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1.1	“Accrued Obligations” has the meaning set forth in Section 3.2(g).

1.2	“Annual Compensation” shall mean the sum of (a) the Participant’s annual base salary (determined immediately prior to the Qualified Termination), and (b) the Participant’s target annual bonus with respect to the year in which the Qualified Termination occurs.

1.3	“Board” or “Board of Directors” shall mean the Board of Directors of Parent.

1.4	“Cause” shall mean (x) with respect to a Participant employed pursuant to a written employment agreement which agreement includes a definition of “Cause,” “Cause” as defined in that agreement or (y) with respect to any other Participant, the occurrence of any of the following:

(a)	Such Participant’s conviction or plea of nolo contendere to a felony;

(b)	An act of dishonesty or misconduct on a Participant’s part, as determined in the discretion of the Committee, that results in, or is believed likely to result in, material damage to the Participating Employer’s business or reputation; or

(c)

A material violation by a Participant of Parent or Company Policy, or the Agreement to Protect Corporate Property if such policy or agreement have been made available to the Participant, or any other employment obligation or standard of conduct that has been communicated to the Participant, in either case, where such violation played a role in the Participating Employer’s decision to terminate the Participant.

1.5	“Change of Control Plan” means the Brighthouse Services, LLC Change of Control Severance Pay Plan, as in effect and as may be amended from time to time.

1.6	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.7	“Committee” shall mean the Compensation Committee of the Board of Directors of Parent or any successor thereto.

1.8	“Company” shall mean Brighthouse Services, LLC, a Delaware limited liability company, and any successor thereto.

1.9	“Effective Date” means November 19, 2018.

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1.10	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.11	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.

1.12	“Parent” means Brighthouse Financial, Inc., a Delaware corporation, and any successor thereto.

1.13	“Participant” shall mean any employee of a Participating Employer who is the Chief Executive Officer of Parent, an Executive Vice President of Parent, or an officer of Parent for purposes of Section 16 of the Exchange Act, or any such other employee of a Participating Employer who is designated by the Plan Administrator as a “Participant.”

1.14	“Participating Employer” shall mean the Company and any Subsidiary designated by the Plan Administrator as a Participating Employer, in each case, that employs a Participant on the Termination Date.

1.15	“Plan” shall mean the Brighthouse Services, LLC Executive Severance Pay Plan, as set forth in this document and as may be amended from time to time in accordance with Section 4.2.

1.16	“Plan Administrator” shall mean the plan administrator of the Brighthouse Services, LLC Severance Plan or any successor severance plan sponsored by Brighthouse Services, LLC.

1.17

“Qualified Termination” shall mean, following the Effective Date, any involuntary termination of employment of a Participant by the Participating Employer; provided, that, such termination is not for Cause or due to the Participant’s inability to perform the substantial functions of the Participant’s position, after reasonable accommodation and after qualifying for long-term disability benefits under the applicable plans, programs or policies of the Participating Employer.

1.18	“Separation Agreement, Waiver and General Release” means a written document that includes a release of rights and claims from a Participant in the form attached hereto as Annex A, as the same may be amended or modified from time to time by the Plan Administrator.

1.19	“Severance Benefits” shall mean the benefits described in Article 3.

1.20	“Severance Multiple” shall mean one (1).

1.21	“Subsidiary” shall mean any corporation or other entity in which Parent or the Company, as applicable, has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then-outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or managing partners.

1.22	“Termination Date” shall mean for each Participant, the official last date at work established by the applicable Participating Employer.

2.1	Eligibility to Participate. Each Participant is eligible to receive the benefits described in Article 3 upon a Qualified Termination, subject to the terms and conditions of the Plan.

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2.2

Termination of Participation. An individual’s participation in the Plan will cease when he or she ceases to be a Participant by reason of no longer satisfying the definition of a Participant, upon a termination of employment that does not constitute a Qualified Termination or if he or she incurs a Qualified Termination and he or she has received all benefits due under the Plan as a result of such Qualified Termination.

3.1	Entitlement to Benefits.

(a)	General. Benefits are payable under this Plan to each Participant who incurs a Qualified Termination and satisfies the requirements of this Article 3. No benefits shall be payable under the Plan upon any termination of employment that is not a Qualified Termination.

(b)

Separation Agreement, Waiver and General Release. A Participant who otherwise satisfies the requirements of this Article 3 will be eligible for Severance Benefits described in Section 3.2 only if he or she executes and returns to the Participating Employer, as applicable, a Separation Agreement, Waiver and General Release within such time period as the Participating Employer, as applicable, may require, and such Separation Agreement, Waiver and General Release is not revoked and becomes effective. Notwithstanding the foregoing, payment of the Accrued Obligations (as defined in Section 3.2) shall not be subject to the Participant signing and not revoking a Separation Agreement, Waiver and General Release.

(c)

No Severance Benefits. Unless the Participating Employer determines otherwise, a Participant who is entitled to benefits in connection with a Qualified Termination will not be entitled to any benefits under this Plan if he or she fails to continue in active employment with the Participating Employer and to satisfactorily perform all duties of his or her position until the Termination Date established for such Participant by the Participating Employer.

