A participant is generally entitled to benefits under the Plan when the participant is terminated by the Company or any applicable U.S. subsidiary or U.S. affiliate unless the termination is: (i) a voluntary termination (including for retirement); (ii) due to total and permanent disability; (iii) due to death; (iv) a termination for cause; (v) the result of the participant accepting employment with another company in connection with a sale, lease, exchange, outsourcing arrangement or any other type of transfer of any portion of a discrete organizational unit or business segment of the Company, provided that the employment offer includes compensation and medical benefits comparable in the aggregate to those provided by the Company; (vi) followed by immediate or continued employment by the Company or a U.S. affiliate or U.S. subsidiary of the Company; or (vii) due to failing to return to work following an approved leave of absence.

In order to receive benefits under the Plan, a participant must execute a general release of claims and must not be in breach of any covenants or obligations contained in the Plan or any other applicable agreement with the Company or any applicable U.S. subsidiary or U.S. affiliate. Those participants satisfying all requirements under the Plan are entitled to receive, in addition to accrued salary through the separation date, a lump-sum payment, within thirty (30) days after signing and not revoking a general release of claims, in an amount equal to twelve (12) months (or nine (9) months in the case of Appointed Vice Presidents or salary grade EXB employees) of base salary and a pro rata alternate annual incentive bonus or a pro rata alternate sales incentive bonus for the performance period in which the separation occurs.

Participants entitled to severance benefits will also receive, for the number of months of their severance allowance (either twelve (12) months or nine (9) months, as applicable), continued medical plan coverage at the active employee premium rate, and outplacement services for up to twelve (12) months. Certain participants will also receive financial planning services.

Severance pay and benefits under the Plan will be offset against any other severance pay or benefits received by a participant as a result of an individual severance arrangement. A participant may not receive benefits under the Plan if the participant received (or has filed a claim for) benefits under the Change in Control Plan or is claiming termination pay under the laws of any country other than the United States.

Participants receiving an alternate annual incentive bonus or an alternate sales incentive bonus may not under any circumstances receive any incentive bonus or sales incentive bonus under the relevant plans.

The Committee has the discretion to reduce, eliminate, or otherwise adjust the amount of a participant’s potential severance pay and benefits, including the alternate annual incentive bonus or alternate sales incentive bonus, subject to certain limitations.

A participant is generally entitled to receive benefits under the Change in Control Plan if at any time during the two-year period following a “change in control” (as defined in the Change in Control Plan), the participant’s employment is terminated (i) involuntarily for any reason other than cause, death, disability, or retirement under a mandatory retirement policy of the Company in effect prior to the start of negotiations leading to such change in control or (ii) by the participant for “good reason” (as defined in the Change in Control Plan). However, in the case of termination of employment prior to a change in control, but subsequent to such time as negotiations or discussions with a third party relating to a change in control have commenced, a participant will only be entitled to benefits under the Change in Control Plan if the participant demonstrates that his or her termination (i) was at the request of a third party with which the Company is negotiating or has made an agreement with in regards to a change in control or (ii) otherwise occurred in connection with a potential change in control.

In addition to any earned but unpaid salary and pro rata portions of any annual incentive bonus or sales incentive bonus, participants will receive either (i) a lump-sum payment equal to two (2) times base salary and two (2) times their three-year average annual bonus, as well as two (2) years of continued coverage under the Company’s medical, dental, and life insurance plans; (ii) in the case of Senior Vice Presidents or higher, who attained that title prior to January 5, 2011, a lump-sum payment equal to three (3) times base salary and three (3) times their five-year highest annual bonus, as well as three (3) years of continued coverage under the Company’s medical, dental, and life insurance plans; or (iii) in the case of certain executives attaining the level of Corporate Vice President after May 9, 2001 but prior to January 5, 2011, a lump-sum payment equal to two (2) times base salary and two (2) times their five-year highest annual bonus, as well as two (2) years of continued coverage under the Company’s medical, dental and life insurance plans.

Certain “Legacy Plan Participants” (as defined in the Change in Control Plan) are also entitled to additional payment in the amount of any parachute payment excise tax incurred as a result of receiving benefits under the Change in Control Plan, provided that such benefits exceed 110% of the applicable limit.

The Committee may at any time remove an employee as a participant in the Change in Control Plan by providing written notice of removal to the employee; provided that no removal shall be effective (a) during the two-year period following a change in control, (b) if effectuated in connection with a potential change in control, or (c) at such time as the participant is entitled to payment of a separation benefit or any other amounts payable under the Change in Control Plan.

If a Change in Control has not occurred, the Change in Control Plan shall expire February 14, 2014; provided, that upon each annual anniversary of February 15, 2011 (each such annual anniversary a “renewal date”), the Change in Control Plan shall be extended for an additional year, unless pursuant to a resolution adopted by the Company’s Board of Directors prior to the renewal date the Company determines not to so extend the Change in Control Plan.

The Company nevertheless has the right to amend or terminate the Change in Control Plan at any time by action of the majority of the Company’s Board of Directors. However, for a period of two years following a change in control, the Company may not terminate or amend the Change in Control Plan such that a participant’s right to benefits is diminished unless the Company obtains the written consent of the participant.

Exhibit No.

Description