3M EXECUTIVE SEVERANCE PLAN

SUMMARY PLAN DESCRIPTION

Effective Date:  February 3, 2020

The purpose and intent of this 3M Executive Severance Plan (“Plan”) is to provide separation benefits to certain eligible employees of 3M Company (“3M”) or an affiliate of 3M participating in the Plan (each, a “Participating Employer”) who are involuntarily discharged from employment other than for Misconduct or who voluntarily terminate employment for Good Reason.  This Plan does not provide separation benefits for individuals discharged from employment for Misconduct, for individuals who voluntarily terminate employment without Good Reason or for individuals whose employment is terminated by the Company pursuant to a mandatory retirement policy adopted by the board of directors of 3M (the “Board”).

This is the summary plan description (“SPD” or “Summary”) for the Plan.  It describes the terms of the Plan as in effect for individuals whose termination of employment and Benefits Approval Date (as defined in Section ‎II.A below) occur on or after the effective date specified above.  This Summary, together with any separate amendments and other documents, is also the official plan document for the Plan.

To fully understand your benefits, it is important that you read this entire Summary carefully and understand it and your responsibilities.  If you elect to participate, one of your responsibilities is to timely provide an executed General Release of All Claims in a form provided by a Participating Employer (“Release”).  Failure to follow the terms of the Plan or satisfy any Plan requirements can result in loss of eligibility or delay, reduction or termination of benefits.  You should keep this Summary for future reference.

Depending on your individual situation, you may be eligible for other types of employee benefits and/or retirement benefits following termination of employment under other employee benefit and/or retirement plans.  Consult the plan documents for those other plans for a description of those other benefits.

You will notice certain terms and/or phrases are capitalized throughout this Summary. These terms and/or phrases are important, and you should remember them. The capitalized terms and phrases are either defined in the Summary or in the other document to which they relate.

Neither the receipt of this Summary nor its use of the term “you” indicates that you are eligible to participate in the Plan or receive benefits under the Plan.  Only those individuals who satisfy the eligibility requirements and other criteria contained in the Plan are eligible to participate in the Plan.

The information in this Summary may not be relied on as tax advice for any purpose.  3M does not guarantee any specific tax consequences.  Ultimately, it is your responsibility to determine the tax treatment of the payments and benefits provided under this Plan.  For information on how applicable tax law may apply to your personal situation, consult your own qualified tax advisor.

Neither the terms of the Plan nor the benefits provided under the Plan shall be a term of employment of any individual. This Summary and the Plan shall not be deemed an employment contract.  Participation in the Plan does not constitute a guarantee of employment or alter the “at-will” nature of your employment.

3M hereby advises and encourages you to speak with an attorney regarding the provisions in this Summary and the Release. 

Except as described below in Section ‎II.B, you are eligible to participate in this Plan only if:

you separate employment on the date determined by 3M (other than for voluntary terminations for Good Reason).  3M has discretion to determine your actual separation date and to change your separation date (other than for voluntary terminations for Good Reason).

The classification of an individual by a Participating Employer is final, conclusive and binding for purposes of determining eligibility to participate in this Plan and shall be made solely in the discretion of the Participating Employer.  No reclassification or determination of a person’s status with a Participating Employer, for any reason, without regard to whether it is initiated by a court, governmental agency or otherwise and without regard to whether or not the Participating Employer agrees to such reclassification or determination, shall make the person retroactively or prospectively eligible for benefits.  However, the Participating Employer, in its sole discretion, may reclassify a person as benefits eligible on a prospective basis.  Any uncertainty regarding an individual’s classification will be resolved by excluding the person from eligibility.

Employees who satisfy all of the Plan’s eligibility requirements and receive benefits under the Plan are referred to as “Plan Participants” throughout this Summary.

