ex10-1.htm


    EXHIBIT
      10.1

     

     

    
      ACCO
        BRANDS CORPORATION

      EXECUTIVE
        SEVERANCE PLAN

       

      (Effective
        December 1, 2007)

       

      This
        Plan
        is intended to provide severance benefits to certain executive employees
        of ACCO
        Brands Corporation, its subsidiaries and/or affiliates (collectively the
        “Company”), and is intended to comply with the requirements of Section 409A of
        the Internal Revenue Code.  Severance benefits for Executive Officers
        terminated prior to December 1,2007, will be determined by any other
        applicable agreement or plan as in effect at the time their termination is
        announced.  Except as provided herein, this Plan supersedes any other
        severance plan maintained by the Company for Executive Officers of the
        Company.

       

      SEVERANCE
        PLAN BENEFITS:

       

      Coverage

       

      All
        Executive Officers of the Company who are terminated by the Company without
        “cause” or who, following a Change of Control of the Company, terminate
        employment for “good reason” are covered by this Plan.  For the
        purposes of this Plan, the phrase “Executive Officer” shall
        mean (i) an employee who has been identified as such by the Board of Directors
        of the Company pursuant to Rule 16a-1 under the Securities Exchange Act of
        1934
        and any subsequent amendment thereto and who continues to be an “Executive
        Officer” at the time of his or her separation from service with the Company and
        all of its affiliates and/or (ii) any other key employee of the Company
        designated to be a participant under this Plan by the Company’s CEO and as
        approved by the ACCO Brands Corporation Board of Directors through its then
        acting Compensation Committee or other designee authorized by the Board of
        Directors.

       

      Eligibility

       

      Executive
        Officers of the Company are eligible for the severance pay set forth in this
        Plan in the event of involuntary separation from service by the Company without
        “cause” at any time or, following a Change of Control of the Company, by
        Executive Officer for “good reason”.

       

      The
        term
“cause” is defined as follows:  termination of an
        Executive Officer’s employment by the Company due to Executive
        Officer’s:

       

      (i)           willful
        and continued failure to substantially perform Executive Officer’s duties with
        the Company, including lawful and reasonable directions from the Board, or,
        for
        Executive Officers other than the CEO, the CEO (other than any such failure
        resulting from the Executive Officer’s disability), after a written demand for
        substantial performance is delivered to Executive Officer by the Company
        that
        specifically identifies the manner in which the Company believes that Executive
        Officer has willfully and continuously failed to substantially perform Executive
        Officer’s duties, and after Executive Officer has failed to resume substantial
        performance of Executive Officer’s duties on a continuous basis within thirty
        (30) calendar days of receiving such demand;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii)           conviction
        of, or plea of guilty or nolo contendere to, (A) a felony that, in the Board’s
        sole discretion, substantially impairs Executive Officer’s ability to perform
        Executive Officer’s duties or responsibilities or (B) any other crime involving
        the personal enrichment of Executive Officer at the expense of the
        Company;

       

      (iii)           willful
        engagement in conduct that is demonstrably and materially injurious to the
        Company, monetarily or otherwise;

       

      (iv)           willful
        and material breach of the Executive Officer’s obligations, duties and
        responsibilities to the Company; provided, however, that Executive Officer’s
        willful and material breach of Executive Officer’s obligations to (A) perform
        Executive Officer’s duties and responsibilities to the best of Executive
        Officer’s ability, (B) devote Executive Officer’s entire attention and time
        during reasonable business hours to the business and affairs of the Company
        and
        (C) discharge the responsibilities assigned to Executive Officer in his or
        her
        position shall not constitute “cause” unless Executive Officer has first been
        provided with written notice detailing such breach and a thirty (30) day
        period
        to cure such breach;

       

      (v)           willful
        and material breach of the Company’s ethical code of conduct that is
        demonstrably and materially injurious to the Company, monetarily or otherwise,
        as determined by the Board; or

       

      (vi)           willful
        and material breach of Executive Officer’s fiduciary duties to the
        Company.