3.2	Severance Benefits. Subject to Section 3.1(b) and the other terms and conditions set forth herein, each Participant who has a Qualified Termination will be eligible for the following Severance Benefits:

(a)

a lump sum cash payment equal to the product of (i) the Participant’s Severance Multiple and (ii) the Participant’s Annual Compensation, to be paid within 60 days following the first date on which the Separation Agreement, Waiver and General Release is no longer revocable; provided, that, if the period during which the Separation Agreement, Waiver and General Release could become effective begins in one calendar year and ends in another calendar year, the Severance Benefits shall be paid in the second such calendar year;

(b)	an annual bonus for the year in which the Qualified Termination occurs equal to the Participant’s target annual bonus, prorated based on the number of days the Participant was actively employed with the Participating Employer during the year to which the bonus relates, which bonus shall be paid at the same time as the lump sum cash payment described in Section 3.2(a);

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(c)	if the Qualified Termination occurs prior to the payment of the annual bonus in respect of the year immediately preceding the year in which the Qualified Termination occurs, an annual bonus for such preceding year in accordance with the terms and conditions of, and not later than the date of payment specified under, the applicable bonus plan;

(d)

a lump sum cash payment equal to the amount that the Participant would be required to pay for COBRA continuation coverage for twelve (12) months after the Termination Date for the Participant and the Participant’s eligible dependents under the Participating Employer’s medical benefit plan in which the Participant and such dependents were participating as of the Termination Date, to be paid within 60 days following the first date on which the Separation Agreement, Waiver and General Release is no longer revocable; provided, that, if the period during which the Separation Agreement, Waiver and General Release could become effective begins in one calendar year and ends in another calendar year, the amount shall be paid in the second such calendar year;

(e)	any equity awards shall be treated upon such Qualified Termination as set forth in the applicable plan document, award agreement and other governing documents;

(f)	twelve (12) months of executive outplacement services provided by a third-party vendor selected by the Participating Employer, which services shall commence within 90 days following the Termination Date; and

(g)	the Participant’s full base salary through the Termination Date, and any vested amounts or benefits owing to the Participant under any otherwise applicable employee benefit plans and programs, both qualified and nonqualified, and not yet paid and any accrued vacation pay not yet paid by the Participating Employer (the “Accrued Obligations”).

3.3	Termination of Severance Benefits. If a former Participant of the Participating Employer breaches any of the Covenants (as defined in Article 6 below), he or she shall forfeit any unpaid Severance Benefits and shall be required to repay to the Participating Employer, as applicable, any paid or provided Severance Benefits, as described in Article 6.

3.4	Withholding and Deductions. The Participating Employer, as applicable, will make deductions from each payment of Severance Benefits for income and employment taxes, as required by applicable law.

3.5

No Duplication. If the Plan Administrator determines, in its sole discretion, that all or a portion of the benefit payable or previously paid to a Participant under any other plan, program, employment contract or other agreement with the Company or any affiliate (other than payments made under any such plan that is intended to be tax exempt under Code Section 401(a)) is intended to provide severance, salary continuation or other benefits duplicative of the benefits provided under this Plan, the Plan Administrator shall have the right to reduce the benefit otherwise payable under this Plan to the extent deemed necessary to eliminate any unintended duplication of benefits. For avoidance of doubt, if the Participant is eligible for severance benefits under the Change of Control Plan because the Participant’s termination is a Qualified Termination under such Plan arising after the occurrence of a Change of Control (as such term is defined in such Change of Control Plan), the Participant shall be eligible for the benefits payable under such Change of Control Plan and not be eligible for payments or benefits under this Plan.

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3.6

Offset of Legally Required Payments. Regardless of the amount of a Participant’s Severance Benefits under the Plan, such benefits will be reduced by any payments required to be paid by the Participating Employer, as applicable, to the Participant solely by reason of the Participant’s termination of employment under any federal or state law, including without limitation the Worker Adjustment Retraining Notification Act of 1988, as amended (except unemployment benefits payable in accordance with state law and payment for accrued but unused vacation).

4.1

Administration. The Plan Administrator or its delegate has the exclusive responsibility and complete discretionary authority to control the operation, management and administration of this Plan, with all powers necessary to enable it properly to carry out those responsibilities, including but not limited to, the power to construe this Plan, to determine eligibility for benefits, to settle disputed claims and to resolve all administrative, interpretive, operational, equitable and other questions that arise under this Plan. The decisions of the Plan Administrator on all matters will be final and binding on all interested parties. To the extent a discretionary power or responsibility under this Plan is expressly assigned to a person or persons by the Plan Administrator, that person or persons will have complete discretionary authority to carry out that power or responsibility and that person’s decisions on all matters within the scope of that person’s (or those persons’) authority will be final and binding on all interested parties.

4.2

Amendment and Termination of the Plan. The Plan may be terminated by the Committee or amended by the Committee or the Plan Administrator at any time; provided, however, that (a) any material amendment of the Plan shall be made only by the Committee, and (b) no termination of the Plan may reduce the Severance Benefits payable under the Plan to a Participant if the Participant’s Qualified Termination with the Participating Employer, as applicable, has occurred prior to such termination of the Plan or amendment of its provisions.

5.1	Unfunded Obligation. The obligations of a Participating Employer to provide any benefits under this Plan shall be unfunded and unsecured. All Severance Benefits shall be paid solely from the general assets of the Participating Employer.

6.1

Participant Covenants. In consideration of receiving any of the Severance Benefits, each Participant shall be subject to and abide by (i) the restrictive covenants and other provisions set forth in the Agreement to Protect Corporate Property (the “ATPCP”) by and between the Participant and the Company and (ii) to the extent not already included in the ATPCP, the non-interference covenant set forth in Section 6.2 below (together, the “Covenants”), which Covenants shall be incorporated by reference into the Separation Agreement, Waiver and General Release.