Even if you otherwise meet the eligibility requirements above, you are not eligible to receive benefits under this Plan if:

You must sign and return the Release, and the Release must become effective, irrevocable and enforceable, in order to be eligible to receive the payments and benefits described in Section ‎III.C  (Severance Pay), Section ‎III.D  (VIP Vesting), Section ‎III.E  (Stock Options and SARs), Section ‎III.F  (Restricted Stock Units), Section ‎III.G  (Performance Shares), and Section ‎III.H  (Outplacement Benefits). You have at least 45 days from receipt to sign and return the Release, but the Release cannot be signed before your separation date.  This means that your deadline for signing and returning the Release will be the latest of: (i) your separation date; (ii) the date that is 45 days after the date that you receive a copy of this Summary and the Release; or (iii) the date that is specified in writing by an authorized representative of a Participating Employer.  If your separation date occurs before the 45th day (or such later date as may be authorized for you), you may use the entire period to consider whether to sign the Release, or you may voluntarily sign the documents on or after your separation date but before the deadline to return the Release has passed.  The completed and signed Release should be sent to:  3M Human Resources – Transitions Administration, 3M Center, 224-2W-15, St. Paul, MN 55144.

For purposes of this Plan, the following definitions have the following meanings:

If you become a Plan Participant, you may not apply for or accept employment with, or provide services to, 3M or any 3M affiliate in any capacity (including, but not limited to, as a regular or temporary employee, consultant, independent contractor, or contract worker) for a period of six months following your separation date. 

Regardless of whether you become a Plan Participant, your final pay will be paid to you separately from any severance or retirement payment you may receive. 

If you become a Plan Participant, you will receive severance pay at the time and in the amount set forth in the Schedule provided to you and applicable to your position; provided, however, that your right to severance pay will cease in the event you become reemployed by 3M.  Severance pay does not qualify for voluntary deductions (e.g., General Employees Stock Purchase Plan, VIP) and is subject to all applicable Federal (including FICA), state, and/or local taxes in effect at the time of payment, as well as all legally required withholdings (e.g., tax levy, garnishment).

If (1) you are employed by a Participating Employer that participates in the VIP, (2) you are a participant in the VIP, and (3) you become a Plan Participant, then your Company Contribution Account will be fully vested even if you do not have the required years of vesting service as of your separation date.

If you become a Plan Participant, each outstanding vested option and stock appreciation right (“SAR”) issued to you under the 3M 2008 Long‑Term Incentive Plan, the 2016 LTIP or any successor thereto (collectively, the “LTIP”) will remain outstanding and will not terminate 90 days after your termination of employment solely as a result of your separation from 3M.   The remaining terms and conditions of your stock options and SARs will continue to apply, including, without limitation and if applicable, the terms and conditions providing for the termination of your stock options or SARs in the event of your violation of any applicable non-competition, non-solicitation or confidentiality obligations. In no event will your stock options or SARs remain exercisable beyond the expiration of their maximum term.  Unless otherwise provided pursuant to the existing terms and conditions of the applicable plan under which the stock option or SAR was granted and the applicable award agreement (see Section ‎IV below), any stock options or SARs that are unvested as of your termination of employment will be forfeited in accordance with their terms. 

If you become a Plan Participant, a portion of each annual restricted stock unit award issued to you under the LTIP that remains unvested at the time of your termination of employment will vest on an accelerated basis.  The number of additional restricted stock units that vest will be determined by multiplying the total number of restricted stock units subject to each vesting tranche of your award by a fraction, the numerator of which will be the number of whole years of employment service you have completed since the award’s grant date and the denominator of which will be the number of years of employment service required to vest in the restricted stock units subject to that tranche pursuant to the otherwise applicable service-based vesting schedule.  If you previously vested in one or more restricted stock units subject to the award, the number of restricted stock units that vest on an accelerated basis will be reduced on a one-for-one basis by the number of previously vested restricted stock units.  The Shares underlying the restricted stock units that vest pursuant to this Section ‎III.F will be issued as soon as administratively practicable following the date on which your release becomes effective and irrevocable (but in any event no later than March 15 of the calendar year following the calendar year in which your termination of employment occurs) or, to the extent necessary to comply with the requirements of section 409A of the Code, at such time as the shares otherwise would have been issued in accordance with the terms of your award.  In no event will any restricted stock unit awards granted to you for recognition, retention or other special purposes be subject to the special

accelerated vesting provisions of this Section ‎III.F.    Unless otherwise provided pursuant to the existing terms and conditions of the applicable plan under which the restricted stock units were granted and the applicable award agreement (see Section ‎IV below), any restricted stock units that are unvested as of your termination of employment will be forfeited in accordance with their terms.