       

      For
        purposes of determining “cause,” no act or omission by an Executive Officer
        shall be considered “willful” unless it is done or omitted in bad faith or
        without reasonable belief that Executive Officer’s action or omission was in the
        best interests of the Company.  Any act or failure to act based upon
        (A) authority given pursuant to a resolution duly adopted by the Board,(B)
        in
        accordance with established Company policies or upon the direction of the
        CEO
        (for Executive Officers other than the CEO), or (C) advice of counsel for
        the
        Company shall be conclusively presumed to be done or omitted to be done by
        Executive Officer in good faith and in the best interests of the
        Company.

       

      For
        purposes of this Plan, a termination of Executive Officer’s employment due to
        his or her “disability” shall not be considered a termination of Executive
        Officer by the Company without “cause”.  For purposes of this Plan,
“disability” shall mean Executive Officer’s inability to
        substantially perform Executive Officer’s essential duties and responsibilities,
        with or without reasonable accommodation, for a period of (i) six
        (6) consecutive months or (ii) one hundred-eighty (180) days in
        any twelve (12)-month period, as determined by a licensed physician mutually
        selected by the Company and Executive Officer.  If the parties cannot
        so agree on a licensed physician, each party shall select a licensed physician
        and the two licensed physicians shall select a third licensed physician who
        shall make such determination for this purpose.

       

      Amount
        of Severance Pay – General

       

      The
        amount of severance pay provided for terminations in the ordinary course
        (i.e.,
        not upon, or within two (2) years after, a Change of Control) will be calculated
        based on the following schedule:

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                Tier

              	
                Amount
                  of Severance

              
	
                Tier
                  I

              	
                24
                  months of base salary plus two years of bonus

              
	
                Tier
                  II

              	
                21
                  months of base salary plus one year of bonus

              
	
                Tier
                  III

              	
                18
                  months of base salary plus one year of
                  bonus

              


      

      


      For
        purposes of the above schedule, “base salary” shall be
        determined as of the date of the employee’s termination of employment and
“bonus” shall be based on target bonus for the year of the
        employee’s termination. Severance shall be paid in accordance with the Company’s
        regular payroll schedule and, except as provided below, shall commence on
        the
        first payroll date following the date on which the separation letter and
        release
        and waiver of claims described hereinafter becomes irrevocable.  The
        amount of each severance payment shall be determined by adding the amount
        of
        base salary and bonus payable to the Participant as severance and then dividing
        that sum by the number of payroll dates during the applicable 18, 21 or 24
        month
        severance period.

       

      Six-Month
        Delay

       

      To
        the
        extent amounts payable under this Plan (after giving full effect to any pro
        rata
        bonus payments and any amounts accrued under the Company’s retirement plans
        relating to a post-Change of Control separation from service), together with
        any
        other payments or benefits that are considered “deferred compensation”, are
        payable only on account of, and are in fact paid on account of, an “involuntary
        separation from service” (as defined in Treasury Regulation Section
        1.409A-1(n)), (the “involuntary separation payments”), the Executive Officer
        shall receive, during the six (6)-month period immediately following the
        Executive Officer’s date of termination, payments of only such amounts of
        involuntary separation payments as do not exceed lesser of (x) the total
        involuntary separation payments, or (y) two times the compensation limit
        in
        effect under Code Section 401(a)(17) for the calendar year in which the date
        of
        termination occurs (with any amounts that otherwise would have been payable
        under this Plan during such six (6)-month period being paid on the first
        regular
        payroll date following the six (6)-month anniversary of the date of
        termination).  To the extent amounts payable hereunder are not payable
        only on an “involuntary separation from service” (as so defined) or if the
        Company reasonably determines that such termination is not an “involuntary
        separation from service” (as so defined), amounts that would otherwise have been
        paid during the six (6)-month period immediately following the date of
        termination shall be paid on the first regular payroll date immediately
        following the six (6)-month anniversary of the date of termination.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Amount
        of Severance Pay – Change of Control

       

      If
        an
        Executive Officer’s employment is terminated by the Company without “cause” (as
        defined above) or by Executive Officer for “good reason” (as defined below)
        within 24 months following a Change of Control of the Company, or if such
        termination precedes a Change of Control and the Executive reasonably
        demonstrates such termination (or event constituting “good reason”) was either
        (i) at the request of a third party who was taking steps reasonably calculated
        to effect a Change of Control or (ii) otherwise in contemplation of a Change
        of
        Control, and a Change of Control actually occurs, the General schedule regarding
        severance pay (above) will not apply and severance pay will be determined
        under
        this Change of Control Section.

