EXHIBIT 10.1
AMERICANEXPRESS
SENIOREXECUTIVESEVERANCEPLAN
(AsamendedandrestatedeffectiveJuly 21, 2026)
AMERICANEXPRESS
SENIOREXECUTIVESEVERANCEPLAN
(AsamendedandrestatedeffectiveJuly 21, 2026)
TABLE OF CONTENTS
AMERICANEXPRESS
SENIOREXECUTIVESEVERANCEPLAN
(AsamendedandrestatedeffectiveJuly 21, 2026)
INTRODUCTION
TheBoardofDirectorsofAmericanExpress CompanyestablishedtheAmericanExpress SeniorExecutiveSeverancePlaneffectiveasofJanuary1,1994,toprovideforseverancebenefits for certain eligible executives of American Express Company and its participating subsidiaries whoseemploymentisterminatedundercertainconditions.SeverancebenefitsunderthePlanare to be provided to such eligible executives in exchange for a signed agreement that includes a releaseofallclaims.TheAmericanExpressSeniorExecutiveSeverancePlanisherebyamended and restated effective July 21, 2026, with respect to eligible Employees who receive notice of termination of employment on or after July 21, 2026.
ARTICLE 1
DEFINITIONS
1.1 “Administration Committee” means the Committee established and appointed by the Board of Directors or by a committee of the Board of Directors.
1.2 “Affiliated Company” means any corporation which is a member of a controlled group of corporations (determined in accordance with Section 414(b) of the Code) of which the Company is a member and any other trade or business (whether or not incorporated) which is controlled by, or under common control (determined in accordance with Section 414(c) of the Code) with the Company, but which is not an Employing Company.
1.3 “Annualized Compensation” means, for an Employee for a given year, the Employee’s annualized compensation based upon the annual rate of pay for services provided to the Employing Company for the taxable year of the Employee for the year preceding the given year in which the Employee has a Separation from Service (adjusted for anyincreases during the given year that was expected to continue indefinitely if the Employee had not had a Separation from Service), determined in accordance with Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury Regulations.
1.4 “Base Salary” means the regular basic cash remuneration before deductions for taxes and other items withheld, payable to an Employee for services rendered to an Employing Company, but not including pay for bonuses, incentive compensation, special pay, awards or commissions.
1.5 “BoardofDirectors”meanstheboardofdirectors oftheCompany.
1.6 “Bonus” means annual incentive compensation paid to an Employee over and above Base Salary earned and paid in cash or otherwise under any executive bonus or sales incentive plan or program of an Employing Company.Annual incentive compensation shall not includeincentivecompensationwithaperformanceperiodlongerthanoneyear,butshall
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include awards ofrestrictedstockand restricted stock unitsexpresslygrantedinlieuofcash annual incentive awards.
1.7 “Changein Control”meansthehappeningofanyofthefollowing:
(a) Anyindividual, entityor group (within the meaning of Section 13(d)(3) or 14(d)(2)oftheSecuritiesExchangeActof1934,asamended(the“ExchangeAct”))(a“Person”) becomesthebeneficialowner(withinthemeaningofRule13d-3promulgatedundertheExchange Act)of25 percent ormoreofeither (i)thethen outstandingcommon shares oftheCompany(the “Outstanding Company Common Shares”) or (ii) the combined voting power of the then outstandingvotingsecuritiesoftheCompanyentitledtovotegenerallyintheelectionofdirectors (the “Outstanding Company Voting Securities”); provided, however, that such beneficial ownership shall not constitute a Change in Control if it occurs as a result of any of the following acquisitionsofsecurities:(A) anyacquisitiondirectlyfromthe Company;(B) anyacquisitionby the Company or any corporation, partnership, trust or other entity controlled by the Company (a “Subsidiary”); (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintainedbytheCompanyoranySubsidiary;(D)anyacquisitionbyan underwritertemporarily holding Company securities pursuant to an offering of such securities; (E) any acquisition by an individual, entity or group that is permitted to, and actually does, report its beneficial ownership on Schedule 13-G (or any successor schedule), provided that, if any such individual, entity or groupsubsequentlybecomesrequiredtoordoesreportitsbeneficial ownershiponSchedule13D (oranysuccessorschedule),then,forpurposesofthissubsection,suchindividual,entityorgroup shall be deemed to have first acquired, on the first date on which such individual, entityor group becomes required to or does so report, beneficial ownership of all of the Outstanding Company Common Stock and Outstanding Company Voting Securities beneficially owned by it on such date; or (F) any acquisition by any corporation pursuant to a reorganization, merger or consolidationif,followingsuchreorganization,mergerorconsolidation,theconditionsdescribed inclauses(i),(ii)and(iii)ofSection1.7(c)aresatisfied.Notwithstandingtheforegoing,aChange inControlshallnotbedeemedtooccursolelybecauseanyPerson(the“SubjectPerson”)became the beneficial owner of 25 percent or more of the Outstanding Company Common Shares or Outstanding Company Voting Securities as a result of the acquisition of Outstanding Company CommonSharesorOutstandingCompanyVotingSecuritiesbytheCompanywhich,byreducing thenumberofOutstandingCompanyCommonSharesorOutstandingCompanyVotingSecurities, increases the proportional number of shares beneficially owned by the Subject Person; provided, that if a Change in Control would be deemed to have occurred (but for the operation of this sentence) as a result of the acquisition of Outstanding CompanyCommon Shares or Outstanding Company Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional Outstanding Company CommonSharesorOutstandingCompanyVotingSecuritieswhichincreasesthepercentageofthe Outstanding Company Common Shares or Outstanding Company Voting Securities beneficially ownedbytheSubjectPerson,thenaChangeinControlshallthenbedeemedtohaveoccurred;or
(b) Individualswho,asofthedatehereof,constitutetheBoardofDirectors(the “IncumbentBoard”)ceaseforanyreasontoconstituteatleastamajorityoftheBoardofDirectors; provided, however, that any individual becoming a director subsequent to the date hereof whose
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election,ornominationforelectionbytheCompany’sshareholders,wasapprovedbyavoteofat leastamajorityofthedirectorsthencomprisingtheIncumbentBoardshallbeconsideredasthough suchindividualwereamemberoftheIncumbentBoard,butexcluding,forthispurpose,anysuch individual whose initial assumption of office occurs as a result of either an actual or threatened electioncontestorother actualor threatened solicitationofproxiesor consentsbyor onbehalfof aPersonotherthantheBoardofDirectors,includingbyreasonofagreementintendedtoavoidor settle any such actual or threatened contest or solicitation; or
