
failure by the Company to provide the Participant with incentive compensation opportunities that are, in the aggregate, at least as favorable (in terms of the value of the opportunities and the difficulty of achieving any
associated goals) as those provided to the Participant immediately before the Change of Control, or to provide the Participant with employee benefits that are, in the aggregate, at least as favorable as those provided to the Participant immediately
before the Change of Control;	
	 
	 	 	
  (iv)      	
	
the Company’s requiring the Participant (a) to be based at an office located more than fifty (50) miles and at least twenty (20) additional miles from the place at which the Participant’s principal residence was located
immediately prior to the Change of Control, (b) to be based at a location other than the principal executive offices of the Company, if the Participant was based at the principal executive offices immediately preceding the Change of Control, or (c)
to travel on Company business to a substantially greater extent than required immediately before the Change of Control.	
	 
	 	 	
  A Participant’s failure to object to a change described
  in (i), (ii), (iii) or (iv) shall not constitute a waiver of such change as
  an Adverse Change in Conditions
  of 	
	 



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Employment. Any good faith determination by a Participant
of an Adverse Change in Conditions of Employment shall be determinative.	
	 
	 	
(d)      		
For the purposes of the Plan, a Change of Control of the Company shall mean the happening of any of the following events:	
	 
	 	 	
(i)      		
An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company,
other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Company, (2) any repurchase by the Company, (3) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (4) any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) of this Section 8(d); or	
	 
	 	 	
  (ii)      	
	
A change in the composition of the Board such that the individuals
who, as of the Effective Date of the Plan, constitute the Board (such Board shall
be hereinafter referred to as the “Incumbent Board”) cease for any
 reason to constitute at least a majority of the Board; provided, however, that,
for purposes of this Section 8(d) any individual who becomes a member of the
Board subsequent to the Effective Date of the Plan, whose election, or nomination
for  election by the Company’s shareholders, was approved by a vote of at
least a majority of those individuals who are members of the Board and who were
also members of the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be  considered as though such individual were a member of the Incumbent
Board; provided, further, that any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest
(as such terms are used  in Rule 14a-11 of Regulation 14A promulgated under the
Securities Exchange Act of 1934) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board shall not
be so considered as a member of the  Incumbent Board; or	
	 
	 	 	
  (iii)      	
	
The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate
Transaction pursuant to which (A) all or substantially all of the individuals	
	 



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	 	 	     	and entities who are the beneficial owners,
        respectively, of the Outstanding Company Common Stock and Outstanding
        Company Voting Securities immediately prior to such Corporate Transaction
        will beneficially own, directly or indirectly, more than 60% of, respectively,
        the outstanding shares of common stock, and the combined voting power
        of the then-outstanding voting securities entitled to vote generally
        in the election of directors, as the case may be, of the corporation
        resulting from such Corporate Transaction (including, without limitation,
        a corporation that as a result of such transaction owns the Company or
        all or substantially all of the Company’s assets either directly
        or through one or more subsidiaries) in substantially the same proportions
        as their ownership, immediately prior to such Corporate Transaction,
        of the Outstanding Company Common Stock and Outstanding Company Voting
        Securities, as the case may be, (B) no Person (other than the Company,
        any employee benefit plan (or related trust) of the Company or such corporation
        resulting from such Corporate Transaction) will beneficially own, directly
        or indirectly, 20% or more of, respectively, the outstanding shares of
        common stock of the corporation resulting from such Corporate Transaction
        or the combined voting power of the outstanding voting securities of
        such corporation entitled to vote generally in the election of directors
        except to the extent that such ownership derives from ownership of a
        20% or more interest in the Outstanding Company Common Stock and/or Outstanding
        Company Voting Security that existed prior to the Corporate Transaction,
        and (C) individuals who were members of the Incumbent Board will constitute
        at least a majority of the members of the board of directors of the corporation
    resulting from such Corporate Transaction; or 
	 
	 	 	

      (iv) 
	the approval by shareholders of a complete
    liquidation or dissolution of the Company. 

	 
	 	(e) 	 Termination
          by the Company of a Participant’s employment based on Disability
          shall mean termination because of absence from duties with the Company
          on a full-time basis for six consecutive months, as a result of the
          Participant’s incapacity due to physical or mental illness which
          is determined to be total and permanent by a physician selected by
          the Company or its insurers and acceptable to the Participant or the
          Participant’s legal representative (such agreement as to acceptability
    not to be withheld unreasonably). 