       

      “Change
        of Control” shall have the meaning ascribed to such term as of December
        1, 2007 in the Amended and Restated ACCO Brands Corporation 2005 Incentive
        Plan,
        as amended from time to time, or any successor plan thereto, except that
        for
        purposes of this Plan the percentage stated in Sec. 13(b)(i)(A) of said Plan
        shall be 30%.

       

      “Good
        Reason” shall mean the occurrence of any of the following upon, or
        within two (2) years after, the occurrence of a Change of Control of the
        Company, without Executive Officer’s prior written consent:

       

      (i)           (A)(I)
        any material reduction in the duties, responsibilities and/or authority assigned
        to Executive Officer, (II) the assignment to Executive Officer of any duties,
        responsibilities or authority inconsistent with the duties, responsibilities
        and
        authority assigned to Executive Officer prior to the Change of Control, or
        (III)
        a material change in Executive Officer’s reporting responsibilities, titles,
        offices or other positions, other than an insubstantial and inadvertent
        reduction that is remedied by the Company immediately after receipt of notice
        thereof given by Executive Officer; or (B) any removal of Executive Officer
        from, or any failure to re-elect Executive Officer to, any of such positions,
        except in connection with the termination of Executive Officer’s employment as a
        result of Executive Officer’s death or disability, by Company for Cause or by
        Executive Officer other than for Good Reason; provided, however, that with
        respect to the Chairman and Chief Executive Officer, Good Reason shall not
        exist
        because the Board of Directors divides the roles of Chairman and Chief Executive
        Officer between two individuals;

       

      (ii)           (A)
        any significant reduction (more than 1% of total targeted cash compensation)
        in
        Executive Officer’s cash compensation (base salary plus target bonus
        opportunity), (B) a substantial reduction in the benefits provided to Executive
        Officer and/or (C) any failure to timely pay any part of Executive Officer’s
        compensation when due (including base salary and bonus) or any benefits due
        under any benefit plan, program or arrangement; provided, however, that
        Company-initiated across-the-board reductions in compensation or benefits
        affecting substantially all Company employees shall alone not be considered
        “good reason,” unless the compensation reductions exceed ten percent (10%) of
        Executive Officer’s cash compensation (base salary plus target bonus
        opportunity);

       

      (iii)           the
        failure of the Company to continue in effect, or the failure to continue
        Executive Officer’s participation on substantially the same basis in, any of the
        Company’s short-

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      term
        or
        long-term incentive compensation plans or equivalent plans of the Company
        following a Change of Control unless agreed to by the Executive
        Officer;

       

      (iv)           the
        failure of the Company to obtain a satisfactory agreement from any successor
        to
        Company to assume and agree to perform the Company’s obligations under this
        Agreement;

       

      (v)           a
        material breach of this Agreement by the Company which is not remedied by
        the
        Company within ten (10) business days of receipt of written notice of such
        breach delivered by Executive Officer to the Company; or

       

      (vi)           the
        Company’s requiring Executive Officer to be based at a location that is in
        excess of fifty (50) miles from the location of Executive Officer’s principal
        job location or office immediately prior to the Change of Control, except
        for
        required travel on the Company’s business to an extent substantially consistent
        with Executive Officer’s then present business travel obligations.

       

      For
        purposes of sections (i)(A)(I) through (III) above, the duties, responsibilities
        and/or authority assigned to Executive Officer shall be deemed to be the
        greatest of those in effect during the four (4) month period prior to or
        during
        the two (2) years after the Change of Control.  Unless Executive
        Officer becomes disabled, Executive Officer’s right to terminate Executive
        Officer’s employment for Good Reason shall not be affected by Executive
        Officer’s incapacity due to physical or mental illness.  Executive
        Officer’s continued employment shall not constitute consent to, or a waiver or
        rights with respect to, any circumstance constituting Good Reason.