(c) The consummation of a reorganization, merger, statutory share exchange, consolidation, or similar corporate transaction involving the Company or any of its direct or indirect Subsidiaries (each a “Business Combination”), in each case, unless, following such Business Combination, (i) the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination, continue to represent(eitherbyremainingoutstandingorbeingconvertedintovotingsecuritiesoftheresulting or surviving entity or any parent thereof) more than 50 percent of the then outstanding shares of commonstockandthecombinedvotingpowerofthethenoutstandingvotingsecuritiesentitledto vote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly orthroughoneormoresubsidiaries),(ii)noPerson(excludingtheCompany,anyemployeebenefit plan (or related trust) of the Company, a Subsidiary of such corporation resulting from such Business Combination or any parent or subsidiary thereof, and any Person beneficially owning, immediatelypriorto suchBusiness Combination,directlyorindirectly, 25 percent ormoreofthe Outstanding Company Common Shares or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25 percent or more of, respectively, the then outstandingsharesofcommonstockofthecorporationresultingfromsuchBusinessCombination (or anyparent thereof) or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination (or any parent thereof) were members of the Incumbent Board at the time of the executionoftheinitialagreementoractionoftheBoard ofDirectors providingforsuch Business Combination; or
(d) Theconsummationofthesale,lease,exchangeorotherdispositionofallor substantiallyalloftheassetsoftheCompany,unlesssuchassetshavebeensold,leased,exchanged ordisposedoftoacorporationwithrespecttowhichfollowingsuchsale,lease,exchangeorother disposition(i)morethan50percentof,respectively,thethenoutstandingsharesofcommonstock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (or any parent thereof) entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Shares and Outstanding Company Voting Securities immediately prior to such sale, lease, exchangeorotherdispositioninsubstantiallythesameproportionsastheirownershipimmediately prior to such sale, lease, exchange or other disposition of such Outstanding Company Common SharesandOutstandingCompanyVotingShares,asthecasemaybe,(ii)noPerson(excludingthe
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Companyand any employee benefit plan (or related trust)) of the Company or a Subsidiaryor of suchcorporationorasubsidiarythereofandanyPersonbeneficiallyowning,immediatelypriorto such sale, lease, exchange or other disposition, directly or indirectly, 25 percent or more of the OutstandingCompanyCommonSharesorOutstandingCompanyVotingSecurities,asthecase may be) beneficially owns, directly or indirectly, 25 percent or more of respectively, the then outstandingsharesofcommonstockofsuchcorporation(oranyparentthereof)andthecombined votingpowerofthethen outstandingvotingsecurities ofsuch corporation (oranyparent thereof) entitledtovotegenerallyintheelectionofdirectorsand(iii)atleastamajorityofthemembersof theboardofdirectorsofsuchcorporation(oranyparentthereof)weremembersoftheIncumbent Board at the time of the execution of the initial agreement or action of the Board of Directors providing for such sale, lease, exchange or other disposition of assets of the Company; or
(e) Approval bytheshareholders of theCompanyofa completeliquidation or dissolution of the Company.
1.8 “Code”meansthe InternalRevenueCodeof1986,asamended fromtimetotime.
1.9 “Committee” means the Compensation and Benefits Committee of the Board of Directors or any successor committee appointed by the Board of Directors.
1.10 “Company” means American Express Company, a New York corporation, its successors and assigns.
1.11 “Comparable Position” means a job with the Company, an Employing Company, anAffiliatedCompanyorsuccessorcompanyatthesameorhigherBaseSalaryasanEmployee’s current job and at a work location within reasonable commuting distance from an Employee’s home,asdeterminedbysuchEmployee’sEmployingCompany.ForEmployeesintheEmploying Company’sinternationalexpatriateprogram,ComparablePositionmeansajobwithanEmploying Company, an Affiliated Company or successor company at the same or higher Base Salary as an Employee’s current job and at a work location in the Employee’s country of assignment, home country or career base country.
1.12 “Competitor” means, for an Employee, a company included in the competitor list in the Agreement required by Section 3.5 and signed by the Employee.
1.13 “Constructive Termination” means a Separation from Service by an Employee from an EmployingCompanyas aresult ofoneor moreofthefollowingwithout theEmployee’s written consent within two years after a Change in Control (each of the following, a “Good Reason”):
(a) a material reduction in Base Salary, except for across-the-board changes similarlyaffectingallEmployeesoftheEmployingCompanyandallEmployeesofanyPersonin controloftheEmployingCompany,oranymaterialreductionintheaggregateoftheEmployee’s annual and long term incentive opportunity, in each case from that in effect immediatelyprior to the Change in Control;
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(b) the Employing Company’s requirement that the Employee be based more than50milesfromthelocationatwhichtheEmployeewasbasedimmediatelypriortotheChange in Control and which location is more than 35 miles from the Employee’s residence;
(c) the assignment to the Employee of any duties that are materially inconsistent with the Employee’s duties prior to the Change in Control; or
(d) asignificantreductionintheEmployee’sposition,duties,orresponsibilities from those in effect prior to the Change in Control.
The Employee shall notify the Employing Company within 30 days after the occurrence of an eventgivingrisetoaGoodReasonandtheEmployingCompanyshallhave30daystoremedythe condition, and if remedied by the Employing Company within such 30-day period, no Good Reasonshallexistonaccountoftheremediedevent.AConstructiveTerminationisintendedto qualifyasaninvoluntaryseparationfromserviceforpurposesofSection409A,andthisdefinition of Constructive Termination shall be administered and interpreted consistent with such intention.
1.14 “Defined Termination” means a Separation from Service of an Employee within two years after a Change in Control that occurs as a result of either:(a) an Involuntary Termination, or (b) a Constructive Termination.
1.15 “Employee” means any person, at the senior executive level as defined by the Administration Committee, paid through the payroll function of the Employing Company (as opposedtotheaccountspayablefunctionoftheEmployingCompany)andemployedonaregular full-time basis (i.e., an employee whose scheduled workweek is consistent with the standard workweekscheduleofabusinessunitordepartment)orregularpart-timebasis(i.e.,anemployee who is scheduled to work at least 20 hours per week, but fewer than the hours of a regular full-timeemployee)byanEmployingCompany,whoreceivesfromanEmployingCompanyaregular stated compensation and who is paid through the payroll department of the Company or an Employer Company; provided, however, that an Employing Company or operating business unit thereof, due to business, marketplace or employee relations reasons, may, in its sole discretion, by policy exclude from the definition of Employee under the Plan any category or level of employee employed in a non-exempt, exempt or executive level position or in an initial probationary or trial period of employment.The term Employee shall not include any person who has entered into an independent contractor agreement, consulting agreement, franchise agreement or any similar agreement with an Employing Company, nor the employeesofanysuchperson,regardlessofwhetherthatperson(includinghisorheremployees) is later found to be an employee by any court of law or regulatory authority.