6.2

Non-Interference. During the Participant’s employment and for eighteen (18) months following the Participant’s Termination Date, the Participant shall not, directly or indirectly contact or solicit business from, in a manner competitive with or adverse to the interests of Parent, the Company or its affiliates, any customer or potential customer of Parent, the Company or its affiliates with whom the Participant had contact, to whom the Participant provided services, or about whom the Participant received confidential information during the last twelve (12) months

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6.3

Effect of Covenants. The Participant acknowledges that the Covenants are a material inducement for the Participating Employer to grant the Severance Benefits granted under the Plan. By accepting any of the Severance Benefits, the Participant further acknowledges that a violation of any term of the Covenants will cause the Participating Employer irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees that, if the Participant breaches any of the Covenants:

(a)	the Severance Benefits for which the Participant was eligible prior to such breach but which the Participant had not yet received shall be immediately forfeited;

(b)	the Participant will repay to the Participating Employer within 90 days of such breach the value of any Severance Benefits received by the Participant; and

(c)	the Participating Employer will be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining the Participant from committing any violation of the Covenants.

6.4

Remedies; Enforceability. The remedies in this Article 6 are cumulative and are in addition to any other rights and remedies the Participating Employer may have at law or in equity as a court or arbitrator may reasonably determine. If any of the Covenants is determined by a court of competent jurisdiction not to be enforceable in the manner set forth above, the parties agree that they intend the provision to be enforceable to the maximum extent possible under applicable law, and that the court should reform the provision to make it enforceable in accordance with the intent of the parties.

7.1

Governing Law; Venue. Except to the extent that it may be preempted by ERISA, this Plan shall be governed by the law of the State of North Carolina, other than the provisions thereof relating to conflict of laws. Any action or proceeding to enforce the provisions of the Plan will be brought only in a state or federal court located in Charlotte, North Carolina, and each party consents to the venue and jurisdiction of such court. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

7.2	Severability. If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan, and this Plan shall be construed and enforced as if said illegal and invalid provision had never been included herein.

7.3	409A Compliance. Notwithstanding anything herein to the contrary, if this Plan is determined to be subject to Code Section 409A, then this Plan shall be administered such that it complies, at all times, with the requirements of Code Section 409A. The Plan Administrator has the sole

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7.4

Construction. Headings and subheadings have been added only for convenience of reference and shall have no substantive effect whatsoever. All references to articles and sections shall be to articles and sections of this Plan unless otherwise stated. The masculine pronoun includes the feminine. All references to the singular shall include the plural and all references to the plural shall include the singular.

7.5	Nonalienation. No benefit or payment under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, levy upon or charge the same shall be void.

7.6	No Employment Rights. Coverage under the Plan will not give any individual the right to be retained in the Company’s or a Subsidiary’s employment, or upon termination any right or interest in the Plan except as provided in the Plan.

7.7	No Enlargement of Rights. No person will have any right to or interest in any benefit except as specifically provided in the Plan. The legal status of each Participant or beneficiary who has a claim to Severance Benefits will be that of a general unsecured creditor of the applicable Participating Employer.

7.8	Impact on Other Benefits. Amounts paid under the Plan shall not be included in a Participant’s compensation for purposes of calculating benefits under any other plan, program or arrangement sponsored by the Participating Employer, unless such plan, program or arrangement expressly provides that amounts paid under the Plan shall be included.

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7.9

No Duty to Mitigate. No Participant shall be required to mitigate, by seeking employment or otherwise, the amount of any Severance Benefits that the Participating Employer becomes obligated to provide under the Plan, and amounts or other benefits to be paid or provided to a Participant pursuant to the Plan shall not be reduced by reason of the Participant’s obtaining other employment or receiving similar payments or benefits from another employer.

7.10	Recoupment. All Severance Benefits payable hereunder shall be subject to the terms of the Brighthouse Financial Inc. Compensation Recoupment Policy (as it may be amended from time to time) to the extent applicable.

7.11

Successors. All obligations of the Participating Employer under the Plan shall be binding upon and inure to the benefit of any successor to the Participating Employer, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, demutualization or otherwise. All payments and benefits that become due to a Participant under the Plan will inure to the benefit of his or her heirs, assigns, designees or legal representatives.

7.12	Claims Procedures.

(a)	Initial Claims. A Participant who believes he or she is entitled to a payment under the Plan that has not been received may submit a written claim for benefits to the Plan within 60 days after the Participant’s Qualified Termination. Claims should be addressed and sent to:

(i)	the specific reason or reasons for the denial of the Participant’s claim;

(ii)	references to the specific Plan provisions on which the denial of the Participant’s claim was based;

(iii)	a description of any additional information or material required by the Plan Administrator to reconsider the Participant’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and

(iv)	a description of the Plan’s review procedures and time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.

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(b)	Appeal of Denied Claims. If the Participant’s claim is denied and he or she wishes to submit a request for a review of the denied claim, the Participant or his or her authorized representative must follow the procedures described below:

(i)	Upon receipt of the denied claim, the Participant (or his or her authorized representative) may file a request for review of the claim in writing with the Plan Administrator. This request for review must be filed no later than 60 days after the Participant has received written notification of the denial.

(ii)	The Participant has the right to submit in writing to the Plan Administrator any comments, documents, records or other information relating to his or her claim for benefits.

(iii)	The Participant has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his or her claim for benefits.

(iv)	The review of the denied claim will take into account all comments, documents, records and other information that the Participant submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.

(c)

Plan Administrator’s Response to Appeal. The Plan Administrator will provide the Participant with written notice of its decision within 60 days after the Plan Administrator’s receipt of the Participant’s written claim for review. There may be special circumstances which require an extension of this 60-day period. In any such case, the Plan Administrator will notify the Participant in writing within the 60-day period and the final decision will be made no later than 120 days after the Plan Administrator’s receipt of the Participant’s written claim for review. The Plan Administrator’s decision on the Participant’s claim for review will be communicated to the Participant in writing and will clearly state:

(i)	the specific reason or reasons for the denial of the Participant’s claim;

(ii)	reference to the specific Plan provisions on which the denial of the Participant’s claim is based;

(iii)	a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records, and other information relevant to his or her claim for benefits; and

(iv)	a statement describing the Participant’s right to bring an action under Section 502(a) of ERISA.

