Severance Plan Sample Contracts

DOVER CORPORATION SENIOR EXECUTIVE CHANGE-IN-CONTROL SEVERANCE PLAN (As Amended and Restated Effective November 1, 2018) Introduction (February 15th, 2019)

This Dover Corporation Senior Executive Change-in-Control Severance Plan (the "Plan") sets forth the policy of Dover Corporation, a Delaware corporation ("Dover"), and each of its Subsidiaries (as defined in Article 14) which employs an "Eligible Executive" (as defined in Article 1) with respect to "Severance Payments" (as defined in Article 5) payable to an Eligible Executive under the Plan (Dover and such Subsidiaries are collectively referred to as the "Company"). This Senior Executive Change-in-Control Severance Plan constitutes the plan document and summary plan description for the Plan.

DOVER CORPORATION EXECUTIVE SEVERANCE PLAN (As Amended and Restated Effective November 1, 2018) Introduction (February 15th, 2019)

This Dover Corporation Executive Severance Plan (the "Plan") sets forth the policy of Dover Corporation, a Delaware corporation ("Dover"), and each of its Subsidiaries (as defined in Article 13) which employs an "Eligible Executive" (as defined in Article 1) with respect to "Severance Payments" (as defined in Article 5) payable to an Eligible Executive under the Plan. (Dover and such Subsidiaries are collectively referred to as the "Company".) This Executive Severance Plan constitutes the plan document and summary plan description for the Plan.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. Executive Officer Severance Plan (February 15th, 2019)

Purpose. The purpose of the American Axle & Manufacturing Holdings, Inc. Executive Officer Severance Plan (the "Plan") is to advance the interests of American Axle & Manufacturing Holdings, Inc. (the "Company," and together with its subsidiaries, the "Company Group") and its shareholders by providing financial protection to selected executive officers and certain other employees as determined by the Administrator in its sole discretion from time to time upon termination of a participant's employment in specific circumstances and to attract and retain talent.

Rogers Corporation Severance Plan (February 13th, 2019)
Paramount Group – Paramount Group, Inc. Executive Severance Plan (February 13th, 2019)
Amended and Restated Wellcare Health Plans, Inc. Executive Severance Plan (February 12th, 2019)

The Board believes that it is in the best interests of the Company to encourage the continued employment and dedication of certain officers by providing economic security to such individuals in the event of certain terminations of employment, and the Plan has been established for this purpose. The Plan is intended to be a "welfare plan" under ERISA providing benefits to a select group of management or highly compensated employees as described in DOL Regulation section 2520.104-24. The Plan is separate from the WellCare Health Plans, Inc. Severance Plan, as amended from time to time. Capitalized terms used in the Plan are defined in Section 10, except as otherwise specified.

Gaming & Leisure Properties, Inc. – Executive Change in Control and Severance Plan (February 4th, 2019)
Realty Income Corporation Executive Severance Plan (January 18th, 2019)

Realty Income Corporation, a Maryland corporation (the "Company"), has adopted this Realty Income Corporation Executive Severance Plan, including the attached Exhibits (the "Plan"), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a select group of management or highly compensated employees (within the meaning of ERISA (as defined below)) in connection with certain qualifying terminations of employment.

CELGENE CORPORATION Executive Severance Plan (Effective December 17, 2018) (January 4th, 2019)
Shiloh Industries, Inc. Change in Control Severance Plan (December 21st, 2018)
Re: Shiloh Industries, Inc. Change in Control Severance Plan (The Plan) (December 21st, 2018)
Compass Minerals International, Inc. Executive Severance Plan (December 19th, 2018)

This Compass Minerals International, Inc. Executive Severance Plan (this "Plan") is a top-hat welfare plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is intended to provide financial protection in the event of unexpected job loss to certain executive employees of Compass Minerals International, Inc. (the "Company") who are expected to make substantial contributions to the success of the Company and thereby provide for stability and continuity of management.