1.16 “Employing Company” means the Company and such of its subsidiaries and affiliated companies and other trades or businesses as have adopted the Plan and have been admitted to participation by the Committee or any one or more of them, and any corporation or otherentitysucceedingtotherightsandassumingtheobligationsofanysuchcompanyhereunder in the manner described in Section 7.1.
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1.17 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
1.18 “Good Cause” means a discontinuance of an Employee’s employment by an Employing Company upon one of the following:
(a) theEmployee’sWillfulandcontinuedfailuretoadequatelyperform substantially all of the Employee’s duties with the Employing Company;
(b) theEmployee’sWillfulengagementinconductwhichisdemonstrablyand materiallyinjurioustotheEmployingCompanyoranaffiliatethereof,monetarilyorotherwise;or
(c) theEmployee’sconvictionofafelony.
1.19 “IncentiveCompensationPlan”the American Express Company 2016 Incentive Compensation Plan, as amended from time to time, and any successor plan(s) thereto.
1.20 “Involuntary Termination” means any involuntary Separation from Service by an EmployeefromanEmployingCompanyforreasonsotherthanGoodCausewithintwoyearsafter a Change in Control.An Involuntary Termination is intended to qualify as an involuntary separation from service for purposes of Section 409A, and this definition of Involuntary Termination shall be administered and interpreted consistent with such intention.
1.21 “Leave of Absence” means the period during which an Employee is absent from work pursuant to a leave of absence granted by an Employing Company where such leave of absence does not result in a Separation from Service.
1.22 “Mutually Satisfactory Resignation” means an Employee’s resignation where the Employing Company would have terminated the Employee’s services if the Employee did not voluntarily resign, and the Employee was aware of that fact.A Mutually Satisfactory Resignation is intended to qualify as an involuntary separation from service for purposes of Section 409A, and this definition of Mutually Satisfactory Resignation shall be administered and interpreted consistent with such intention.
1.23 “Plan”meanstheAmericanExpressSeniorExecutiveSeverancePlan,assetforth herein and as hereafter amended or restated from time to time.
1.24 “PlanYear”means acalendaryear.
1.25 “Policy” means the American Express Section 409A Compliance Policy, as amended from time to time, and any successor policy thereto.
1.26 “PredecessorCompany”meansanycorporationorunincorporatedentityheretofore orhereaftermergedorconsolidatedwithorotherwiseabsorbedbyanEmployingCompanyorany substantialpartofthebusinessofwhichhasbeenorshallbeacquiredbyanEmployingCompany.
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1.27 “Retirement” means a Separation from Service that qualifies as a “normal retirement,” as defined in and meeting the terms and conditions of the American Express Retirement Savings Plan, as amended from time to time, and any successor plan thereto.
1.28 “Section 409A” means Section 409A of the Code, and the Treasury Regulations promulgated and other official guidance issued thereunder.
1.29 “Section409AChangeinControl”means a“change intheownership,” a “change intheeffectivecontrol”ora“changeintheownershipofasubstantialportionoftheassets”ofthe Employing Company, each as determined in accordance with Section 409A.
1.30 “Section 401(a)(17) Limit” means, with respect to a given year, the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for such year, determined in accordance with Section 1.409A-1(b)(9)(iii)(A)(2) of the Treasury Regulations.
1.31 “Separation from Service” means a “separation from service” for purposes of Section 409A, as determined in accordance with the Policy.
1.32 “Separation Period” means the period of time over which an Employee receives severancebenefitsunderthePlaninsubstantiallyequalinstallmentpayments,whichshallbeequal to the number of weeks of severance benefits to which the Employee is entitled pursuant to Schedule A hereto.
1.33 “Willful” means that an act or failure to act on an Employee’s part is done, or omitted to be done, by the Employee in a manner that is not in good faith, and that is without reasonablebeliefthatsuchactionoromissionwasinthebestinterestsofanEmployingCompany.
ARTICLE 2
PARTICIPATION
2.1 Eligibility to Receive Benefits.Subject to Section2.2, each Employee shall be eligibletoreceivebenefitsunderthePlanintheeventofsuchEmployee’sSeparationfromService from an Employing Company for one of the following reasons:
(a) reductioninforce;
(b) position elimination;
(c) officeclosing;
(d) poorperformance;
(e) MutuallySatisfactoryResignation;
(f) relocationofanemployee’scurrentpositionthatdoesnotmeetthe definition of Comparable Position; or
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(g) DefinedTermination(notwithstandinganyprovisionofSection 2.3).
2.2 Limitations on Eligibility.In the event an Employee who is otherwise eligible to receivebenefitsunderthePlanisofferedaComparablePosition(whetherthepositionisaccepted orrejectedbytheEmployee),theEmployeewillnotbeeligibletoreceivebenefitsunderthePlan with respect to anyresultant Separation from Service.In addition, an Employeeis not eligibleto receive benefits under the Plan if the Employee accepts any position in the Company, an EmployingCompany, an AffiliatedCompanyorsuccessorcompany(regardlessofwhetheritisa Comparable Position).An Employee who is in Band 99 and who otherwise meets the eligibility criteria may only receive benefits under the Plan if approved by the Committee in advance.AnEmployeewhoisofferedorplacedonatemporarylayoffstatus(oftenreferredtoas a furlough) with reduced or no pay for a period of less than six months during which time the Employee continues to participate in certain benefit plans as determined by the Company is not eligibletoreceivebenefitsunderthePlan.
2.3 Ineligibilityfor Participation.An Employeeis ineligibleto receivebenefits under thePlanintheeventofhisorherSeparationfromServicebyanEmployingCompanyforareason other than those enumerated in Section 2.1, including, but not limited to, the following:
(a) voluntaryresignation;
(b) failuretoreportforwork;
(c) failuretoreturnfromleave;
(d) return from a Leave of Absence which extends beyond the policy reinstatement period, if applicable, and no position is available;
(e) excessiveabsenteeismorlateness;
(f) merger, acquisition, sale, transfer, outsourcing or reorganization of all or part of the EmployingCompanyor anyaffiliate thereof where either (i) a Comparable Position is offered with, or (ii) the Employee accepts any position (regardless of whether it is a Comparable Position) with, a successor company, whether affiliated or unaffiliated with the Employing Company, including an outside contractor, and whether or not the successor company adopts the Plan;
(g) violation of a policy or procedure of the Employing Company, insubordination, unwillingness to perform the duties of a position, suspected dishonesty, or other misconduct;
(h) Retirement, including the acceptance of any Employing Company sponsored retirement incentive; provided, however, that in the event an Employee is otherwise eligibleforaseverancepaybenefitinaccordancewithSection2.1 andalsoeligibleforRetirement, the Employee shall be eligible to receive benefits under the Plan in accordance with Article 3; or
(i) death.