(d)	Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

(i)	no claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of

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(ii)	in any such legal action, all explicit and implicit determinations by the Plan Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

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(a)

Neither this Section nor any other provision of this Agreement prohibit or restrict Participant or his/her attorney from providing information or testimony to, otherwise assisting or participating in an investigation or proceeding with or brought by, or filing a charge or complaint: (i) with any government agency, law enforcement organization, legislative body, regulatory organization, or self-regulatory organization (“SRO”), including, but not limited to, the SEC, Financial Industry Regulatory Authority (“FINRA”), Commodity Futures Trading Commission (“CFTC”), Department of Justice (“DOJ”), Internal Revenue Service (“IRS”), Department of Labor (“DOL”), National Labor Relations Board (“NLRB”), and Equal Employment Opportunity Commission (“EEOC”), (ii) as required by court order or subpoena, (iii) as may be necessary for the prosecution of claims relating to the performance or enforcement of this Agreement, or (iv) from providing any other disclosure required by law.

(b)	Participant is not prohibited from disclosing this Agreement to his/her spouse, civil union or domestic partner, attorney, accountant, or tax or financial advisor, provided that such individuals are advised that they may not disclose this Agreement and have agreed to be bound by the same restrictions against disclosure that apply to him/her.

(c)	Participant is not prohibited from providing a prospective employer with information concerning his/her former job title, salary, job responsibilities, and qualifications.

(d)

Participant is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that he/she will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

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•	Employer Code: 105436

•	User ID: SSN,

•	Default PIN: Last 4 of SSN + four-digit year of birth

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1.1	“Accrued Obligations” has the meaning set forth in Section 3.2(g).

1.2

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act, with reference to Parent, and shall also include any corporation, partnership, joint venture, limited liability company, or other entity in which Parent owns, directly or indirectly, at least fifty percent (50%) of the total combined Voting Power of such corporation or of the capital interest or profits interest of such partnership or other entity.

1.3	“Annual Compensation” shall mean the sum of (a) the Participant’s annual base salary (determined immediately prior to the Qualified Termination and without regard to any decrease in such salary constituting Good Reason), and (b) the Participant’s target annual bonus with respect to the year in which the Qualified Termination occurs.

1.4	“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

1.5	“Board” or “Board of Directors” shall mean the Board of Directors of Parent.

1.6	“Cause” shall mean (x) with respect to a Participant employed pursuant to a written employment agreement which agreement includes a definition of “Cause,” “Cause” as defined in that agreement or (y) with respect to any other Participant, the occurrence of any of the following:

(a)	Such Participant’s conviction or plea of nolo contendere to a felony;

(b)	An act of dishonesty or misconduct on a Participant’s part, as determined in the discretion of the Committee, that results in, or is believed likely to result in, material damage to the Participating Employer’s business or reputation; or

(c)

A material violation by a Participant of Parent or Company Policy or the Agreement to Protect Corporate Property if such policy or agreement have been made available to the Participant, or any other employment obligation or standard of conduct that has been communicated to the Participant, in either case, where such violation played a role in the Participating Employer’s decision to terminate the Participant.

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1.7	“Change of Control” shall mean the occurrence of any of the following events after the Effective Date:

(a)	Any Person acquires (other than directly from Parent) Beneficial Ownership, directly or indirectly, of securities of Parent representing thirty percent (30%) or more of the combined Voting Power of Parent’s securities;

(b)

Within any twenty-four (24) month period, the individuals who were Directors of Parent at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board of Directors or the Board of Directors of any successor to Parent; provided, that any Director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this Section 1.7(b); provided, further, notwithstanding the foregoing, that no individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of Directors of Parent or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of any agreement intended to avoid or settle any such election contest or solicitation of proxies or consents, shall be considered an Incumbent Director for purposes of this Section 1.7(b);

(c)

The shareholders of Parent approve a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of Parent which is consummated (a “Corporate Event”), and immediately following the consummation of which the shareholders of Parent immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of (i) in the case of a merger or consolidation, the surviving or resulting corporation, (ii) in the case of a share exchange, the acquiring corporation, or (iii) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than thirty percent (30%) of the consolidated assets of Parent immediately prior to such Corporate Event; or

(d)

The stockholders of Parent approve a plan of complete liquidation or dissolution of Parent, or the approval by the Board of a plan of complete or partial liquidation or dissolution of an Affiliate of Parent that is a life insurance operating company, which Affiliate’s assets represent fifty percent (50%) or more of the combined assets of all Affiliates that are life insurance operating companies measured as of the date immediately preceding the date the liquidation or dissolution is approved.

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1.8	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.9	“Committee” shall mean the Compensation Committee of the Board of Directors of Parent or any successor thereto.

1.10	“Company” shall mean Brighthouse Services, LLC, a Delaware limited liability company, and any successor thereto.

1.11	“Director” means any individual who is a member of the Board of Directors of Parent.

1.12	“Effective Date” means November 19, 2018.

1.13	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.14	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.

1.15	“Good Reason” shall mean, in the absence of written consent of a Participant:

(a)	a material diminution of the Participant’s duties, authority or responsibilities;

(b)	the transfer of the Participant’s primary work site to a new primary work site that is more than 50 miles from the Participant’s primary work site; or

(c)	(i) a material reduction in the Participant’s base compensation or (ii) a reduction of cash or equity incentive opportunities, in each case by more than 20% (other than, in the case of subclause (i) and (ii), in connection with, and substantially proportionate to, reductions by the Participating Employer of the compensation of other similarly situated employees prior to a Change of Control).

