Exhibit 10.29


 


IMCLONE SYSTEMS INCORPORATED

SENIOR EXECUTIVE SEVERANCE PLAN


 


 


Effective October 20, 2004


 





















 


SECOND DRAFT 12/1/04


 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  -

  	
  INTRODUCTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  -

  	
  DEFINITIONS AND INTERPRETATIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  -

  	
  ELIGIBILITY TO PARTICIPATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  -

  	
  BENEFITS PAYABLE FROM THE PLAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  -

  	
  HOW AND WHEN SEVERANCE WILL BE PAID

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  -

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  -

  	
  WHAT
  ELSE A PARTICIPANT NEEDS TO KNOW ABOUT THE PLAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Claim
  Procedure

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Plan Interpretation and Benefit
  Determination

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Your Rights Under ERISA

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Plan
  Document

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Other Important Facts

  	
   

  



 





















 


IMCLONE SYSTEMS INCORPORATED


SENIOR EXECUTIVE SEVERANCE PLAN


 


ARTICLE I - INTRODUCTION


 


ImClone Systems Incorporated (the “Company”) hereby establishes the ImClone
Systems Incorporated Senior Executive Severance Pay Plan (the “Plan”),
effective as of October 20, 2004, to
provide severance benefits to certain senior executives of the Company who
suffer a loss of employment under the terms and conditions set forth in the
Plan.  The Plan replaces and supersedes
any and all severance plans, policies and/or practices of the Company in effect
for covered employees prior to October 20, 2004.  The Plan is intended to fall within the
definition of an “employee welfare benefit plan” under Section 3(1) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  No employee or representative of the Company
or its affiliates is authorized to modify, add to or subtract from the terms
and conditions in the Plan, except in accordance with the amendment and
termination procedures described herein.


 


ARTICLE II - DEFINITIONS AND
INTERPRETATIONS


 


The following definitions and interpretations of important terms apply
to the Plan.


 


1.                                       Agreement
and Release.  An Agreement and
General Release in a form acceptable to the Plan Administrator, in its sole and
absolute discretion, under which, among other things, the Employee (i) agrees
to certain confidentiality and non-solicitation provisions for a period of one
year following his or her Termination Date (as defined below); (ii) agrees
to certain non-competition provisions for the duration of the Employee’s
receipt of severance pay; and (iii) releases and discharges the Company
and related entities (as well as any third party for whom the employee provides
services on the Company’s behalf) from any and all claims and liabilities
relating to the Employee’s employment with the Company and/or the termination
of the Employee’s employment, including without limitation, claims under the
Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act,
the Family and Medical Leave Act, the Age Discrimination in Employment Act, the
Sarbanes Oxley Act and, where applicable, the Older Workers Benefit Protection
Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious
Employee Protection Act (Whistleblowing Law) and the New York State and City
Human Rights Laws (and similar laws of any other state or locality).


 


2.                                       Company.  ImClone Systems Incorporated.


 





















 


3.                                       Effective
Date.  October 20, 2004.


 


4.                                       Employee.  Any active, regular, full-time, U.S.-based,
salaried employee of the Company in a position at the level of Vice President
or above.  Notwithstanding the preceding
sentence, “Employee” does not include any employee who is a party to a formal,
written employment agreement with the Company that provides for severance or
other payments in the event of the individual’s termination of employment or
other separation from service with the Company (regardless of the
circumstances).  “Employee” also does not
include any individual (i) designated by the Company as an independent
contractor and not as an employee at the time of any determination under the
Plan, (ii) being paid by or through a third party agency, (iii) designated
by the Company as a freelance worker and not as an employee at the time of any
determination under the Plan, (iv) designated by the Company as a
seasonal, occasional, limited duration, leased or temporary employee, during
the period the individual is so paid or designated.  Any such individual shall not be an Employee
even if he or she is later retroactively reclassified as a common-law or other
type of employee of the Company during all or any part of such period pursuant
to applicable law or otherwise.  Employee
also does not include any employee who is notified in writing by the Company
that the Compensation Committee has determined will not be (or, in the case of
someone who was an Employee prior to the time of the determination, will not
remain) designated as eligible to participate in the Plan.


 


5.                                       Good
Reason.  Any one of the following circumstances:


 


(i)                                     the
performance by the Employee of his or her employment duties in a manner deemed
by the Company to be unsatisfactory in any way; provided that the Employee had
previously received a written warning identifying the problem and outlining a
course of corrective action, has been given a reasonable opportunity to correct
his or her performance, and has failed or refused to do so;


 


(ii)                                  the
performance by the Employee of his or her employment duties in a manner deemed
by the Employer to be grossly incompetent or grossly negligent or other
termination for cause;


 


(iii)                               any
other willful misconduct or gross negligence resulting, in either case, in harm
to the Company or a subsidiary;


 


(iv)                              indictment
involving a felony or misdemeanor involving moral turpitude or the commission
of a criminal act by the Employee, whether or not performed in the workplace,
which subjects, or if generally known, would subject, the Company to public
ridicule or embarrassment.