	 	 	 
	9.      	EXCISE TAX CUTBACK. 
	 	 	 
	 	(a)  	Anything in this Plan to the
          contrary notwithstanding, in the event it shall be determined that any
          Plan Payment would be subject to the Excise Tax, then the aggregate Plan
    Payments shall be reduced to the Reduced Amount. 

	 	 	 
	 


  


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(b)      		
All determinations required to be made under this Section 9 shall be made by PricewaterhouseCoopers LLP or

such other nationally recognized accounting firm as the Committee may select,
provided, however, if PricewaterhouseCoopers  LLP or such other firm is at the
time the independent public auditor of the Company, such assignment shall be
subject to the pre-approval of the Audit Committee of the Board of Directors
of the Parent Company pursuant to applicable law and any  Company policy then
in effect (the “Accounting Firm”). In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Committee shall appoint another  nationally-recognized
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the  Company.	
	 
	 	
(c)      		
If the Accounting Firm determines that aggregate Plan Payments
to a Participant should be reduced to the Reduced Amount, the Company shall promptly
give the Participant notice to that effect and a copy of a detailed calculation
 thereof prepared by the Accounting Firm, and the Participant may then elect,
in his or her sole discretion, which and how much of the Plan Payments shall
be eliminated or reduced (as long as after such election the Value of the aggregate
Plan  Payments equals the Reduced Amount), and shall advise the Company in writing
of his or her election within ten days of his or her receipt of notice. If no
such election is made by the Participant within such ten-day period, the Company
will elect  which of such Plan Payments shall be eliminated or reduced (as long
as after such election the Value of the aggregate Plan Payments equals the Reduced
Amount) and shall notify the Participant promptly of such election. All determinations
made by the Accounting Firm under this Section 9 shall be binding upon the Company
and the Participant and shall be made within 30 days of a termination of employment
of the Participant. As promptly as practicable following such determination and
the election by the Participant or the Company referred to in this Section 9(c),
the Company shall pay to or distribute for the benefit of the Participant such
Plan Payments as are then due to the Participant under this Plan and shall promptly
pay to or distribute for the benefit of the Participant in the future such Plan
Payments as become due to the Participant under this Plan.	
	 
	 	
(d)      		
As a result of uncertainty in the application of Section 4999 of the Code at the time of any initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to
or for the benefit of the Participant pursuant to this Plan that should not have been so paid or distributed (“Overpayment”) or that additional amounts will not have been paid or distributed by the Company to or for the benefit of the
Participant pursuant to this Plan that could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion
of a deficiency by the Internal Revenue Service against either the	
	 



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	 	 	Company or the Participant, which the Accounting Firm
    believes has a high probability of success, determines that an Overpayment
    has been made, the Participant shall promptly pay to the Company the amount
    of such Overpayment, together with interest at the applicable federal rate
    provided for in Section 7872(f)(2) of the Code; provided, however, that no
    such payment shall be required if and to the extent such payment would not
    either reduce the amount on which the Participant is subject to tax under
    Section 1 and Section 4999 of the Code or generate a refund of such taxes.
    In the event the Accounting Firm, based upon controlling precedent or substantial
    authority, determines that an Underpayment has occurred, any such Underpayment
    shall be promptly paid by the Company to or for the benefit of the Participant
    together with interest at the applicable federal rate provided for in Section
    7872(f)(2) of the Code. 
	 
	 	
(e)      		
Definitions. The following terms shall have the following meanings for purposes of this Section 9:	
	 
	 	 	
  (i)      	
	
“Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.	
	 
	 	 	
  (ii)      	
	
A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Participant, whether paid or payable pursuant to this
Plan or otherwise.	
	 
	 	 	
  (iii)      	
	
A “Plan Payment” shall mean a Payment paid or payable pursuant to this Plan (disregarding this Section 9).	
	 
	 	 	
  (iv)      	
	
The “Reduced Amount” shall mean the amount of Plan Payments, expressed in Value, that maximizes the aggregate Value of Payments without causing any Payment to be nondeductible by application of Section 280G of the
Code.	
	 
	 	 	
  (v)      	
	
“Value” of a Payment shall mean the economic present value of a Payment as of the date of the Change of Control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate
required by Section 280G(d)(4) of the Code.	
	 