ETSY, INC. EXECUTIVE SEVERANCE PLAN (Amended and Restated, Effective as of January 1, 2019) (December 17th, 2018)

This Plan is governed by the laws of the State of Delaware, without regard to conflicts of law principles that might otherwise point to the law of a different jurisdiction.

OLIN CORPORATION SEVERANCE PLAN FOR SECTION 16(b) OFFICERS (As Adopted Effective January 27, 2019) (December 14th, 2018)
Arcosa, Inc. – Arcosa, Inc. Change in Control Severance Plan (December 12th, 2018)

The Arcosa, Inc. Change in Control Severance Plan, as it may be amended from time to time (the "Plan") was adopted by the Board of Directors of Arcosa, Inc., a Delaware corporation (the "Company"), to be effective as of December 6, 2018 (the "Effective Date").

Change of Control Severance Plan (December 11th, 2018)

The Board of Directors of Coherent, Inc., a Delaware corporation (Company), has evaluated the economic and social impact of an acquisition or other change of control on its key employees. The Board recognizes that the potential of such an acquisition or change of control can be a distraction to its key employees and can cause them to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of its key employees. The Board believes that the adoption of this amended and restated Plan will enhance the ability of the Companys key employees to assist the Board in objectively evaluating potential acquisitions or other changes of control.

The Tjx Companies, Inc. Executive Severance Plan (December 4th, 2018)

This participation agreement (this "Participation Agreement") by and between the undersigned participant ("Participant") and The TJX Companies, Inc. ("TJX") is hereby made and entered into as of September 27, 2018 (the "Participation Date") pursuant to The TJX Companies, Inc. Executive Severance Plan (the "Plan"). Capitalized terms that are used and that are not defined herein will have the meanings given to them in the Plan.

The Tjx Companies, Inc. Executive Severance Plan (December 4th, 2018)

This participation agreement (this "Participation Agreement") by and between the undersigned participant ("Participant") and The TJX Companies, Inc. ("TJX") is hereby made and entered into as of September 27, 2018 (the "Participation Date") pursuant to The TJX Companies, Inc. Executive Severance Plan (the "Plan"). Capitalized terms that are used and that are not defined herein will have the meanings given to them in the Plan.

The TJX Companies, Inc. Executive Severance Plan (December 4th, 2018)

Effective Date; Introduction. The Plan shall be in effect from and after the Effective Date until it is terminated in accordance with Section 9 below. The purpose of the Plan is to provide certain benefits upon and following termination of employment to, and to obtain or continue in force for the Employer's benefit certain binding commitments by, Participants as set forth in more detail below. As to any Participant, and except as hereinafter provided, the Plan:

The Tjx Companies, Inc. Executive Severance Plan (December 4th, 2018)

This participation agreement (this "Participation Agreement") by and between the undersigned participant ("Participant") and The TJX Companies, Inc. ("TJX") is hereby made and entered into as of September 27, 2018 (the "Participation Date") pursuant to The TJX Companies, Inc. Executive Severance Plan (the "Plan"). Capitalized terms that are used and that are not defined herein will have the meanings given to them in the Plan.

The Tjx Companies, Inc. Executive Severance Plan (December 4th, 2018)

This participation agreement (this "Participation Agreement") by and between the undersigned participant ("Participant") and The TJX Companies, Inc. ("TJX") is hereby made and entered into as of September 27, 2018 (the "Participation Date") pursuant to The TJX Companies, Inc. Executive Severance Plan (the "Plan"). Capitalized terms that are used and that are not defined herein will have the meanings given to them in the Plan.

The Tjx Companies, Inc. Executive Severance Plan (December 4th, 2018)

This participation agreement (this "Participation Agreement") by and between the undersigned participant ("Participant") and The TJX Companies, Inc. ("TJX") is hereby made and entered into as of September 27, 2018 (the "Participation Date") pursuant to The TJX Companies, Inc. Executive Severance Plan (the "Plan"). Capitalized terms that are used and that are not defined herein will have the meanings given to them in the Plan.