 


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(v)                                 failure
to carry out directions of the Board of Directors or the Employee’s immediate
supervisor;


 


(vi)                              fraud,
embezzlement, theft or dishonesty against the Company or a subsidiary resulting
in harm to the Company or a subsidiary;


 


(vii)                           material
violation of Company policies, rules or procedures resulting in harm to
the Company or a subsidiary;


 


(viii)                        violent
acts, threats of violence or unauthorized possession of alcohol or controlled
substances on Company property; or


 


(ix) acts intended to result in personal gain at the expense of
the Company or through the improper disclosure of proprietary information or
trade secrets.


 


The determination of whether a discharge or other separation from
employment is for Good Reason shall be made by the Plan Administrator, in its
sole and absolute discretion, and such determination shall be conclusive and
binding on the affected Employee.


 


6.                                       Participant.  An Employee who meets the requirements for
eligibility under the Plan, as set forth in Article III of the Plan.  An individual shall cease being a Participant
once all Plan benefits due to such individual under the Plan have been paid
(or, if earlier, upon the death of the Participant) and no person shall have
any further rights under this Plan with respect to such former Participant.


 


7.                                       Plan
Administrator.  The Company.  The Company may designate a person or
committee to perform day to day administrative duties for the Plan.


 


8.                                       Termination
Date.  The date designated by the Chief
Executive Officer of the Company for each Participant on which such Participant
will experience a Termination of Employment with the Company.  Notwithstanding the foregoing, with respect
to any Participant, the Chief Executive Officer reserves the right, in his or
her sole and absolute discretion, to change a previously designated Termination
Date.


 


9.                                       Termination
of Employment.


 


(i)                                     The
termination by the Company of an Employee’s employment relationship with the
Company as the result of a job elimination, job discontinuation, office
closing, staff reduction, organizational restructuring, or unsatisfactory performance
that does not constitute Good Reason.


 


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(iii)                               a
Termination of Employment does not include a discharge or other separation of
employment under any of the following circumstances:


 


a.                                       for
Good Reason;


 


b.                                      an
Employee’s retirement, voluntary resignation or job abandonment (including the
termination of employment of an Employee for excessive absenteeism); or


 


c.                                       the
Employee’s death or disability.


 


An Employee’s Termination of Employment shall occur on the Termination
Date.  The
determination as to whether a discharge or other separation from service is for
Good Reason or is otherwise described in this Section 9 will be made by
the Plan Administrator, in its sole and absolute discretion, and such determination
shall be final and binding on all affected Employees.  If an Employee is terminated from employment
and it is subsequently determined that either before or after the termination,
Good Reason existed or exists, the Employee’s separation of employment will be
deemed to have been for Good Reason.


 


10.                                 Base
Pay.  The Employee’s annual base
salary at the time of his or her Termination of Employment, excluding bonuses,
overtime pay, premium or differential pay, commissions, non-cash compensation,
incentive or deferred compensation or any other additional compensation.  However,
Base Pay will include salary reduction contributions made on an Employee’s
behalf to any plan of the Company under Section 125, 132(f) or 401(k)
of the Internal Revenue Code of 1986, as amended.


 


11.                                 Years
of Service.  The number of
consecutive full twelve (12) month periods since the Employee’s last date of
hire by the Company in which the Employee is paid by the Company for the
performance of services as an employee of the Company.  Years of Service shall be measured in full
years and no credit shall be provided for fractions of a Year of Service.


 


ARTICLE III - ELIGIBILITY TO PARTICIPATE


 


An Employee becomes a Participant in the Plan and shall be entitled to
severance benefits only if he or she:


 


(i)                                     Is
notified of his/her Termination of Employment, to be effective as of his or her
Termination Date;


 


(ii)                                  Remains
in the continuous employ of the Company until his or her Termination Date, does
not voluntarily terminate employment, and is not


 


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involuntarily terminated by the Company for Good Reason (as defined
above);


 


(iii)                               Experiences
a Termination of Employment; and


 


(iv)                              Timely
returns and does not revoke (if applicable) a signed, dated and notarized
original Agreement and Release.


