THE REGULATIONS PURSUANT TO THE US EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED AND WILL BE INTERPRETED ACCORDINGLY.
ADMINISTRATIVE INFORMATION REGARDING THE EXECUTIVE SEVERANCE PLAN AND THE CLAIMS
PROCEDURE UNDER THE EXECUTIVE SEVERANCE PLAN IS SET FORTH IN APPENDIX A.
9.
IF, AFTER A CHANGE IN CONTROL (AS DEFINED IN THE 2004 INCENTIVE
COMPENSATION PLAN), YOU OR YOUR ESTATE OR YOUR HEIRS PREVAIL IN ANY ACTION TO
ENFORCE YOUR RIGHTS UNDER THIS LETTER AGREEMENT, YOU SHALL BE ENTITLED TO
RECEIVE YOUR ATTORNEY'S FEES, COSTS AND EXPENSES INCURRED IN ENFORCING YOUR
RIGHTS UNDER THIS LETTER AGREEMENT, AS WELL AS INTEREST AT THE PRIME RATE AS
PUBLISHED IN THE WALL STREET JOURNAL FROM TIME TO TIME ON THE AMOUNT OF THE
JUDGMENT FROM THE DATE OF DEMAND FOR PAYMENT HEREUNDER THROUGH THE DATE OF
RECEIPT OF THE AMOUNT OF THE JUDGMENT.
10.
THIS LETTER AGREEMENT, THOSE DOCUMENTS EXPRESSLY REFERRED TO
HEREIN AND OTHER DOCUMENTS OF EVEN DATE HEREWITH EMBODY THE COMPLETE AGREEMENT
AND UNDERSTANDING AMONG YOU AND THE COMPANY AND SUPERSEDE AND PREEMPT ANY PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN
OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY, EXCEPT
YOUR AGREEMENT EXECUTED
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ATTACHED HERETO.
YOU HEREBY AGREE
THAT IN CONSIDERATION FOR AND SUBJECT TO THE RECEIPT OF PAYMENTS TO BE RECEIVED
UNDER THIS LETTER AGREEMENT, YOU WAIVE ANY AND ALL RIGHTS TO SEVERANCE PAYMENTS
OR BENEFITS UNDER ANY OTHER PLANS, PROGRAMS, CONTRACTS OR ARRANGEMENTS OF THE
COMPANY EXCEPT AS PROVIDED IN ANY INCENTIVE OR EQUITY GRANT.
11.
YOU AGREE TO KEEP THE TERMS, CONDITIONS AND AMOUNTS PAYABLE UNDER
THIS EXECUTIVE SEVERANCE PLAN STRICTLY CONFIDENTIAL.
FAILURE TO RESPECT THIS
CONFIDENTIALITY WILL JEOPARDIZE PARTICIPATION IN THE PLAN.
12.
IF YOU ARE REHIRED DURING THE PERIOD YOU ARE RECEIVING SEVERANCE
PAYMENTS, YOUR SEVERANCE PAYMENTS WILL STOP ON YOUR REHIRE DATE AND YOUR FUTURE
PARTICIPATION IN THE EXECUTIVE SEVERANCE PLAN WILL BE DETERMINED BY THE BOARD
BASED ON THE FACTS AND CIRCUMSTANCES OF YOUR REHIRE.
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13.
IF YOU DIE WHILE RECEIVING SEVERANCE PAY, ANY REMAINING SEVERANCE
WILL BE PAID TO YOUR ESTATE OR HEIRS.
14.
IF YOUR SEVERANCE PAY HAS BEEN OVERPAID OR WRONGFULLY PAID, YOU
MUST RETURN THE OVERPAYMENT TO THE COMPANY.
IF YOU FAIL TO RETURN THE
OVERPAYMENT UPON NOTIFICATION, YOU MAY NOT RECEIVE FUTURE SEVERANCE PAY.
IN
ADDITION, THE COMPANY MAY TAKE APPROPRIATE STEPS TO COLLECT THE OVERPAYMENT.
15.
IF YOUR ADDRESS CHANGES WHILE YOU ARE RECEIVING SEVERANCE PAY AND
YOU DO NOT NOTIFY THE COMPANY, YOUR SEVERANCE PAY MAY BE DELAYED.
16.
This letter is subject to the laws of the United States.
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Working together, we can leverage our strengths, manage through our challenges
and anticipate a very positive future.
I very much look forward to working with
you as we progress together.
Congratulations!
/s/ Kathy Kennedy
Kathy Kennedy
Senior Vice President Human Resources
Agreed and Acknowledged
Participant Name
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EXECUTIVE SEVERANCE PLAN
, 2005
APPENDIX A
Plan Sponsor and Administrator
Dade