1.16	“Parent” means Brighthouse Financial, Inc., a Delaware corporation, and any successor thereto.

1.17	“Participant” shall mean any employee of a Participating Employer who is the Chief Executive Officer of Parent, an Executive Vice President of Parent, or an officer of Parent for purposes of Section 16 of the Exchange Act, or any such other employee of a Participating Employer who is designated by the Plan Administrator as a “Participant.”

1.18	“Participating Employer” shall mean the Company and any Subsidiary designated by the Plan Administrator as a Participating Employer, in each case, that employs a Participant on the Termination Date.

1.19	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof; provided, however, that “Person” shall not include (a) Parent or any Affiliate or (b) any

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1.20	“Plan” shall mean the Brighthouse Services, LLC Change of Control Severance Pay Plan, as set forth in this document and as may be amended from time to time in accordance with Section 4.2.

1.21	“Plan Administrator” shall mean the plan administrator of the Brighthouse Services, LLC Severance Plan or any successor severance plan sponsored by Brighthouse Services, LLC.

1.22	“Potential Change of Control” shall mean the occurrence of any of the following events after the Effective Date:

(a)	a Person commences a tender offer (with adequate financing) for securities representing at least 10% of the Voting Power of Parent;

(b)	Parent enters into an agreement the consummation of which would constitute a Change of Control;

(c)	at a time at which Parent is subject to the proxy disclosure rules of Section 14 of the Exchange Act, proxies for the election of one or more directors of Parent are solicited by anyone other than Parent; or

(d)	any other event occurs which is determined by the Board to be a Potential Change of Control.

1.23

“Qualified Termination” shall mean with respect to a Participant, the termination of such Participant’s employment with a Participating Employer (a) by the Participating Employer without Cause upon or within two years following the occurrence of a Change of Control, (b) by such Participant for Good Reason upon or within two years following a Change of Control or (c) by the Participating Employer without Cause following the occurrence of a Potential Change of Control and within six months prior to the occurrence of a Change of Control.

1.24	“Separation Agreement, Waiver and General Release” means a written document that includes a release of rights and claims from a Participant in the form attached hereto as Annex A, as the same may be amended or modified from time to time by the Plan Administrator.

1.25	“Severance Benefits” shall mean the benefits described in Article 3.

1.26	“Severance Multiple” shall mean two (2).

1.27	“Subsidiary” shall mean any corporation or other entity in which Parent or the Company, as applicable, has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then-outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or managing partners.

1.28	“Termination Date” shall mean for each Participant, the official last date at work established by the applicable Participating Employer.

1.29	“Voting Power” shall mean such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company.

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1.30	“Voting Securities” shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company.

2.1	Eligibility to Participate. Each Participant is eligible to receive the benefits described in Article 3 upon a Qualified Termination, subject to the terms and conditions of the Plan.

2.2

Termination of Participation. An individual’s participation in the Plan will cease when he or she ceases to be a Participant by reason of no longer satisfying the definition of a Participant, upon a termination of employment that does not constitute a Qualified Termination or if he or she incurs a Qualified Termination and he or she has received all benefits due under the Plan as a result of such Qualified Termination.

3.1	Entitlement to Benefits.

(a)	General. Benefits are payable under this Plan to each Participant who incurs a Qualified Termination and satisfies the requirements of this Article 3. No benefits shall be payable under the Plan upon any termination of employment that is not a Qualified Termination.

(b)

Separation Agreement, Waiver and General Release. A Participant who otherwise satisfies the requirements of this Article 3 will be eligible for Severance Benefits described in Section 3.2 only if he or she executes and returns to the Participating Employer, as applicable, a Separation Agreement, Waiver and General Release within such time period as the Participating Employer, as applicable, may require, and such Separation Agreement, Waiver and General Release is not revoked and becomes effective. Notwithstanding the foregoing, payment of the Accrued Obligations (as defined in Section 3.2) shall not be subject to the Participant signing and not revoking a Separation Agreement, Waiver and General Release.

(c)

No Severance Benefits. Unless the Participating Employer determines otherwise, a Participant who is entitled to benefits due to a termination occurring after a Potential Change of Control but prior to the occurrence of a Change of Control will not be entitled to any benefits under this Plan if he or she fails to continue in active employment with the Participating Employer and to satisfactorily perform all duties of his or her position until the Termination Date established for such Participant by the Participating Employer.

3.2	Severance Benefits. Subject to Section 3.1(b) and the other terms and conditions set forth herein, each Participant who has a Qualified Termination will be eligible for the following Severance Benefits:

(a)

a lump sum cash payment equal to the product of (i) the Participant’s Severance Multiple and (ii) the Participant’s Annual Compensation, to be paid within 60 days following the first date on which the Separation Agreement, Waiver and General Release is no longer revocable; provided, that, if the period during which the Separation Agreement, Waiver and General Release could become effective begins in one calendar year and ends in another calendar year, the Severance Benefits shall be paid in the second such calendar year. Notwithstanding the foregoing, with respect to a Participant whose employment is

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(b)	an annual bonus for the year in which the Qualified Termination occurs equal to the Participant’s target annual bonus, prorated based on the number of days the Participant was actively employed with the Participating Employer during the year to which the bonus relates, which bonus shall be paid at the same time as the lump sum cash payment described in Section 3.2(a);

(c)	if the Qualified Termination occurs prior to the payment of the annual bonus in respect of the year immediately preceding the year in which the Qualified Termination occurs, an annual bonus for such preceding year in accordance with the terms and conditions of, and not later than the date of payment specified under, the applicable bonus plan;

