Special Severance Benefits and Change of Control Protections Sample Contracts

Re: Special Severance Benefits and Change of Control Protections
Special Severance Benefits and Change of Control Protections • February 27th, 2008 • Reynolds American Inc • Cigarettes

As consideration for your entering into the Non-Competition, Non-Disclosure of Confidential Information and Commitment to Provide Assistance Agreement, attached hereto as Exhibit A and made a part of this document, you will be eligible for special severance and certain change of control protections from Reynolds American Inc. (the “Company”), the terms and conditions of which are set forth below. This agreement will amend and supersede the prior letter agreement regarding Special Severance Benefits and Change of Control Protections, dated March 31, 2005, between you and the Company, or an affiliate of the Company (the “Prior Agreement”) and any other severance agreements entered into prior to the date hereof.

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December 19, 2007 Susan M. Ivey
Special Severance Benefits and Change of Control Protections • February 27th, 2008 • Reynolds American Inc • Cigarettes

As consideration for your entering into the Non-Competition, Non-Disclosure of Confidential Information and Commitment to Provide Assistance Agreement, attached hereto as Exhibit A and made a part of this document, you will be eligible for special severance and certain change of control protections from Reynolds American Inc. (the “Company”), the terms and conditions of which are set forth below. This agreement will amend and supersede the prior letter agreement regarding Special Severance Benefits and Change of Control Protections, dated October 7, 2004, between you and the Company (the “Prior Agreement”) and any other severance agreements entered into prior to the date hereof. In addition, Section 3 of this agreement amends the Offer of Employment Letter between you and the Company, dated July 29, 2004 (the “Offer Letter”) and Section 4 of this agreement describes the retiree health coverage that is available to you under the terms of the Offer Letter.

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