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ARTICLE 3
AMOUNT OF BENEFITS
3.1 AmountofBenefits.TheseverancebenefitpayabletoaneligibleEmployeeunder thePlanshallbebasedonhisorherpositionwiththeCompany,EmployingCompanyorAffiliated Company.The formula for determining an Employee’s severance benefit payment shall be calculated by first adding together (a) the Employee’s annual Base Salary in effect immediately prior to the date of Separation from Service and (b) the Employee’s designated target Bonus for the Plan Year in which management tenders to him or her the Agreement required pursuant to Section3.5,orhis orhermost recenttarget Bonus ifnewtargetBonusesforsuchPlanYearhave not yet been set as of such date.The sum of Section3.1(a) and 3.1(b) shall then be divided by52 to calculate the weekly severance benefit (the “Weekly Severance Benefit Amount”).The amount of the total severance benefit (the “Gross Severance Benefit Amount”) shall be determined by multiplyingtheWeeklySeveranceBenefitAmountbythenumberofweeksofseverancebenefits to which the Employee is entitled pursuant to Schedule A hereto.The total amount of severance calculated pursuant to Schedule A hereto shall not exceed 52weeks for Employees who are below Band 99 or 78 weeks for Employees who are in Band 99.
3.2 Limitations on Amount of Severance Benefits.To the extent permissible under Section 409A, benefits payable under the Plan to an Employee shall be inclusive of and offset by anyotherseverance, redundancyortermination payment madebyan EmployingCompanyto the Employee, including, but not limited to, any amounts paid pursuant to federal, state, local or foreign government worker notification (e.g., Worker Adjustment and Retraining Notification Act) or office closing requirements, anyamounts owed the Employee pursuant to a contract with the Employing Company (unless the contract specifically provides otherwise) and amounts paid to an Employee placed in a temporary layoff status (often referred to as a furlough) which immediately precedes the commencement of the severance payments.
3.3 Reemploymentand OtherEmployment.
(a) In theevent an Employeeis reemployed bytheEmployingCompanyoran AffiliatedCompanywithintheSeparationPeriod,theseverancebenefits,ifany,thatareinexcess of the number of weeks between the Separation from Service and the rehire date shall be repaid by the Employee or withheld by the Employing Company, as the case may be; and any benefits withheld or repaid shall be forfeited by the Employee.In the further event an eligible Employee who is receiving severance benefits under the Plan is later rehired by an Employing Companyor anAffiliatedCompany,andemploymentlaterterminatesunderconditionsmakingsuchEmployee eligibleforseverancebenefits underthe Plan, the amount ofthesecond severancebenefit will be based on such Employee’s actual dateofreemployment and not theoriginal date ofemployment.
(b) In the event an Employee is employed by a Competitor within the SeparationPeriod,(i)theEmployeemustreturnanyseverancebenefitspaidpursuantto Section3.1orArticle 5ofthePlan,plusthevalueofanylongtermincentiveawardswhichvested duringtheSeparationPeriod,and(ii)anyunvestedportionofanylongtermincentiveawardshall be forfeited.
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(c) In the event an Employee is employed other than by the Employing Company,anAffiliatedCompanyoraCompetitorwithintheSeparationPeriod,severancebenefits shallremainpayable;provided,however,theunvestedportionofanyoftheEmployee’slongterm incentive awards shall be forfeited, subject to the Employee’s right to the retirement treatment applicable to such long term incentive awards under the Incentive Compensation Plan and the Employee’s award agreements thereunder.
(d) In the event an Employee is employed by any company after notice of termination of employment is provided, but prior to his or her Separation from Service, all severance benefits shall be forfeited.
3.4 Withholding Tax.The Employing Companyshall deduct from the amount of any severancebenefits payableunderthePlan, anyamount required to bewithheld bytheEmploying Companybyreasonofanylaworregulation,forthepaymentoftaxesorotherwisetoanyfederal, state,localorforeigngovernment.Indeterminingtheamountofanyapplicabletax,theEmploying Company shall be entitled to rely on the number of personal exemptions on the official form(s) filed by the Employee with the Employing Company for purposes of income tax withholding on regular wages.
3.5 Requirement of Signed Agreement.Receipt of severance benefits under the Plan is conditioned upon the Employee signing an agreement with the Employee’s Employing Company in a form satisfactory to the Company and in accordance with the requirements of applicable law (the “Agreement”).The Agreement must include a release of claims and may include whatever other terms the Employing Company deems appropriate, including restrictive covenants.If the terms of the Agreement are found to be legally unenforceable, the Employee must return any severance benefits paid pursuant to Section 3.1 of the Plan plus the value of any longtermincentiveawardswhichvestedduringtheSeparationPeriod;provided,however,thatin the event the Employee has a Defined Termination, such restrictive covenants shall: (a) be reasonable under the applicable facts and circumstances; (b) include the following (i) non-solicitation of customers and employees; (ii) confidentiality of business data; (iii) full release of claims;and(iv)non-denigrationoftheCompanyanditsaffiliates,andtheirofficers,directorsand agents; and (c) not include any non-competition limitations.Notwithstanding anything herein to the contrary, the Company shall, for a period of two years and one day following a Change in Control,beprohibitedfromenteringintoanyagreementwithanEmployee,whichcontainsamore expansive Competitor List (as provided in Paragraph 2 of the “Consent to the Application of Forfeiture and Detrimental Conduct Provisions to Incentive Compensation Plan Awards”) than that which was in effect for such Employee immediately prior to the date of such Change in Control.If an Employee has already signed the Agreement required by this Section3.5prior to the date of a Change in Control, the Employee is not eligible to receive any benefits that would otherwise be triggered by a Change in Control, except as provided by Section 4.1(g).
3.6 ExciseTax.
(a) ThisSection3.6shall applyintheevent ofaChangein Control.
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(b) In the event that any payment or benefit received or to be received by an EmployeehereunderinconnectionwithaChangeinControlorsuchEmployee’sSeparationfrom Service (such payments and benefits hereinafter referred to collectively as the “Payments”), will be subject to the excise tax (the “Excise Tax”) referred to in Section 4999 of the Code, then the Paymentsshallbereducedtotheextentnecessarysothatnoportionofthe Paymentsissubjectto theExciseTaxbutonlyif(A)thenetamountofallTotalPayments(ashereinafterdefined),asso reduced (and after subtracting the net amount of federal, state and local income and employment taxesonsuchreducedTotalPayments),isgreaterthanorequalto(B)thenetamountofsuchTotal Payments without any such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of Excise Tax to which an Employee would be subject in respect of such unreduced Total Payments); provided, however, that the Employee may elect in writing to have other components of his or her Total Payments reduced prior to any reduction in the Payments hereunder.