The Tjx Companies, Inc. Executive Severance Plan (December 4th, 2018)

This participation agreement (this "Participation Agreement") by and between the undersigned participant ("Participant") and The TJX Companies, Inc. ("TJX") is hereby made and entered into as of September 27, 2018 (the "Participation Date") pursuant to The TJX Companies, Inc. Executive Severance Plan (the "Plan"). Capitalized terms that are used and that are not defined herein will have the meanings given to them in the Plan.

AUTOMATIC DATA PROCESSING, INC. CHANGE IN CONTROL SEVERANCE PLAN FOR CORPORATE OFFICERS (As Amended) (November 13th, 2018)

The purpose of this Change in Control Severance Plan for Corporate Officers (the "Plan") is to enable Automatic Data Processing, Inc., a Delaware corporation (the "Company"), to offer a form of income protection to "Participants" (as defined in Section 7.5 below) in the event their employment with the Company terminates under certain circumstances due to a "Change in Control" (as defined in Section 7.2 below).

TE CONNECTIVITY SEVERANCE PLAN FOR U.S. EXECUTIVES Amended and Restated Effective September 13, 2018 (November 13th, 2018)
EXECUTIVE SEVERANCE PLAN OF TYSON FOODS, INC. (Effective October 15, 2018) (November 13th, 2018)
Flowserve Corporation Change in Control Severance Plan (November 7th, 2018)
Dear Neel: As Discussed, We Are Very Pleased to Offer You the Opportunity to Join CenturyLinks Executive Leadership Team as Its Executive Vice President and Chief Financial Officer (CFO), Reporting to the Chief Executive Officer. The Leadership Team Is Excited About the Opportunities of the Company and Looks Forward to Your Contributions to Its Success. This Letter Contains Important Information About the Terms of Your New Role. Please Carefully Review This Letter, the Level 3 Communications, Inc. Key Executive Severance Plan (The Level 3 Plan) and Any Other Applicable Plans or Agreements. Thi (November 7th, 2018)
Sunrun Inc. – SUNRUN INC. KEY EMPLOYEE CHANGE IN CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Effective as of August 9, 2018 (November 7th, 2018)
Prestige Brands – Amended and Restated Executive Severance Plan (November 1st, 2018)
Encompass Health Corporation Fifth Amended and Restated Executive Severance Plan (October 31st, 2018)

Encompass Health Corporation, a Delaware corporation (the "Company"), has adopted the Encompass Health Corporation Fifth Amended and Restated Executive Severance Plan, to be effective as of October 9, 2018 (the "Plan"), for the benefit of certain employees of the Company and its subsidiaries, on the terms and conditions hereinafter stated. The Plan is intended to help retain qualified employees and provide financial security to certain employees of the Company whose employment with the Company and its Affiliates may be terminated under circumstances entitling them to severance benefits as provided herein. The Plan is intended to be a plan that "is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Conversely, to the maximum extent permitted by law, the Plan is not intended to provide for any "defe

Wellcare Health Plans, Inc. Executive Severance Plan (October 30th, 2018)

The Board believes that it is in the best interests of the Company to encourage the continued employment and dedication of certain officers by providing economic security to such individuals in the event of certain terminations of employment, and the Plan has been established for this purpose. The Plan is intended to be a "welfare plan" under ERISA providing benefits to a select group of management or highly compensated employees as described in DOL Regulation section 2520.104-24. The Plan is separate from the WellCare Health Plans, Inc. Severance Plan, as amended from time to time. Capitalized terms used in the Plan are defined in Section 10, except as otherwise specified.

Msc Industrial Direct Co., Inc. Executive Change in Control Severance Plan (October 30th, 2018)
Symantec Corporation Executive Severance Plan (October 26th, 2018)
Cvr Refining Lp – Cvr Energy, Inc. Change in Control and Severance Plan (October 25th, 2018)