(d)

a lump sum cash payment equal to the amount that the Participant would be required to pay for COBRA continuation coverage for twenty-four (24) months after the Termination Date for the Participant and the Participant’s eligible dependents under the Participating Employer’s medical benefit plan in which the Participant and such dependents were participating as of the Termination Date, to be paid within 60 days following the first date on which the Separation Agreement, Waiver and General Release is no longer revocable; provided, that, if the period during which the Separation Agreement, Waiver and General Release could become effective begins in one calendar year and ends in another calendar year, the amount shall be paid in the second such calendar year;

(e)	any equity awards shall be treated upon such Qualified Termination as set forth in the applicable plan document, award agreement and other governing documents;

(f)	twelve (12) months of executive outplacement services provided by a third-party vendor selected by the Participating Employer, which services shall commence within 90 days following the Termination Date; and

(g)	the Participant’s full base salary through the Termination Date, and any vested amounts or benefits owing to the Participant under any otherwise applicable employee benefit plans and programs, both qualified and nonqualified, and not yet paid and any accrued vacation pay not yet paid by the Participating Employer (the “Accrued Obligations”).

3.3	Termination of Severance Benefits. If a former Participant of the Participating Employer breaches any of the Covenants (as defined in Article 6 below), he or she shall forfeit any unpaid Severance Benefits and shall be required to repay to the Participating Employer, as applicable, any paid or provided Severance Benefits, as described in Article 6.

3.4	Withholding and Deductions. The Participating Employer, as applicable, will make deductions from each payment of Severance Benefits for income and employment taxes, as required by applicable law.

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3.5

No Duplication. If the Plan Administrator determines, in its sole discretion, that all or a portion of the benefit payable or previously paid to a Participant under any other plan, program, employment contract or other agreement with the Company or any Affiliate (other than payments made under any such plan that is intended to be tax exempt under Code Section 401(a)) is intended to provide severance, salary continuation or other benefits duplicative of the benefits provided under this Plan, including but not limited to any benefits payable or previously paid under the Brighthouse Services, LLC Executive Severance Pay Plan, the Plan Administrator shall have the right to reduce the benefit otherwise payable under this Plan to the extent deemed necessary to eliminate any unintended duplication of benefits.

3.6

Offset of Legally Required Payments. Regardless of the amount of a Participant’s Severance Benefits under the Plan, such benefits will be reduced by any payments required to be paid by the Participating Employer, as applicable, to the Participant solely by reason of the Participant’s termination of employment under any federal or state law, including without limitation the Worker Adjustment Retraining Notification Act of 1988, as amended (except unemployment benefits payable in accordance with state law and payment for accrued but unused vacation).

3.7

Effect of Federal Excise Tax. If the Participating Employer, as applicable, determines that any Severance Benefit would subject the Participant to an obligation to pay an excise tax imposed by Section 4999 of the Code (or any similar tax that may be imposed) or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), certain adjustments shall be made to the Severance Benefits as follows:

(a)

Cut Back to Maximize Retained After Tax Amounts. In the event the Participating Employer, as applicable, determines that any Severance Benefits would, in whole or part when aggregated with any other right, payment or benefit to or for the Participant (such Participant, the “Affected Employee”) under all other agreements, arrangements or plans of the Participating Employer, as applicable, cause any Severance Benefit or any other payments or benefits to be subject to the Excise Tax, then the Severance Benefits and all such rights, payments and benefits shall either be (i)  paid in full or (ii)  reduced (or appropriately adjusted) to an amount that is one dollar less than the smallest amount that would give rise to the Excise Tax (the “Reduced Amount”), but only if the net after-tax amount resulting from such Reduced Amount would be greater than the net after-tax proceeds (in each case, taking into account the Excise Tax) of the unreduced Severance Benefits and all such other rights, payments and benefits.

(b)

Implementation Rules. If the Severance Benefits must be reduced as provided in Section 3.7(a), any reduction in payments and/or benefits required by this provision will be made in accordance with Code Section 409A and the following: (i) first, to the lump sum cash payment made pursuant to Section 3.2(a), (ii) second, to any other Severance Benefits which do not constitute nonqualified deferred compensation subject to Section 409A of the Code, and (iii) third, to any other Severance Benefits or payments or benefits under all other agreements, arrangements or plans of the Participating Employer payable in connection with a Change of Control, with cash payments reduced before non-cash payments, and payments made on a later payment date reduced before payments on an earlier payment date. The Participant shall be advised of the determination regarding reduction and the reasons therefore, and the Participant and his or her advisors will be entitled to present information that may be relevant to this determination.

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(c)	For purposes of determining whether any of the Severance Benefits will be subject to the Excise Tax and the amount of such Excise Tax:

(i)

All Severance Benefits payable in connection with the Change of Control shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the written opinion of independent compensation consultants, counsel or auditors of nationally recognized standing (“Independent Advisors”) selected by the Participating Employer, as applicable, the Severance Benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code or are otherwise not subject to the Excise Tax; and

(ii)	The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(d)

For purposes of determining the amount of the reduction in Severance Benefits pursuant to Section 3.7(a), the Affected Employee shall be deemed (i) to pay federal income taxes at the applicable rates of federal income taxation for the calendar year in which the compensation would be payable; and (ii) to pay any applicable state and local income taxes at the applicable rates of taxation for the calendar year in which the compensation would be payable, taking into account any effect on federal income taxes from payment of state and local income taxes.