(c) For purposes of determining whether the Payments will be subject to the ExciseTax,theamountofsuchExciseTaxandwhetheranyPaymentsaretobereducedhereunder: (i) all payments and benefits received or to be received by an Employee in connection with such ChangeinControlorsuchEmployee’sSeparationfromService,whetherpursuanttothetermsof thePlanoranyotherplan,arrangementoragreementwiththeCompany,anyPerson(assuchterm is defined in Section 1.7)whose actions result in such Change in Control oranyPerson affiliated withtheCompanyorsuchPerson(allsuchpaymentsandbenefitsbeinghereinafterreferred toas the “Total Payments”), shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of the accounting firm which was, immediately priortotheChangeinControl,theCompany’sindependentauditor,orifthatfirmrefusestoserve, by another qualified firm, whether or not serving as independent auditors, designated by the Administration Committee (the “Firm”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section280G(b)(2)(A) or Section 280G(b)(4)(A) of the Code;(ii) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute a “payment”withinthemeaningofSection280G(b)oftheCodeshallbetakenintoaccount;(iii)all “excess parachute payments” within the meaning of Section280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of the Firm, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (withinthemeaningofSection280G(b)(4)(B)oftheCode)inexcessoftheBaseAmount(within themeaningofSection280G(b)(3)oftheCode)allocabletosuchreasonablecompensation,orare otherwisenotsubjecttotheExciseTax;and(iv)thevalueofanynoncashbenefitsoranydeferred payment or benefit shall be determined bythe Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code and regulations or other guidance there under.For purposes of determiningwhetheranyPaymentsinrespectofanEmployeeshallbereduced,theEmployeeshall be deemed to pay federal income tax at the highest marginal rate of federal income taxation (and stateandlocalincometaxesatthehighestmarginalrateoftaxationinthestateandlocalityofsuch Employee’s residence, net of the maximum reduction in federal income taxes which could be obtainedfromdeductionofsuchstateandlocaltaxes)inthecalendaryearinwhichthePayments are made.The Firm will be paid reasonable compensation by the Company for its services.
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(d) AssoonaspracticablefollowingaChangeinControl,butinnoeventlater than 30 days thereafter, the Company shall provide to each Employee with respect to whom it is proposedthatPaymentsbereduced,awrittenstatementsettingforththemannerinwhichtheTotal Payments in respect of such Employee were calculated and the basis for such calculations, including, without limitation, any opinions or other advice the Company has received from the Firm or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).
ARTICLE 4
METHOD OF PAYMENT
4.1 Payment.
(a) Except as otherwise provided by this Article 4 or the Plan, the Company shall pay the Gross Severance Benefit Amount to the Employee during the Separation Period in substantially equal payments in accordance with the normal payroll schedule applicable to the Employee,commencingwiththeapplicablepayrollperiodimmediatelyfollowingtheEmployee’s Separation from Service.
(b) IftheseverancebenefitsprovidedunderthePlanqualifyfortheinvoluntary separation pay exception under Section 409A, the Employee is a “specified employee” (for purposes of Section 409A and as determined in accordance with the Policy) on the date of his or her Separation from Service, and the total amount of benefits to be paid to the Employee during thesix-monthperiodfollowinghisorherSeparationfromServiceismorethantwotimesthelesser oftheEmployee’sAnnualizedCompensationortheSection401(a)(17)Limit,eachfortheyearin which the Separation from Service occurs, then:
(i) the severance benefits to be paid during the six-month period followingtheEmployee’sSeparationfromServiceshallbetwotimesthelesseroftheEmployee’s Annualized Compensation or the Section 401(a)(17) Limit, each for the year in which the SeparationfromServiceoccurs,divided bythenumberofseverancepaymentstobemadeduring such six-month period (given the normal payroll schedule applicable to the Employee);
(ii) thedifferencebetweentheamountoftheseverancebenefitsactually paid by the Company or Employing Company pursuant to Section4.1(b)(i)and the amount the Employeewouldhavereceivedduringsuchsix-monthperiodbutfortheapplicationof Section 4.1(b)(i)shallbepaidtotheEmployeeonthefirstpayrolldateimmediatelyfollowingthe first day of the seventh month following the Employee’s Separation from Service; and
(iii) thebalanceoftheseverancebenefitstobepaidfortheremainderof theSeparationPeriodfollowingtheexpirationofthesix-monthperiodshallbepaidinaccordance with Section 4.1(a).
(c) In the event that the severance benefits provided under the Plan do not qualify for the involuntary separation pay exception under Section 409A and the Employee is a
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“specified employee” (for purposes of Section 409A and as determined in accordance with the Policy) on the date of his or her Separation from Service, then:
(i) theamounttheEmployeewouldhavereceivedduringthesix-month periodfollowingtheEmployee’sSeparationfromServicehadtheseverancebenefitsbeenpaidin installments in accordance with Section4.1(a)during such six-month period shall be paid to the Employeeinalumpsumonthefirstpayrolldateimmediatelyfollowingthefirstdayoftheseventh month following the Employee’s Separation from Service; and
(ii) thebalanceoftheseverancebenefitstobepaidfortheremainderof theSeparationPeriodfollowingtheexpirationofthesix-monthperiodshallbepaidinaccordance with Section 4.1(a).
(d) In the event the Employee has a Defined Termination, and the Change in Control to which theDefined Termination relates qualifies as aSection 409AChangein Control, then:
(i) if the Employee is not a “specified employee” (for purposes of Section409AandasdeterminedinaccordancewiththePolicy)onthedateofhisorherSeparation from Service, the Employee’s Gross Severance Benefit Amount will be paid to him or her in a lump sum within 15 days following the Employee’s Separation from Service; and
(ii) iftheEmployeeisa“specifiedemployee”(forpurposesof Section409AandasdeterminedinaccordancewiththePolicy)onthedateofhisorherSeparation from Service, the Employee’s Gross Severance Benefit Amount will be paid to him or her as follows:
(1) iftheseverancebenefitsprovidedunderthePlanqualifyfor the involuntary separation pay exception under Section 409A, an amount equal to two times the lesser of the Employee’s Annualized Compensation or the Section 401(a)(17) Limit, each for the yearinwhichtheSeparationfromServiceoccurs,shallbepaidtohimorherinalumpsumwithin 15 days following the Employee’s Separation from Service; and
(2) the Employee’s Gross Severance Benefit Amount, less the amount, if any, paid to the Employee pursuant to Section4.1(d)(ii)(1), will be paid to him or her in a lump sum on the first day of the seventh month following the Employee’s Separation from Service.
