AND THE
BASIS FOR SUCH CALCULATIONS, INCLUDING, WITHOUT LIMITATION, ANY OPINIONS OR
OTHER ADVICE THE COMPANY HAS RECEIVED FROM THE AUDITOR OR OTHER ADVISORS OR
CONSULTANTS (AND ANY SUCH OPINIONS OR ADVICE WHICH ARE IN WRITING SHALL BE
ATTACHED TO THE STATEMENT).
(F)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE COMMITTEE
MAY DESIGNATE BY RESOLUTION ANY GROUP OF EMPLOYEES OR INDIVIDUAL EMPLOYEE THAT
WOULD NOT BE ELIGIBLE TO RECEIVE A GROSS-UP PAYMENT OR ANY OTHER BENEFIT
PROVIDED FOR UNDER THIS SECTION 3.6.
WITH REGARD TO ANY SUCH EMPLOYEE OR GROUP
OF EMPLOYEES, THE COMMITTEE MAY PROVIDE FOR A REDUCTION IN PAYMENTS FOR THE
PURPOSE OF AVOIDING THE IMPOSITION OF THE EXCISE TAX,
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IN ALL OR CERTAIN SPECIFIED CIRCUMSTANCES, SUCH REDUCTION TO BE IMPLEMENTED
PURSUANT TO SUCH RULES AS THE COMMITTEE SHALL ADOPT FROM TIME TO TIME.
3.8.
PAYMENT FOR CANCELLED STOCK OPTIONS.
AN EMPLOYEE ELIGIBLE FOR
BENEFITS UNDER THE PLAN DUE TO A CHANGE IN CONTROL MAY RECEIVE THE VALUE OF
AMERICAN EXPRESS COMPANY VESTED STOCK OPTIONS THAT ARE CANCELLED, ON OR BEFORE
DECEMBER 31, 2009, DUE TO A (A) CHANGE IN CONTROL OR (B) DEFINED TERMINATION.
THE VALUE, IF ANY, WILL BE DETERMINED BY THE COMPANY, IN ITS SOLE DISCRETION AND
BE EQUAL TO THE BLACK SCHOLES VALUE (FOR THE REMAINING TERM) LESS THE INTRINSIC
VALUE OF THE OPTION (ALL MEASURED AT THE OPTIONS' CANCELLATION DATE).
SUBJECT
TO ARTICLE 4.1, THIS BENEFIT WILL BE PAYABLE IN A ONE-TIME LUMP SUM PAYMENT MADE
AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE CANCELLATION OF THE OPTION DUE
TO (A) OR (B) ABOVE, BUT IN NO EVENT LATER THAN 90 DAYS THEREAFTER.
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ARTICLE FOUR
METHOD OF PAYMENT
4.1.
PAYMENT.
4.1.1.
TO THE EXTENT THAT A PARTICIPANT'S SEVERANCE BENEFIT UNDER THE PLAN
QUALIFIES FOR THE INVOLUNTARY SEPARATION PAY EXEMPTION TO SECTION 409A, SUCH
BENEFIT (OR THE PORTION THEREOF THAT QUALIFIES FOR SUCH EXEMPTION) MAY BE
PAYABLE IN BIWEEKLY OR OTHER INSTALLMENTS OVER A NUMBER OF WEEKS NOT EXCEEDING
THE NUMBER OF WEEKLY SEVERANCE BENEFIT PAYMENTS DETERMINED PURSUANT TO
SECTION 3.1 ABOVE (INCLUDING ANY RESOLUTION REFERRED TO THEREIN) AT THE SOLE
DISCRETION OF THE EMPLOYING COMPANY; PROVIDED, HOWEVER, THE EMPLOYEE SHALL HAVE
NO SAY IN THE FORM OF BENEFIT CHOSEN BY THE EMPLOYING COMPANY.
4.1.2.
TO THE EXTENT THAT A PARTICIPANT'S SEVERANCE BENEFIT UNDER THE PLAN
DOES NOT QUALIFY FOR THE INVOLUNTARY SEPARATION PAY EXEMPTION OR OTHER EXEMPTION
TO SECTION 409A, SUCH BENEFIT (OR THE PORTION THEREOF THAT QUALIFIES FOR SUCH
EXEMPTION) SHALL BE PAID TO THE PARTICIPANT IN A LUMP SUM ON THE FIRST DAY OF
THE SEVENTH MONTH FOLLOWING THE EMPLOYEE'S TERMINATION OF EMPLOYMENT, OR AS SOON
THEREAFTER AS ADMINISTRATIVELY PRACTICABLE, BUT IN NO EVENT LATER THAN 90 DAYS
THEREAFTER.
4.1.3.
NOTWITHSTANDING ANYTHING IN THE PLAN TO THE CONTRARY, IF THE
EMPLOYEE UNDERGOES A TERMINATION OF EMPLOYMENT WITHIN TWO (2) YEARS FOLLOWING A
CHANGE IN CONTROL AND IF THE EMPLOYEE RECEIVES LUMP-SUM SEVERANCE, TO THE EXTENT
PERMITTED UNDER SECTION 409A, THE EMPLOYEE SHALL CONTINUE TO BE ELIGIBLE TO
RECEIVE