If you become a Plan Participant, each outstanding performance share issued to you under the LTIP will vest in accordance with the applicable vesting schedule and will not be forfeited solely as a result of your separation from 3M, provided that the target number of performance shares with respect to any award shall be prorated based on the number of whole calendar months you worked during the applicable performance period and the performance shares that may vest will be subject to actual performance results and paid at the same time as for other then-active LTIP participants.

If you become a Plan Participant, you will be eligible to receive reasonable outplacement services, as determined by 3M in accordance with its outplacement services policy in effect as of the date of your termination of employment.

 

Unless otherwise provided herein, the terms and conditions of each benefit plan, program or arrangement in which you participate as of the date of your termination of employment will govern with respect to the effect of your termination of employment under such plan, program or arrangement.  In some cases, you may be eligible to receive additional benefits under such other plans, programs or arrangements whether or not you become a Plan Participant.  For example, outstanding equity awards issued to you under the LTIP (including performance share awards) may continue to vest and/or, if applicable, remain exercisable beyond the standard post-termination exercise period (but in no event beyond the expiration date of such option) if your termination of employment qualifies as a “retirement” for purposes of the relevant award or you experience a qualifying termination of employment following a change in control.  For further information on the consequences of your employment status change, as well as the definition of “retirement” for purposes of your outstanding equity awards, please refer to the resource list included in your severance packet for contact information.

If you believe you are entitled to benefits, or you disagree with a decision regarding your benefits, you should file a claim with the Plan Administrator in accordance with the Plan’s claim procedures. If you do not file a claim or follow the claim procedures, you are giving up important legal rights.  Before commencing legal action to recover benefits, or to enforce or clarify rights, you must completely exhaust the Plan’s claim procedures.

To make a claim, you must file a written statement with the Plan Administrator.  You should include the facts and arguments that you want considered in deciding your claim.  The Plan Administrator must receive actual delivery of your written claim within 60 days after the date you knew or reasonably should have known of the facts behind your claim or, if earlier, the date of your separation.

Within 90 days of the date the Plan Administrator receives your claim, you will receive either a notice of the decision or a notice describing the need for additional time (up to 90 additional days) to reach a decision.  If the Plan Administrator notifies you that it needs additional time, the notice will describe the special circumstances requiring the extension and the date by which it expects to reach a decision.  If the Plan Administrator denies your claim, in whole or in part, you will receive a notice specifying the reasons, the Plan provisions on which it is based, a description of additional material (if any) needed to perfect the claim, your right to file a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if your claim is denied upon review, and it will also explain your right to request a review.

If the Plan Administrator denies your claim, you must file a written request to have the denial reviewed. Your request should include the facts and arguments that you want considered in the review.  The Plan Administrator must receive actual delivery of your written request for review within 60 days after the date that you received notice that your claim was denied.  You may submit written comments, documents, records, and other information relating to your claim.  Upon request you are entitled to receive free of charge reasonable access to and copies of the relevant documents, records, and information used in the claims process.

Within 60 days after the date the Plan Administrator receives your request for review, you will receive either a notice of the decision or a notice describing the need for additional time (up to 60 additional days) to reach a decision.  If the Plan Administrator notifies you that it needs additional time, the notice will describe the special circumstances requiring the extension and the date by which it expects to reach a decision.  If the Plan Administrator affirms the denial of your claim, in whole or in part, you will receive a notice specifying the reasons, the Plan provisions on which it is based, notice that upon request you are entitled to receive free of charge reasonable access to and copies of the relevant documents, records, and information used in the claims process, and your right to file a civil action under section 502(a) of ERISA.