(e) Notwithstanding anything in the Plan to the contrary, if the Employee’s SeparationfromServiceoccurswithintwoyearsfollowingaChangeinControl,thentotheextent permissible under Section 409A, the Employee shall continue to be eligible to receive benefits under the Company’s medical and dental plans for the applicable period as if the Employee were paid severance in installments, such benefits to be substantiallyidentical to the benefits provided immediatelypriortotheChangeinControl.Intheeventthatthecontinuationofanysuchbenefits during the six-month period following Separation from Service would result in the imposition of ataxunderSection409A,theCompanyshallallowtheEmployeetopaytheout-of-pocketcostof
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such benefits during such six-month period and the Company will make a lump-sum payment to the Employee in an amount equal to the out-of-pocket costs so paid bythe Employee, on the first day of the seventh month following the Employee’s Separation from Service.
(f) NotwithstandinganythinginthePlantothecontrary,iftheEmployeeisnot a United States citizen and has not been taxable for US federal income tax purposes as a resident alien at anytime during his or her employment with the Employing Company, then, to the extent it would not result in the imposition of the excise tax or penalty under Section 409A to the Employee, the Employing Company may pay the Gross Severance Benefit Amount to the Employee in a lump sum or installments, in the Employing Company’s sole discretion.
(g) Inactive Employment Status.Duringthe Separation Period, the Employee willremaininaninactiveemploymentstatusuntilreceiptofsuchpaymentsiscompleted,atwhich timeemploymentwillbeterminated.DuringtheSeparationPeriod,totheextentpermissibleunder Section 409A, certain other employee benefits may be continued, payment for which shall be deducted from such severance payments in accordance with the Employee’s previously elected benefit coverage.During the Separation Period, the Company reserves the right, to the extent permissible under Section 409A, to continue other programs such as the Perquisite Program in accordance with its policies, which maybe changed or terminated from time to time.During the SeparationPeriod,totheextentpermissibleunderSection409Aandexceptasotherwiseprovided by Section 3.3, vesting of any long term incentive award granted under the Incentive Compensation Plan to the Employee shall continue in accordance with the terms of such award. Nothing in this Section 4.1(g) shall create a contract to provide such benefits.
4.2 Limitations on Severance Payments.In no event shall the period of time during which an Employee receives severance payments exceed 104 weeks.Nothingin this Section4.2shall affect the total number of weeks payable under the Plan pursuant to Schedule A hereto.
4.3 Death.In the event an Employee dies before full receipt of severance benefits payableunderthePlan,theremainingseverancebenefitswillbepaidtothelegalrepresentativeof such Employee’s estate in a lump sum after receipt of notice of such death and evidence satisfactory to the Company of the payment or provision for the payment of any estate, transfer, inheritanceordeathtaxeswhichmaybepayablewithrespectthereto;provided,however,payment must bemadewithin 90days ofthedateoftheEmployee’s death, orsuch laterdatepermitted by Section 409A.
ARTICLE 5
PAYMENTOFANNUALINCENTIVEAWARDS
5.1 Pro-Rated Bonus.If an Employee is eligible toreceivebenefitsunderthePlanasaresultofsuchEmployee’sSeparationfromServicefroman Employing Company pursuant to Article 2, then the Employee will be entitled to receive a pro-rata portion of his or her Bonus for the Plan Year in which his or her Separation from Service occurs iftheEmployeesigns theAgreement required bySection 3.5 on orafterSeptember1, 2013.
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5.2 AmountofPro-RataBonus.Theamountofthe pro-rata Bonus payable under Section 5.1 shall be an amount equal to a pro-rated portion of the Employee’s designated target Bonus for the Plan Year in which the Separation from Service occurs,orthemostrecenttargetBonusifnewtargetBonusesforsuchPlanYearhavenotyetbeen set.Pro-rationshallbebasedonthenumberofdaysfromthebeginningofthePlanYearinwhich the Separation from Service occurs through the date of the Employee’s Separation from Service, overthetotal numberof days in that Plan Year.(Forthe avoidanceofdoubt, pro-ration shall not take into consideration any portion of an applicable Separation Period.)
5.3 TimeandFormofPayment.Thepaymentofapro-rataBonusunderthisArticle 5shall be made at the time and in accordance with the normal payment terms applicable to the Bonus, which is usuallyin the first quarter of the following year.Payment of the pro-rata Bonus underthisArticle 5 shallbemadeincash.Fortheavoidanceofdoubt,thepro-rataBonuspayable under this Article 5 shall not be considered severance pay for purposes of Article 4.
5.4 Tax Withholding.The Employing Companyshall deduct from the amount of any pro-rataBonuspayableunderthisArticle 5anyamountrequiredtobewithheldbytheEmploying Companybyreasonofanylaworregulationforthepaymentoftaxesorotherwisetoanyfederal, state,localorforeigngovernment.Indeterminingtheamountofanyapplicabletax,theEmploying Company shall be entitled to rely on the number of personal exemptions on the official form(s) filed by the Employee with the Employing Company for purposes of income tax withholding on regular wages.
5.5 Administration, Interpretation and Limitations.The payment of a pro-rata Bonus under this Article 5 is subject to the provisions of Section 3.6, Section 11.5 and Section 11.6.
ARTICLE 6
ADMINISTRATION OF THE PLAN
6.1 Powers of the Employing Company.The Employing Company shall have such powers, authorities and discretion as are necessary or appropriate in order to carry out its duties under the Plan, including, but not limited to, the power:
(a) toobtainsuchinformationasitshalldeemnecessaryorappropriateinorder to carry out its duties under the Plan;
(b) tomakedeterminationswithrespecttothegroundsforterminationof employment of any Employee; and
(c) toestablishandmaintainnecessaryrecords.
6.2 EmployingCompanyAuthority.NothingcontainedinthePlanshallbedeemedto qualify, limit or alter in any manner the Employing Company’s sole and complete authority and discretion to establish, regulate, determine or modify at any time, the terms and conditions of employment, including, but not limited to, levels of employment, hours of work, the extent of hiringandemploymenttermination,whenandwhereworkshallbedone,marketingofitsproducts,
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or anyother matter related to the conduct of its business or the manner in which its business is to be maintained or carried on, in the same manner and to the same extent as if the Plan were not in existence.