4.1

Administration. The Plan Administrator or its delegate has the exclusive responsibility and complete discretionary authority to control the operation, management and administration of this Plan, with all powers necessary to enable it properly to carry out those responsibilities, including but not limited to, the power to construe this Plan, to determine eligibility for benefits, to settle disputed claims and to resolve all administrative, interpretive, operational, equitable and other questions that arise under this Plan. The decisions of the Plan Administrator on all matters will be final and binding on all interested parties. To the extent a discretionary power or responsibility under this Plan is expressly assigned to a person or persons by the Plan Administrator, that person or persons will have complete discretionary authority to carry out that power or responsibility and that person’s decisions on all matters within the scope of that person’s (or those persons’) authority will be final and binding on all interested parties. Notwithstanding anything contained herein to the contrary, including the claims procedures set forth in Section 7.12, following a Change of Control, any question as to the rights and entitlements of a Participant hereunder shall be subject to de novo review by a court of competent jurisdiction on the same basis as though the terms of the Plan were a bilateral contract between the affected Participant and the Participating Employer.

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4.2

Amendment and Termination of the Plan. The Plan may be terminated by the Committee or amended by the Committee or the Plan Administrator at any time; provided, however, that (a) any material amendment of the Plan shall be made only by the Committee, (b) no termination or amendment of the Plan may reduce the Severance Benefits payable under the Plan to a Participant if the Participant’s Qualified Termination with the Participating Employer, as applicable, has occurred prior to such termination of the Plan or amendment of its provisions and (c) the Plan may not be terminated and may not be amended after the occurrence of a Potential Change of Control (unless the Board shall have conclusively determined in good faith that the events that gave rise to the occurrence of the Potential Change of Control will not result in the occurrence of a Change of Control) or within the two years following a Change of Control without the consent of each affected Participant if such amendment would be adverse to the interests of any Participant.

5.1	Unfunded Obligation. The obligations of a Participating Employer to provide any benefits under this Plan shall be unfunded and unsecured. All Severance Benefits shall be paid solely from the general assets of the Participating Employer.

6.1

Participant Covenants. In consideration of receiving any of the Severance Benefits, each Participant shall be subject to and abide by (i) the restrictive covenants and other provisions set forth in the Agreement to Protect Corporate Property (the “ATPCP”) by and between the Participant and the Company and (ii) to the extent not already included in the ATPCP, the non-interference covenant set forth in Section 6.2 below (together, the “Covenants”), which Covenants shall be incorporated by reference into the Separation Agreement, Waiver and General Release.

6.2

Non-Interference. During the Participant’s employment and for eighteen (18) months following the Participant’s Termination Date, the Participant shall not, directly or indirectly contact or solicit business from, in a manner competitive with or adverse to the interests of Parent, the Company or its Affiliates, any customer or potential customer of Parent, the Company or its Affiliates with whom the Participant had contact, to whom the Participant provided services, or about whom the Participant received confidential information during the last twelve (12) months of Participant’s employment. The Participant also shall not assist or facilitate any other individual or entity in soliciting business from such customers or potential customers or seek to have any such customer or potential customer reduce, lapse, or terminate any financial products or services issued by or obtained from or through Parent, the Company or its Affiliates, during the same eighteen (18)-month period. This restriction is tied to particular customers or potential customers as set forth above and is limited in that manner instead of by reference to a broader geographic territory.

6.3

Effect of Covenants. The Participant acknowledges that the Covenants are a material inducement for the Participating Employer to grant the Severance Benefits granted under the Plan. By accepting any of the Severance Benefits, the Participant further acknowledges that a violation of any term of the Covenants will cause the Participating Employer irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees that, if the Participant breaches any of the Covenants:

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(a)	the Severance Benefits for which the Participant was eligible prior to such breach but which the Participant had not yet received shall be immediately forfeited;

(b)	the Participant will repay to the Participating Employer within 90 days of such breach the value of any Severance Benefits received by the Participant; and

(c)	the Participating Employer will be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining the Participant from committing any violation of the Covenants.

6.4

Remedies; Enforceability. The remedies in this Article 6 are cumulative and are in addition to any other rights and remedies the Participating Employer may have at law or in equity as a court or arbitrator may reasonably determine. If any of the Covenants is determined by a court of competent jurisdiction not to be enforceable in the manner set forth above, the parties agree that they intend the provision to be enforceable to the maximum extent possible under applicable law, and that the court should reform the provision to make it enforceable in accordance with the intent of the parties.

7.1

Governing Law; Venue. Except to the extent that it may be preempted by ERISA, this Plan shall be governed by the law of the State of North Carolina, other than the provisions thereof relating to conflict of laws. Any action or proceeding to enforce the provisions of the Plan will be brought only in a state or federal court located in Charlotte, North Carolina, and each party consents to the venue and jurisdiction of such court. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

7.2	Severability. If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan, and this Plan shall be construed and enforced as if said illegal and invalid provision had never been included herein.

7.3

409A Compliance. Notwithstanding anything herein to the contrary, if this Plan is determined to be subject to Code Section 409A, then this Plan shall be administered such that it complies, at all times, with the requirements of Code Section 409A. The Plan Administrator has the sole discretion to interpret the terms of the Plan and to administer the Plan in such a manner that Code Section 409A is satisfied with respect to any Severance Benefits payable hereunder to the extent it is determined that Code Section 409A applies to the Plan. If the Participating Employer, as applicable, (or, if applicable, the successor entity thereto) determines that all or a portion of the Severance Benefits constitute “deferred compensation” under Section 409A and that the Participant is a “specified employee” of the Participating Employer or any successor entity thereto, as applicable, as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the applicable payments shall be delayed until the first payroll date following the six-month anniversary of the Participant’s “separation from service” (as defined under Section 409A) and the Participating Employer, as applicable, (or the successor entity thereto, as applicable) shall (a) pay to the Participant a lump sum amount equal to the sum of the payments that the Participant would otherwise have received during such six-month period had no such delay been imposed and (b) commence paying the balance of the payments in accordance with the applicable payment schedule set forth in the Plan. For purposes of Section 409A, each

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7.4

Construction. Headings and subheadings have been added only for convenience of reference and shall have no substantive effect whatsoever. All references to articles and sections shall be to articles and sections of this Plan unless otherwise stated. The masculine pronoun includes the feminine. All references to the singular shall include the plural and all references to the plural shall include the singular.