       

      The
        amount of severance pay provided for terminations following a Change of Control
        will be calculated based on the following schedule:

       

      
        	
                Tier

              	
                Amount
                  of Severance

              
	
                Tier
                  I

              	
                2.99
                  times base salary

                plus
                  2.99 times bonus

              
	
                Tier
                  II

              	
                2.25
                  times base salary

                plus
                  2.25 times bonus

              
	
                Tier
                  III

              	
                2
                  times base salary

                plus
                  2 times bonus

              


      

      


      For
        purposes of the above schedule, “base salary” shall be
        determined as of the date of Executive Officer’s termination of employment and
“bonus” shall be based on the greater of (i) target bonus for
        the year of Executive Officer’s termination, or (ii) the bonus that would be
        paid using the Company’s most recent financial performance outlook report that
        is available as of Executive Officer’s termination date.

       

      Payment
        of Severance

       

      An
        Executive Officer will receive payment of severance resulting from a Change
        of
        Control that is also a change in the ownership or effective control of the
        Company (as defined in

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Treasury
        Regulation §1.409A-3(i)(5)) in a single lump sum payment as soon as
        administratively practicable following the Executive Officer’s date of
        termination and the date on which the separation letter and release and waiver
        of claims described hereinafter becomes irrevocable.  If the Change of
        Control is not also a change in the ownership or effective control of the
        Company (as so defined), the Executive Officer will receive payment in the
        form
        provided under Amount of Severance Pay - General.  In either event,
        payment is subject to the requirements of the Six Month Delay provision of
        the
        Plan, and to normal payroll taxes and required withholding, and deductions
        for
        applicable medical, dental and flexible spending account coverage, and, upon
        payment, may be immediately applied to pay any amounts the employee owes
        the
        Company.  If an Executive Officer dies after signing the separation
        letter and release and waiver of claims but before receipt of severance pay,
        payment will be made to the Executive Officer’s estate.

       

      Pro
        Rata Bonus

       

      If
        an
        Executive Officer is receiving Change of Control severance, he or she shall
        also
        be entitled to a pro rata bonus for the year of the Executive Officer’s
        termination with the amount of the full year bonus determined as above (Amount
        of Severance – Change of Control) and multiplied by a fraction, the numerator of
        which is the number of days elapsed during the year of the Executive Officer’s
        termination (to and including the date of termination), and the denominator
        of
        which is 365.

       

      Benefit
        Coverage

       

      Medical,
        dental and vision coverage will continue at active employee rates for so
        long as
        the Executive Officer is receiving severance benefits (or over the period
        for
        which severance is calculated).  Thereafter, the continuation coverage
        period under the Consolidated Omnibus Budget Reconciliation Act of 1985
        (“COBRA”) will start, and the Executive may continue such coverage at standard
        COBRA rates.  All other employee benefit plans terminate on the
        Executive Officer’s date of termination.  Severance payments will not
        be considered eligible earnings under the Company’s pension and 401(k) plans,
        and the period of severance will not count towards credited service and vesting
        severance under the Company’s pension and 401(k) plans.

       

      If
        during
        the Severance Period a former Executive Officer accepts employment with a
        new
        employer, any medical and dental benefits provided under the Company’s plans at
        the employee contribution rates pursuant to the preceding paragraph will
        be
        discontinued when the former employee is eligible for coverage under the
        new
        employer’s plans.  Coverage may be continued at standard COBRA rates
        only in accordance with the COBRA provisions of the Company’s medical, dental
        and vision plans.  A former employee must notify the Human Resources
        Department in writing when he or she obtains coverage under a new employer’s
        plans.