6.3 Administration Committee Duties and Powers.The Administration Committee shall be responsible for the general administration and interpretation of the Plan and the proper executionofitsprovisionsandshallhavefulldiscretiontocarryoutitsduties.TheAdministration Committeeshall bethe“Administrator”ofthePlan and shall be, in its capacityas Administrator, a “Named Fiduciary,” as such terms are defined or used in ERISA.For the purposes of carrying outits dutiesasAdministrator,theAdministrationCommitteemay,initssolediscretion,allocate its responsibilities under the Plan among its members, and may, in its sole discretion, designate persons other than members of the Administration Committee to carry out such of its responsibilitiesunderthePlanasitmaydeemfit.InadditiontothepowersoftheAdministration Committee specified elsewhere in the Plan, the Administration Committee shall have all discretionarypowersnecessarytodischargeitsdutiesunderthePlan,including,butnotlimitedto, the following discretionary powers and duties:
(a) tointerpretor construe the Plan, and resolve ambiguities, inconsistencies and omissions;
(b) to make andenforcesuchrulesandregulationsandprescribetheuseofsuch formsasitdeemsnecessaryorappropriate forthe efficientadministrationofthePlan;and
(c) to decide all questions on appeal concerning the Plan and the eligibility of any person to receive benefits under the Plan.
6.4 Determinations.The determination of the Administration Committee as to any question involving the general administration and interpretation or construction of the Plan shall be within its sole discretion and shall be final, conclusive and binding on all persons, except as otherwise provided herein or by law.
6.5 Claims Review Procedure.Consistent with the requirements of ERISA and the regulationsthereunderas promulgatedbytheSecretaryof Laborfrom timetotime,thefollowing claims review procedure shall be followed with respect to the denial of severance benefits to any Employee:
(a) Within 30 days from the date of an Employee’s Separation from Service, the Employing Company shall furnish such Employee either an agreement offering severance benefits under the Plan or notice of such Employee’s ineligibility for or denial of severance benefits, either in whole or in part.Such notice from the Employing Companywill be in writing andsenttotheEmployeeorthelegalrepresentativeofhisorherestatestatingthereasonsforsuch ineligibilityordenialand,ifapplicable,adescriptionofadditionalinformationthatmightcausea reconsiderationbytheAdministrationCommitteeoritsdelegateofthedecisionandanexplanation of the Plan’s claims review procedure.In the event such notice is not furnished within 30 days, any claim for severance benefits shall be deemed denied and the Employee shall be permitted to proceed to Section 6.5(b).
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(b) Within60daysafterreceivingnoticeofsuchdenialorineligibilityorwithin 90 days after the Employee’s Separation from Service if no notice is received, the Employee, the legalrepresentativeofhisorherestateoradulyauthorizedrepresentativemaythen submittothe Administration Committee a written request for a review of such decision of denial.
(c) The Administration Committee will review the claim and within 60 days (or 120 days in special circumstances) provide a written response to the appeal setting forth specificreasonsforsuchdecision.Intheeventthedecisiononreviewisnotfurnishedwithinsuch time period, the claim shall be deemed denied.
ARTICLE 7
ADOPTING COMPANIES AND PLAN
MERGERS
7.1 AdoptingCompanies.Anycorporation which succeeds to the business and assets of the Company or any part of its operations, may by appropriate resolution adopt the Plan and shallthereuponsucceedtosuchrightsandassumesuchobligationshereunderastheCompanyand said corporation shall have agreed upon in writing.Any corporation which succeeds to the business of any Employing Company other than the Company, or any part of the operations of such Employing Company, may by appropriate resolution adopt the Plan and shall thereupon succeed to such rights and assume such obligations hereunder as such Employing Company and saidcorporationshallhaveagreeduponinwriting;provided,however,thatsuchadoptionandthe terms thereof agreed upon in such writing have been approved by the Company.
ARTICLE 8
AMENDMENT AND TERMINATION
8.1 Right to Amend or Terminate.The Company reserves the right, by action of the Board of Directors or the Committee, to amend or terminate the Plan in whole or in part at any time and from time to time, and any amendment or effective date of termination may be given retroactive effect; provided, however, that the Plan may not be amended or terminated if such amendment or termination would cause the Plan to fail to complywith, or cause an Employee to be subject to tax under, Section 409A.The foregoing sentence to the contrary notwithstanding, foraperiodoftwoyearsandonedayafterthedateofanoccurrenceofaChangeinControl,neither the Board of Directors nor the Committee mayterminate the Plan or amend the Plan in a manner thatisdetrimentaltotherightsofanyeligibleEmployeeunderthePlanwithouthisorherwritten consent.TotheextentpermissibleunderSection409A,theperiodoverwhichtheGrossSeverance Benefit Amount is payable maybe extended with the approval of the Committee, for Employees in Band 99, and with the approval of the Company’s Chief Colleague Experience Officer, for Employees who are below Band 99.
8.2 TerminationbyanEmployingCompany.AnyEmployingCompanyotherthanthe Company may withdraw from participation in the Plan at any time by delivering to the Administration Committee written notification to that effect signed by such Employing Company’schiefexecutiveofficerorhisorherdelegate.WithdrawalbyanyEmployingCompany pursuant to this Section 8.2, or complete discontinuance of severance benefits under the Plan by
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any Employing Company other than the Company, shall constitute termination of the Plan with respect to such Employing Company.The foregoing sentence to the contrary notwithstanding, neither the Board of Directors nor the Committee may terminate the Plan or amend the Plan in a manner that (a) would cause the Plan to fail to comply with, or cause an Employee to be subject to tax under, Section 409A; (b) is detrimental to the rights of any eligible Employee of the Plan without his or her written consent (i) with respect to the provisions of the Plan which become applicableuponaChangeinControl,and(ii)withrespecttoallprovisionsofthePlanforaperiod of two years and one day after the date of a Change in Control.
8.3 Limitation on Benefits.In the event any Employing Company withdraws from participationortheCompanyterminatesthePlan asprovidedinthisArticle 8,noEmployeeshall be entitled to receive benefits hereunder for employment either before or after such action.
ARTICLE 9
FINANCIAL PROVISIONS
9.1 Funding.All severance benefits payable under the Plan shall be payable and provided for solely from the general assets of the Employing Company in accordance with the Plan, at the time such severance benefits are payable, unless otherwise determined by the Employing Company.The Employing Company shall not be required to establish anyspecial or separate fund or to make any other segregation of assets to assure the payment of any severance benefits under the Plan.
ARTICLE 10
LIABILITY AND INDEMNIFICATION
10.1 StandardofConduct.TotheextentpermittedbyERISAandotherapplicablelaw, nomember(which term, asusedin thisArticle 10, shallincludeanyemployeeofanyEmploying Companydesignated to carryout anyresponsibilityoftheAdministrationCommitteepursuant to Section 6.3) of the Administration Committee shall be liable for anything done or omitted to be done by him or her in connection with the Plan, unless the member failed to act (a) in good faith and(b)forapurpose whichsuch memberreasonablybelievedto beinaccordancewiththeintent ofthePlan.TheCompanyorEmployingCompanyas applicableherebyindemnifieseachperson made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, or againstwhomanyclaimordemandismade,byreasonofthefactthatheorshe,hisorhertestator or intestate, was or is a member of the Administration Committee, against judgments, fines, amounts paid in settlement and reasonable expenses (including attorney’s fees) actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, or as a result ofsuchclaimordemand,ifsuchmemberoftheAdministrationCommitteeactedingoodfaithfor apurposewhichheorshereasonablybelievedtobeinaccordancewiththeintentofthePlanand, incriminalactionsorproceedings,inaddition,hadnoreasonablecausetobelievethathisorher conductwasunlawful.AnyreimbursementshallbepaidtoamemberoftheAdministration Committee in accordance with the Policy.