If the Plan Administrator determines it needs further information to complete its review of your denied claim, you will receive either a written or electronic notice describing the additional information necessary to make the decision.  You will then have 60 days from the date you receive the notice requesting additional information to provide the requested information to the Plan Administrator.  The time between the date the Plan Administrator sends its request to you and the date the Plan Administrator receives the requested additional information from you does not count against the 60-day period in which the Plan Administrator has to decide your claim on review.  If special circumstances exist, this period may be further extended.

If you wish to bring a lawsuit over your claim, you must file your claim within the required time, complete the entire claim procedures, receive a denial from the Plan Administrator after you request a review, and commence that suit within 30 months after you knew or reasonably should have known of the facts behind your claim or, if earlier, within 6 months after the claim procedures are completed.

The Plan Administrator shall have the discretionary power and authority to:

This discretionary power and authority includes, without limitation:

All determinations, interpretations, rules and decisions of the Plan Administrator will be made, in its sole discretion, and will be final, conclusive and binding as to all parties.  In any legal action, all explicit and all implicit determinations by the Plan Administrator shall be afforded the maximum deference permitted by law.  The Plan Administrator may delegate all or a portion of its powers, authority, responsibilities, discretion and rights under the Plan to an individual, entity or committee.  Any delegation may allow further delegation by the individual, entity or committee to whom the delegation has been made.

The Plan Administrator reserves the right to correct any errors, defects, inconsistencies and omissions that may occur in the administration of the Plan as the Plan Administrator, in its discretion, determines appropriate. This includes reducing or eliminating benefits under the Plan, and such correction shall be final, conclusive and binding all persons.  Subject to any delegation of authority, the Plan Administrator shall be the named fiduciary for the purposes of ERISA.

If all or any portion of the Release is held to be invalid, illegal or otherwise unenforceable for any reason, or you commit an act of Misconduct, 3M will have the right (but not the obligation) to (i) declare the Release void in its entirety, (ii) cease

providing any payment or benefit otherwise owing to you under the Plan and (iii) require you to repay any and all cash severance previously paid to you under the terms of the Plan to the extent permitted by applicable law.

3M reserves the right to modify, amend and terminate the Plan, in whole or in part, at any time and in any respect and for any reason and either prospectively or retroactively or both.  3M's right to modify, amend or terminate the Plan includes, without limitation:

No oral statements or representations can amend the Plan.  3M makes no promise to continue the Plan or the benefits offered under the Plan in the future, and individuals have no vested right to the Plan or the benefits offered under the Plan.

Notwithstanding the foregoing, no amendment or termination of the Plan that would reduce benefits or eliminate one or more participant’s eligibility may take effect if adopted during the period beginning 6 months prior to a Change in Control of 3M or 18 months following a Change in Control of 3M without the written consent of the participant(s) whose benefits or eligibility would be reduced or eliminated.

Benefits provided under the Plan are paid out of the general assets of 3M.    An individual does not, by virtue of participating in the Plan, have any interest in any specific asset or assets of 3M.  With respect to benefits funded out of 3M’s general assets, an individual’s rights shall be solely those of an unsecured general creditor of 3M.

The Plan shall be construed in accordance with the applicable provisions of ERISA and the Code; and, to the extent not preempted by Federal law, in accordance with the laws of the State of Minnesota.  Any litigation commenced or arising in connection with the Plan shall be commenced and venued exclusively in the United States District Court for the District of Minnesota.

The payments and benefits provided under this Plan are intended to be exempt, to the greatest extent possible, from the requirements of section 409A of the Code, and this Plan will be construed and implemented accordingly.  To the extent a payment or benefit provided under this Plan is not so exempt, this Plan and the payments and benefits to be provided hereunder are intended to, and will be construed and implemented so as to, comply in all respects with the applicable provisions of section 409A of the Code.  Any right to receive installment payments under this Plan shall be treated as a right to receive a series of separate payments. 