       

      Retirement
        Benefits

       

      If
        an
        Executive Officer is receiving Change of Control severance, and is an active
        participant in the Company’s defined contribution retirement plan as of the date
        of his or her termination, the Company shall pay the Executive an additional
        amount equal to the amount of Company contributions (match and retirement
        contributions) that would have been contributed to the plan over the period
        that
        Change of Control severance is calculated.  The amount of
        matching

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      contributions
        shall be equal to the maximum matching percentage under the plan as of the
        date
        of termination, and the amount of the Company retirement contribution shall
        be
        based on the greatest such contribution (as a percentage of pay) for the
        three
        (3) plan years immediately preceding the Change of Control.

       

      If
        an
        Executive Officer is receiving Change of Control severance, and is an active
        participant in the Company’s defined benefit pension plan as of the date of his
        or her termination, then in addition to the retirement benefits to which
        the
        Executive is entitled under the Company’s qualified and non-qualified defined
        benefit pension plans (collectively “Pension Plans”), the Company shall pay the
        Executive monthly an amount equal to the excess of (i) over (ii) below
        where

       

      (i)           equals
        the sum of the aggregate monthly amounts of pension benefits (determined
        as a
        straight life annuity) to which the Executive would have been entitled under
        the
        terms of the Pension Plans in which he was an active participant as of the
        date
        of termination determined as if he were fully vested thereunder and had
        accumulated additional years equal to the period of time over which Change
        of
        Control severance is calculated, and where

       

      (ii)           equals
        the sum of the aggregate monthly amounts of pension payments (determined
        as a
        straight life annuity) to which the Executive is entitled under the terms
        of
        each of the Pension Plans in which he was an active participant at the date
        of
        the Change of Control.

       

      For
        purposes of clause (i), the amount of Change of Control severance pay shall
        be considered as part of the Executive’s final average earnings under the
        non-qualified pension plan.  The supplemental pension benefits
        determined under this Plan shall be payable by the Company to the Executive
        in
        the same manner and for as long as his pension benefits under the Company’s
        non-qualified pension plan and shall be adjusted actuarially to reflect payment
        in a form other than a straight life annuity.  Benefits which commence
        prior to normal retirement age shall be actuarially reduced to reflect early
        commencement to the extent, if any, provided in the Company’s non-qualified
        pension plan.

       

      Outplacement

       

      If
        an
        Executive Officer is receiving any severance benefits under this Plan, he
        or she
        shall also be entitled to receive outplacement assistance with a provider
        chosen
        by the Company for a value of up to the amount set forth in the following
        table:

       

      
        	
                Tier

              	
                Amount
                  of Outplacement

              
	
                Tier
                  I

              	
                $60,000

              
	
                Tiers
                  II & III

              	
                $30,000

              


      

      


      Only
        those outplacement services incurred before the end of the second calendar
        year
        after the year during which the separation from service occurred shall be
        reimbursed under this Plan.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Vacation

       

      Executive
        Officers will receive pay for all unused and accrued vacation for the year
        of
        termination as a part of their final regular pay.  Payment will be
        made in conformance with prevailing state laws.

       

      Other
        Company Payments

       

      Notwithstanding
        any provision of this Plan to the contrary, the severance benefits under
        this
        Plan shall be reduced, but not below zero, by the severance benefits then
        payable to an Executive Officer under any other agreement, understanding,
        plan,
        policy, program or arrangement of the Company or a subsidiary or affiliate
        of
        the Company in effect or in force at the time of the Executive Officer’s
        termination of employment.; provided, however, that such offset
        shall not operate to accelerate or defer the payment of any deferred
        compensation subject to Code Section 409A. 