7.5	Nonalienation. No benefit or payment under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, levy upon or charge the same shall be void.

7.6	No Employment Rights. Coverage under the Plan will not give any individual the right to be retained in the Company’s or a Subsidiary’s employment, or upon termination any right or interest in the Plan except as provided in the Plan.

7.7	No Enlargement of Rights. No person will have any right to or interest in any benefit except as specifically provided in the Plan. The legal status of each Participant or beneficiary who has a claim to Severance Benefits will be that of a general unsecured creditor of the applicable Participating Employer.

7.8	Impact on Other Benefits. Amounts paid under the Plan shall not be included in a Participant’s compensation for purposes of calculating benefits under any other plan, program or arrangement sponsored by the Participating Employer, unless such plan, program or arrangement expressly provides that amounts paid under the Plan shall be included.

7.9

No Duty to Mitigate. No Participant shall be required to mitigate, by seeking employment or otherwise, the amount of any Severance Benefits that the Participating Employer becomes obligated to provide under the Plan, and amounts or other benefits to be paid or provided to a Participant pursuant to the Plan shall not be reduced by reason of the Participant’s obtaining other employment or receiving similar payments or benefits from another employer.

7.10	Recoupment. All Severance Benefits payable hereunder prior to the occurrence of a Change of Control shall be subject to the terms of the Brighthouse Financial Inc. Compensation Recoupment Policy (as it may be amended from time to time) to the extent applicable.

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7.11

Successors. All obligations of the Participating Employer under the Plan shall be binding upon and inure to the benefit of any successor to the Participating Employer, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, demutualization or otherwise. All payments and benefits that become due to a Participant under the Plan will inure to the benefit of his or her heirs, assigns, designees or legal representatives.

7.12	Claims Procedures.

(a)	Initial Claims. A Participant who believes he or she is entitled to a payment under the Plan that has not been received may submit a written claim for benefits to the Plan within 60 days after the Participant’s Qualified Termination. Claims should be addressed and sent to:

(i)	the specific reason or reasons for the denial of the Participant’s claim;

(ii)	references to the specific Plan provisions on which the denial of the Participant’s claim was based;

(iii)	a description of any additional information or material required by the Plan Administrator to reconsider the Participant’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and

(iv)	a description of the Plan’s review procedures and time limits applicable to such procedures, including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.

(b)	Appeal of Denied Claims. If the Participant’s claim is denied and he or she wishes to submit a request for a review of the denied claim, the Participant or his or her authorized representative must follow the procedures described below:

(i)	Upon receipt of the denied claim, the Participant (or his or her authorized representative) may file a request for review of the claim in writing with the Plan Administrator. This request for review must be filed no later than 60 days after the Participant has received written notification of the denial.

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(ii)	The Participant has the right to submit in writing to the Plan Administrator any comments, documents, records or other information relating to his or her claim for benefits.

(iii)	The Participant has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his or her claim for benefits.

(iv)	The review of the denied claim will take into account all comments, documents, records and other information that the Participant submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.

(c)

Plan Administrator’s Response to Appeal. The Plan Administrator will provide the Participant with written notice of its decision within 60 days after the Plan Administrator’s receipt of the Participant’s written claim for review. There may be special circumstances which require an extension of this 60-day period. In any such case, the Plan Administrator will notify the Participant in writing within the 60-day period and the final decision will be made no later than 120 days after the Plan Administrator’s receipt of the Participant’s written claim for review. The Plan Administrator’s decision on the Participant’s claim for review will be communicated to the Participant in writing and will clearly state:

(i)	the specific reason or reasons for the denial of the Participant’s claim;

(ii)	reference to the specific Plan provisions on which the denial of the Participant’s claim is based;

(iii)	a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records, and other information relevant to his or her claim for benefits; and

(iv)	a statement describing the Participant’s right to bring an action under Section 502(a) of ERISA.

(d)	Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

(i)	no claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and

(ii)	in any such legal action, all explicit and implicit determinations by the Plan Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

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(a)

Neither this Section nor any other provision of this Agreement prohibit or restrict Participant or his/her attorney from providing information or testimony to, otherwise assisting or participating in an investigation or proceeding with or brought by, or filing a charge or complaint: (i) with any government agency, law enforcement organization, legislative body, regulatory organization, or self-regulatory organization (“SRO”), including, but not limited to, the SEC, Financial Industry Regulatory Authority (“FINRA”), Commodity Futures Trading Commission (“CFTC”), Department of Justice (“DOJ”), Internal Revenue Service (“IRS”), Department of Labor (“DOL”), National Labor Relations Board (“NLRB”), and Equal Employment Opportunity Commission (“EEOC”), (ii) as required by court order or subpoena, (iii) as may be necessary for the prosecution of claims relating to the performance or enforcement of this Agreement, or (iv) from providing any other disclosure required by law.

(b)	Participant is not prohibited from disclosing this Agreement to his/her spouse, civil union or domestic partner, attorney, accountant, or tax or financial advisor, provided that such individuals are advised that they may not disclose this Agreement and have agreed to be bound by the same restrictions against disclosure that apply to him/her.

(c)	Participant is not prohibited from providing a prospective employer with information concerning his/her former job title, salary, job responsibilities, and qualifications.

(d)

Participant is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that he/she will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

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•	Employer Code: 105436

•	User ID: SSN,

•	Default PIN: Last 4 of SSN + four-digit year of birth

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