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 OR OTHER
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 DOES NOT QUALIFY FOR
SUCH EXEMPTION) SHALL BE PAID TO THE PARTICIPANT AS FOLLOWS:
(A) THE FIRST
PAYMENT SHALL BE MADE ON THE FIRST DAY OF THE SEVENTH MONTH FOLLOWING THE
EMPLOYEE'S TERMINATION OF EMPLOYMENT, THE AMOUNT OF WHICH SHALL EQUAL THE SUM OF
THE INSTALLMENT PAYMENTS THAT WOULD HAVE BEEN PAID TO THE EMPLOYEE DURING THE
SIX-MONTH PERIOD IMMEDIATELY FOLLOWING THE EMPLOYEE'S TERMINATION OF EMPLOYMENT
HAD THE PAYMENT COMMENCED AS OF SUCH DATE; AND (B) THE REMAINDER OF THE
SEVERANCE BENEFIT SHALL BE PAID IN SUBSTANTIALLY EQUIVALENT INSTALLMENTS.
4.1.3.
NOTWITHSTANDING