       

      Excise
        Tax Gross-Up

       

      If
        the
        Executive Officer becomes subject to the excise tax imposed by Code Section
        4999
        (the “Parachute Excise Tax”), the Company and Executive Officer agree
        that:

       

      (i)           If
        the aggregate of all “parachute payments” (as such term is used under Code
        Section 280G) does not exceed 330% of the “base amount” (as such term is used
        under Code Section 280G), then the parachute payment shall be reduced to
        299.99%
        of such  base amount;

       

      (ii)           If
        the aggregate of all parachute payments exceeds 330% of the base amount,
        then
        the Company shall pay to Executive Officer a tax gross-up payment so that
        after
        payment by or on behalf of Executive Officer of all federal, state, and local
        excise, income, employment, Medicare and any other taxes (including any related
        penalties and interest) resulting from the payment of the parachute payments
        and
        the tax gross-up payments to Executive Officer by the Company, Executive
        Officer
        retains on an after-tax basis an amount equal to the amount that Executive
        Officer would have retained if Executive Officer had not been subject to
        the
        Parachute Excise Tax;

       

      (iii)           The
        computation of the excess parachute payment in accordance with Code Section
        280G
        shall be done by a nationally recognized and reputable independent accounting
        or
        valuation firm selected and paid for by the Company;

       

      (iv)           Executive
        Officer shall notify the Company in writing of any claim by the Internal
        Revenue
        Service that, if successful, would require the payment by the Company of
        any tax
        gross-up payments.  Such notification shall be given as soon as
        practicable but no later than ten (10) business days after Executive Officer
        is
        informed in writing of such claim and shall apprise Company of the nature
        of
        such claim and the date on which such claim is requested to be
        paid.  The Executive Officer shall not pay such claim prior to the
        expiration of the thirty (30)-day period following the date on which Executive
        Officer gives such notice to the Company (or such shorter period ending on
        the
        date that any payment of taxes with respect to such claim is
        due).  If  the Company notifies Executive Officer in writing
        prior to the expiration of such period that it desires to contest such claim,
        Executive Officer shall:

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (A)           give
        the Company any information reasonably requested by the Company relating
        to such
        claim,

       

      (B)           take
        such action in connection with contesting such claim as the Company shall
        reasonably request in writing from time to time, including, without limitation,
        accepting legal representation with respect to such claim by an attorney
        reasonably selected by the Company,

       

      (C)           cooperate
        with the Company in good faith in order effectively to contest such claim,
        and

       

      (D)           permit
        the Company to participate in any proceedings relating to such
        claim;

       

      provided,
        however, that the Company shall bear and pay directly all costs and expenses
        (including additional interest and penalties) incurred in connection with
        such
        contest and shall indemnify and hold Executive Officer harmless, on an after-tax
        basis, for any excise tax or income tax (including interest and penalties
        with
        respect thereto) imposed as a result of such representation and payment of
        costs
        and expenses.  Without limitation on the foregoing provisions of this
        section of the Plan shall control all proceedings taken in connection with
        such
        contest and, at its sole option, may pursue or forego any and all administrative
        appeals, proceedings, hearings and conferences with the taxing authority
        in
        respect of such claim and may, at its sole option, either direct Executive
        Officer to pay the tax claimed and sue for a refund or contest the claim
        in any
        permissible manner, and Executive Officer agrees to prosecute such contest
        to a
        determination before any administrative tribunal, in a court of initial
        jurisdiction and in one or more appellate courts, as the Company shall
        determine; provided, however, that if the Company directs Executive Officer
        to
        pay such claim and sue for a refund, the Company shall advance the amount
        of
        such payment to Executive Officer, on an interest-free basis and shall indemnify
        and hold Executive Officer harmless, on an after-tax basis, from any excise
        tax
        or income tax (including interest or penalties with respect thereto) imposed
        with respect to such advance or with respect to any imputed income with respect
        to such advance; and further provided that any extension of the statute of
        limitations relating to payment of taxes for the taxable year of Executive
        Officer with respect to which such contested amount is claimed to be due
        is
        limited solely to such contested amount.  Furthermore,
        the  Company’s control of the contest shall be limited to issues with
        respect to which a gross-up payment would be payable hereunder and Executive
        Officer shall be entitled to settle or contest, as the case may be, any other
        issue raised by the Internal Revenue Service or any other taxing authority;
        and

       