Notwithstanding anything herein to the contrary, if you are a “specified employee” (as determined by 3M in accordance with section 409A of the Code) as of the date of your “separation from service” (as determined by 3M in accordance with section 409A of the Code), and if any payment, benefit or reimbursement to be paid or provided under the Plan to you both (i) constitutes a “deferral of compensation” within the meaning of and subject to section 409A of the Code and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting you to additional tax, interest and/or penalties under section 409A of the Code, then any such payment, benefit or reimbursement that is otherwise payable during the first six (6) months following your separation from service shall be paid or provided to you in a lump sum on the earlier of (x) your death and (y) the first business day of the seventh month immediately following your separation from service.

3M makes no representations that the payments and benefits provided under the Plan comply with section 409A of the Code and in no event shall 3M be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Plan Participant on account of noncompliance with section 409A of the Code. To the extent required by section 409A of the Code, any payments to be made to a Plan Participant upon his or her termination of employment shall only be made upon such Plan Participant's separation from service.

If a benefit payment to you or on your behalf exceeds for any reason the benefit amount you are entitled to receive in accordance with the terms of the Plan, the Plan Administrator has the right to require the return of the overpayment on request, and upon request you must immediately refund the overpayment as well as help the Plan Administrator obtain the refund of the overpayment from another person or entity.

The Plan Administrator’s right to recover overpayments applies regardless of the cause, nature or source of the overpayments, and includes any overpayment resulting from retroactive awards received from any source, fraud or any error made in processing your claim.  The Plan Administrator also has the right, at its option and to the extent consistent with section 409A of the Code, to recover the overpayment by reducing or offsetting against any future benefit payments.  Such rights do not affect any other right of recovery the Plan Administrator may have with respect to such overpayment.  In addition, the Plan Administrator reserves the right to obtain the overpayment by any other method permitted by the law.  The Plan Administrator will determine, in its sole discretion, the method by which the repayment of the overpayment shall be made.  Failure to repay an overpayment and cooperate with the Plan Administrator in collecting an overpayment may result in loss of coverage under the Plan.

In addition, any benefit payment under the Plan will be subject to recoupment by 3M to the extent required to comply with applicable law or 3M’s clawback policy, as in effect at the time your employment is terminated.

You shall not have the right to transfer any interest, benefit, right or claim you may have under this Plan, including a claim for benefits, for breach of fiduciary duty, to receive documents or information, to file a lawsuit, or any other claim or right you may have under this Plan to any party.  Nor shall you have the power to anticipate, alienate, assign, sell, transfer, pledge or encumber the same.

The Plan shall not recognize an assignment of any interest, benefit, right or claim you may have under this Plan, either in whole or in part.  Any attempt to assign any interest, benefit, right or claim under this Plan shall be void and non-enforceable.

Benefits under this Plan shall not be subject to attachment, garnishment, execution following judgment or other legal process.  Except as may be required by law, your benefits and rights under the Plan are not subject to the claims of your creditors.

Notwithstanding any other provision of the Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits received or to be received by you (including, without limitation, any payment or benefits received in connection with a Change in Control or your termination of employment, whether pursuant to the terms of this Plan or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of section 280G of the Code and would, but for this Section ‎VI.I, be subject to the excise tax imposed under section 4999 of the Code (the “Excise Tax”), then prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to you of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to you if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax.  If the amount calculated under clause (i) above is less than the amount under clause (ii) above, the 280G Payments will be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. For purposes of this Section VI.I, “Net Benefit” shall mean the present value of the 280G Payments net of all Federal, state, local, and foreign income, employment, and excise taxes. Any reduction made pursuant to this Section VI.I shall be made in a manner determined by 3M that is consistent with the requirements of section 409A of the Code.  If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis.    All calculations and determinations under this Section ‎VI.I shall be made by an independent accounting firm or independent tax advisor appointed by 3M (the “Tax Advisor”) whose determinations shall be conclusive and binding on 3M and you for all purposes. For purposes of making the calculations and determinations required by this Section ‎VI.I, the Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of section 280G and section 4999 of the Code. 3M and you shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request in order to make its determinations under this Section ‎VI.I.  3M shall bear all costs the Tax Advisor may reasonably incur in connection with its services.