	10.	CONFIDENTIAL INFORMATION.	
	 
	 	
  The Participant shall hold, in a fiduciary capacity for the benefit of the Company, all secret or confidential information, knowledge or data relating to the Company and its businesses which shall have been obtained by the
Participant during his employment by the Company and which shall not be public knowledge (other than by acts of the Participant in violation of this provision). After termination of the Participant’s	
	 



11











	 	
employment with the Company, the Participant shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to any one other than the Company and those persons
designated by it. In no event shall an asserted violation of this Section constitute a basis for deferring or withholding any amounts otherwise payable to the Participant under the Plan. It shall be a condition to a Participant’s right to
receive payments and benefits under the Plan that the Participant agree to and comply with the foregoing covenant.	
	 
	
11.      		
FINANCING.	
	 
	 	
Benefit payments under the Plan shall constitute general obligations of the Company in accordance with the terms of the Plan. A Participant shall have only an unsecured right to payment thereof out of the general assets of the
Company. Notwithstanding the foregoing, the Company may, by agreement with one or more trustees to be selected by the Company, create a trust on such terms as the Company shall determine to make payments to Participants in accordance with the terms
of the Plan, including without limitation payments of deferred amounts not accelerated pursuant to Section 6(b)(ii).	
	 
	
12.      		
TERMINATION AND AMENDMENT OF THE PLAN.	
	 
	 	
The Plan shall terminate on the later of (i) June 30, 2010, unless extended by the Board or (ii) in the event of a Change of Control of the Company on or before the termination date of the Plan, two years after such Change of
Control, provided that the termination of the Plan shall not impair or abridge the obligations of the Company incurred under the Plan to any Participant as a result of a Qualified Termination of Employment that occurs before the date the Plan is
terminated.	
	 
	 	
Except as provided in the next sentence, the Board may from time to time terminate the Plan or amend the Plan in whole or in part. The Plan may not be terminated or amended in any manner which would adversely affect the rights or
potential rights of Participants, if the action to effect such termination or amendment occurs (i) after a Change of Control, or (ii) in connection with a Change of Control, unless and to the extent that the Committee determines that such
termination or amendment is required by law.	
	 
	
13.      		
BENEFIT OF PLAN.	
	 
	 	
The Plan shall be binding upon and shall inure to the benefit of the Participants and their respective heirs and legal representatives, and the Company and its successors. The term “successor” shall mean any person,
firm, corporation or other business entity that, at any time, whether by merger, acquisition or otherwise, acquires all or substantially all of the stock, assets or business of the Company.	
	 



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	14.    	NON-ASSIGNABILITY. 
	 	 
	 	
Each Participant’s rights under this Plan shall be non-transferable except by will or by the laws of descent and distribution and except insofar as applicable law may otherwise require. Subject to the foregoing, no right,
benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process,
or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall, to the full extent permitted by law, be null, void and of no effect.	
	 
	
15.      		
OTHER BENEFITS.	
	 
	 	
Except as otherwise specifically provided herein, nothing in the Plan shall affect the level of benefits provided to or received by any Participant (or the Participant’s estate or beneficiaries) as part of any employee
benefit plan of the Company, and the Plan shall not be construed to affect in any way a Participant’s rights and obligations under any other Plan maintained by the Company on behalf of employees.	
	 
	 	
The Participant shall not be required to mitigate the amount of any payment under the Plan by seeking employment or otherwise, and there shall be no right of set-off or counterclaim, in respect of any claim, debt or obligation,
against any payments to the Participant, his dependents, beneficiaries or estate provided for in the Plan.	
	 
	
16.      		
TERMINATION OF EMPLOYMENT.	
	 
	 	
Nothing in the Plan shall be deemed to entitle a Participant to continued employment with the Company, and the rights of the Company to terminate the employment of a Participant shall continue as fully as though the Plan were not
in effect.	
	 
	
17.      		
SEVERABILITY.	
	 
	 	
In the event that any provision or portion of the Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of the Plan shall be unaffected thereby and shall remain in full force
and effect to the fullest extent permitted by law.	
	 
	
18.      		
INDEMNIFICATION.	
	 
	 	
If the Participant seeks, in any action, suit or arbitration, to enforce, or to recover damages for breach of, his rights under the Plan, the Participant shall be entitled to recover from the Company promptly as incurred, and
shall be indemnified by the Company against, any and all expenses and disbursements, including attorneys’ fees,
actually and reasonably incurred by the Participant. The Company shall also pay
to the Participant prejudgment interest on any money judgment obtained by the 
	 



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	 	Participant calculated at the Citibank N.A. base rate
      of interest in effect from time to time from the date that payment to him
    should have been made under the Plan. 
	 	 
	
19.      		
DELAWARE LAW TO GOVERN.	
	 
	 	
All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Delaware without regard to the conflict of law principles
thereof.	
	 



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