10.2 Presumption of Good Faith.The termination of any such civil or criminal action orproceedingorthedispositionofanysuchclaimordemand,byjudgment,settlement,conviction
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or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such member of the Administration Committee did not act (a) in good faith and (b) for a purpose which he or she reasonably believed to be in accordance with the intent of the Plan.
10.3 Successful Defense.A person who has been wholly successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding or claim or demand of the character described in Section 10.1 shall be entitled to indemnification as authorized in such Section 10.1.
10.4 Unsuccessful Defense.Except as provided in Section 10.3, any indemnification under Section 10.1, unless ordered by a court of competent jurisdiction, shall be made by the Company only if authorized in the specific case:
(a) by the Board of Directors acting by a quorum consisting of directors who arenotpartiestosuchaction,proceeding,claimordemand,uponafindingthatthememberofthe Administration Committee has met the standard of conduct set forth in Section 10.1; or
(b) ifaquorumunderSection10.4(a)isnot obtainablewithduediligence:
(i) bytheBoardofDirectorsupontheopinioninwritingofindependent legal counsel (who may be counsel to any Employing Company) that indemnification is proper underthecircumstancesbecausethestandardofconductsetforthinSection10.1hasbeenmetby such member of the Administration Committee; or
(ii) bytheshareholdersoftheCompanyuponafindingthatthemember of the Administration Committee has met the standard of conduct set forth in such Section 10.1.
10.5 Advance Payments.Expenses incurred in defending a civil or criminal action or proceeding or claim or demand may be paid by the Company or Employing Company, as applicable, in advance of the final disposition of such action or proceeding, claim or demand, if authorized in the manner specified in Section 10.4, except that, in view of the obligation of repaymentsetforthinSection10.6,thereneedbenofindingoropinionthattherequiredstandard of conduct has been met.
10.6 Repayment of Advance Payments.All expenses incurred in defending a civil or criminal action or proceeding, claim or demand, which are advanced by the Company or Employing Company, as applicable, under Section 10.5 shall be repaid upon demand by the Companyor Employing Companyin case the person receiving such advance is ultimatelyfound, under the procedures set forth in this Article 10, not to be entitled to indemnification or, where indemnificationisgranted,totheextenttheexpensessoadvancedbytheCompanyorEmploying Company, as applicable, exceed the indemnification to which he or she is entitled.
10.7 Right to Indemnification.Notwithstanding the failure of the Company or Employing Company, as applicable, to provide indemnification in the manner set forth inSection 10.4or 10.5, and despite any contrary resolution of the Board of Directors or of the shareholders in the specific case, if the member of the Administration Committee has met the
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standardof conductset forthinSection10.1,the personmadeor threatenedtobemade apartyto theactionorproceedingoragainstwhomtheclaimordemandhasbeenmade,shallhavethelegal right to indemnification from theCompanyor EmployingCompany, as applicable, as amatter of contract by virtue of the Plan, it being the intention that each such person shall have the right to enforcesuchrightofindemnificationagainsttheCompanyorEmployingCompany,asapplicable, in any court of competent jurisdiction.
ARTICLE 11
MISCELLANEOUS
11.1 No Right to Continued Employment.Nothing in the Plan shall be construed as giving any Employee the right to be retained in the employ of any Employing Company or any right to any payment whatsoever, except to the extent of the severance benefits provided for by thePlan.Each EmployingCompanyexpresslyreservestherightto dismissanyEmployee atany timeandforanyreason withoutliabilityfortheeffectwhichsuchdismissalmighthaveuponhim or her as an eligible Employee under the Plan.
11.2 Construction.Themasculinepronounshallbeconstruedtomeanthefeminineand the singular shall be construed to mean the plural, wherever appropriate herein.Headings in this document are for identification purposes only and do not constitute a part of the Plan.
11.3 Governing Law.ThePlan shall be governed byand construed in accordancewith thesubstantivelaws butnot thechoiceoflawrules ofthestateofNew York, except totheextent that such laws have been superseded by federal law.
11.4 ExpensesofthePlan.TheexpensesofestablishmentandadministrationofthePlan shall be paid bythe EmployingCompanies.Anyexpenses paid bythe Companypursuant to this Section 11.4 and indemnification under Article 10 shall be subject to reimbursement bythe other Employing Companies of their proportionate shares of such expenses and indemnification, as determined by the Administration Committee in its sole discretion.
11.5 Section 409A.It is intended that the benefits under the Plan and the payment of a pro-rataBonusunderArticle 5,ifany,areeitherexemptfrom,orcompliantwith,therequirements ofSection 409A, so as to prevent theinclusion in gross incomeofanybenefits orpro-rata Bonus accruedhereunderinataxableyearpriortothetaxableyearoryearsinwhichsuchamountswould otherwise be actually distributed or made available to the Employees.The Plan shall be administered and interpreted to theextent possiblein amanner consistent with that intent and the Policy.To the extent that a distribution or payment to an Employee is not exempt from Section 409AandisrequiredtobedelayedbysixmonthspursuanttoSection409A,suchdistributionshall be made no earlier than the first day of the seventh month following the Employee’s Separation fromService, andanypaymentsthatotherwisewouldhavebeen paidto theEmployeeduringthe six-monthperiodimmediatelyfollowingtheEmployee’sSeparationfromServiceshallbepaidto theEmployeeinalumpsumonthefirstdayoftheseventhmonthfollowingtheEmployee’s SeparationfromService,orassoonasadministrativelypracticablethereafter,butinnoeventlater than 90 days thereafter.
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11.6 FDIALimitations.NotwithstandinganyotherprovisionofthePlantothecontrary, any payments or benefits to an Employee pursuant to the Plan, or otherwise, are subject to and conditionedupontheircompliancewith12USCSection1828(k)andanyregulationspromulgated thereunder.
* * * * *
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AMERICANEXPRESS
SENIOREXECUTIVESEVERANCEPLAN
(AsamendedandrestatedeffectiveJuly 21, 2026)
SCHEDULE A
NUMBER OF WEEKS OF SEVERANCE BENEFITS
| Employees Who Are In Band 99: | 78 weeks | ||||
| Employees Who Are Below Band 99: | 52 weeks |
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