About your ERISA Rights

As a participant in the Plan, you are entitled to certain rights and protections under ERISA.  ERISA provides that all Plan participants will be entitled to the information as described in this section.

Receive Information About Your Plan and Benefits.  ERISA provides that all Plan participants will be entitled to:

Public Disclosure Room

Employee Benefits Security Administration

U.S. Department of Labor

200 Constitution Avenue, N.W.

Washington, D.C. 20210.

Prudent Actions by Plan Fiduciaries.  In addition to creating rights for Plan participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan.  The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries.  No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

Enforce Your Rights.  If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights.  For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator.  If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court after exhausting the Plan’s claim and appeal procedure. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court.  If you file suit against the Plan, the court will decide who should pay court costs and legal fees.  If you are successful, the court may order the person you have sued to pay these costs and fees.  If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions.  If you have any questions about your Plan, you should contact the Plan Administrator.  If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration (EBSA), U.S. Department of Labor, listed in your telephone directory or the

Division of Technical Assistance and Inquiries

Employee Benefits Security Administration

U.S. Department of Labor

200 Constitution Avenue N.W.

Washington, D.C. 20210.

You may also obtain certain publications about your rights and responsibilities under ERISA by:

 

Schedule A to the 3M Executive Severance Plan

Severance Pay for the Chief Executive Officer

If you become a Plan Participant by signing the Release and satisfying all other eligibility requirements, you will receive the severance payments described below.

Note:  If you participate in the Annual Incentive Plan and you retire (within the meaning of the Annual Incentive Plan), you may be eligible to receive a prorated amount of the Annual Incentive Plan payment that otherwise would have been payable to you for the year of your retirement, regardless of whether you become a Plan Participant.  The prorated amount for which you may be eligible, however, would be calculated based on the number of days worked prior to your separation date (i.e., without regard to the additional period between your separation date and the Severance Period Expiration Date).

In calculating the benefits described above, your annual base salary and target Annual Incentive Plan payment will be your annual base salary and target Annual Incentive Plan payment as in effect on your separation date (or if you voluntarily terminate for Good Reason as a result of a material diminution in your base salary or annual planned cash compensation, your annual base salary and target Annual Incentive Plan payment as in effect immediately prior to any such material diminution). 

Notwithstanding anything herein to the contrary, the cash payments and benefits provided to you pursuant to items 1 and 2 of this Schedule shall reduce, on a dollar-for-dollar basis but not below $0, any payments you may otherwise become entitled to under your applicable Employee Agreement, provided that such reduction shall be applied consistent with section 409A of the Code.

 

Schedule B to the 3M Executive Severance Plan

Severance Pay for Corporation Operations Committee Members (other than the Chief Executive Officer)

If you become a Plan Participant by signing the Release and satisfying all other eligibility requirements, you will receive the severance payments described below.

Note:  If you participate in the Annual Incentive Plan and you retire (within the meaning of the Annual Incentive Plan), you may be eligible to receive a prorated amount of the Annual Incentive Plan payment that otherwise would have been payable to you for the year of your retirement, regardless of whether you become a Plan Participant.  The prorated amount for which you may be eligible, however, would be calculated based on the number of days worked prior to your separation date (i.e., without regard to the additional period between your separation date and the Severance Period Expiration Date).

In calculating the benefits described above, your annual base salary and target Annual Incentive Plan payment will be your annual base salary and target Annual Incentive Plan payment as in effect on your separation date (or if you voluntarily terminate for Good Reason as a result of a material diminution in your base salary or annual planned cash compensation, your annual base salary and target Annual Incentive Plan payment as in effect immediately prior to any such material diminution). 

Notwithstanding anything herein to the contrary, the cash payments and benefits provided to you pursuant to items 1 and 2 of this Schedule shall reduce, on a dollar-for-dollar basis but not below $0, any payments you may otherwise become entitled to under your applicable Employee Agreement, provided that such reduction shall be applied consistent with section 409A of the Code.