      (E)           If,
        after the receipt by Executive Officer of an amount advanced by the Company
        pursuant to this Section of the Plan, Executive Officer becomes entitled
        to
        receive any refund with respect to such claim, Executive Officer shall (subject
        to the Company’s complying with the requirements of this Section) promptly pay
        to the Company the amount of such refund (together with any interest paid
        or
        credited thereon after taxes applicable thereto).  If, after the
        receipt by Executive Officer of an amount advanced by the Company pursuant
        to
        this Section, a determination is made that Executive Officer shall not be
        entitled to any refund with respect to such claim and the 

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Company
        does not notify Executive Officer in writing of its intent to contest such
        denial of refund prior to the expiration of thirty (30) days after such
        determination, then such advance shall be forgiven and shall not be required
        to
        be repaid and the amount of such advance shall offset, to the extent thereof,
        the amount of gross-up payment required to be paid.

       

      Release
        of Claims

       

      In
        no
        event will an Executive Officer be eligible for General or Change of Control
        severance benefits under this Plan until the Executive Officer signs a
        separation letter along with a release and waiver of claims in the form proposed
        by the Company; provided that such release and waiver of claims must be
        presented by the Company to the Executive Officer within 14 days after the
        Executive Officer’s separation from service and must be executed and become
        irrevocable no later than the earlier to occur of the date set forth in such
        release or 90 days after such separation from service. 

       

      Legal
        Fees

       

      All
        reasonable costs and expenses (including fees and disbursements of
        counsel) incurred by Executive Officer in seeking to interpret this Plan or
        enforce rights pursuant to this Plan shall be paid on behalf of or reimbursed
        to
        Executive Officer promptly by the Company, if Executive Officer is successful
        in
        asserting such rights.  The Executive Officer may waive such payment
        for tax or any other reasons.

       

      Administration

       

      This
        Plan
        shall be administered by the Compensation Committee of the Board of Directors
        or
        any comparable committee designated to do so by the Board (the “Plan
        Administrator”).  The Plan Administrator may designate persons to
        carry out its responsibilities under this Plan.

       

      Amendment
        and Termination

       

      The
        statements contained in this Plan are not intended to create nor are they
        to be
        construed to constitute conditions of employment or a contract of employment
        between the Company and any employee.  Except as provided in the
        following sentence, the Company reserves the right to modify, suspend or
        terminate the Plan or the benefits provided at any time without prior notice
        to
        any Executive Officer.  Solely with respect to the provisions under
“Amount of Severance Pay – Change of Control”, no amendment or termination of
        such provisions will be effective until 24 months following the date a notice
        of
        such amendment or termination is provided to Executive Officers of the
        Company.

       

      Benefit
        Claim Process

       

      The
        Company will notify Executive Officers of any amounts of severance benefits
        payable under this Plan.  If an Executive Officer does not receive
        severance pay benefits within 60 days (or such later date as required under
        Code
        Section 409A) of his or her date of termination, he or she may assume that
        the
        Plan Administrator has determined that such

       

       

      
        
          
          

        

        
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      Executive
        Officer is not eligible for severance pay benefits.  If any Executive
        Officer believes that he or she has been denied severance pay benefits to
        which
        he or she may be entitled, the Executive Officer should submit a written
        claim
        for severance pay benefits to the Chairman of the Plan
        Administrator.  The Chairman of the Plan Administrator will notify the
        employee of any claim for severance pay that is denied, in whole or in part,
        within 30 days of the date the claim is received (unless special circumstances
        required additional time for processing the claim).

       

      OTHER
        TERMS:

       

      No
        Vesting

       

      No
        provision of this Plan shall be construed as giving rise to or granting any
        vested right to receive severance benefits.

       

      Code
        Section 409A

       

      To
        the
        extent applicable, it is intended that this Plan shall comply with the
        provisions of Code Section 409A, and this Plan shall be construed and applied
        in
        a manner consistent with this intent.  In the event that any payment
        or benefit under this Plan is determined by the Company to be in the nature
        of a
        deferral of compensation, then unless otherwise provided, the Company shall
        take
        such actions as it reasonably determines to ensure that such payments comply
        with the applicable provisions of Code Section 409A and the Treasury Regulations
        thereunder. 

       

      Effective
        Date: DECEMBER 1,
        2007

       

       

      
        
          
          

        

        
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