 


An Employee shall become a Participant and payment of benefits under
the Plan will be made only after the Agreement and Release has been signed and
the time for the Employee to revoke the agreement and general release (as set
forth in the Agreement and Release), if any, has expired (the “Release
Effective Date”).  Participation in this
Plan does not affect an Employee’s right to any bonus, incentive pay, stock
options or pension benefit to which he or she would otherwise be entitled under
the terms of the respective plans governing those programs on account of
service with the Company prior to the Termination of Employment.


 


ARTICLE IV – BENEFITS PAYABLE FROM THE
PLAN


 


1.                                       Severance
Pay


 


Participants shall be entitled to receive severance pay based on their
position as follows:


 


Vice Presidents:   Participants at the level of Vice President
shall receive the greater of (a) six (6) months of Base Pay or (b) two
(2) weeks of Base Pay for every Year of Service, with a maximum total
severance pay of one year of Base Pay.


 


Senior Vice Presidents and Executive Vice
President:  
Participants at the level of Senior Vice President or Executive Vice
President shall receive one year of Base Pay.


 


2.                                       Continued
Health Benefits


 


A Participant (and his or her eligible dependents) may be entitled to
elect to continue medical, hospitalization and dental coverage under the
Company’s group medical, hospitalization and dental benefit plans on a self-pay
basis in accordance with the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA”).  If a
Participant is entitled to benefits under the Plan and timely elects COBRA
coverage for himself or herself and/or his or her eligible dependents, the
Company will waive the premiums for such COBRA coverage for a specified period
of months as detailed below (or, if earlier, until the individual is no longer
eligible for COBRA coverage).  All other
provisions of a Participant’s (and his or her covered eligible dependents’) COBRA
coverage 


 


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(including, without limitation, any applicable co-payments, deductibles
and other out-of-pocket expenses) will be in accordance with the applicable
plan in effect for similarly situated active employees of the Company or an
affiliate, as applicable.


 


The period of months in which premiums shall be waived is six (6) months
following the Termination Date for Vice Presidents and twelve (12) months following
the Termination Date for Senior Vice Presidents and Executive Vice Presidents.  However, the Company’s obligation to continue
to waive premiums will end when a Participant is eligible for such coverage
offered by another employer.


 


3.                                       Continued
Life Insurance Benefits


 


The non-voluntary life insurance coverage of a Participant provided by
the Company in effect on the date of a Participant’s Termination of Employment
will be continued, with the premiums for such coverage paid by the Company, in
accordance with the life insurance plan for a period of six (6) months following
the Termination Date for Vice Presidents and twelve (12) months following the
Termination Date for Senior Vice Presidents and Executive Vice Presidents,
except that the Company-paid coverage will end immediately when the Participant
becomes eligible for coverage under the life insurance plan or policy of
another employer.


 


All provisions of the Participant’s life insurance coverage will be in
accordance with the life insurance plan in effect for similarly situated active
employees of the Company.


 


*                    *                    *


 


If an Employee is eligible to receive any benefits paid under the Plan,
such Employee shall not be entitled to receive any other severance, separation,
notice or termination payments on account of his or her employment with the Company
under any other plan, policy, program or agreement (other than the exercise of
stock options pursuant to the terms of the applicable stock option plan).  If, for any reason, an Employee becomes
entitled to or receives any other severance, separation, notice or termination
payments on account of his or her employment or termination of employment with the
Company, including, for example, any payments required to be paid to the
Participant under any Federal, State or local law (including, without
limitation, the Worker Adjustment and Retraining Notification Act) or pursuant
to any agreement (except unemployment benefits payable in accordance with state
law and payment for accrued but unused vacation), his or her severance under the Plan will be reduced by the
amount of such other payments paid or payable. 
An Employee must notify the Plan


 


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Administrator if he or she receives or is claiming to be entitled to
receive any such payment(s).


 


Severance pay is subject to Federal and State income and Social
Security tax withholdings and any other withholdings mandated by law.


 


ARTICLE V - HOW AND WHEN SEVERANCE WILL
BE PAID


 


Severance pay will commence as soon as practicable following the
Participant’s Release Effective Date.


 


                                                For Vice Presidents, severance will be paid
50% in approximately equal monthly installments over a period of three (3) months,
with the remaining 50% paid in a lump sum at the end of the three-month period.


 


For Senior Vice Presidents and
Executive Vice Presidents, severance will be paid 50% in
approximately equal monthly installments over a period of six (6) months,
with the remaining 50% paid in a lump sum at the end of the six-month period.


 


An individual who is receiving severance pay in periodic installments
under the Plan shall not be considered an Employee.


 


In the event that a Participant dies before receiving all of the
payments due to the Participant under the Plan, any remaining amounts will be
paid to the appointed administrator, executor or personal representative of the
Participant’s estate.


 


Notwithstanding
anything in this Article V, to the extent required by Section 409A of
the Internal Revenue Code of 1986 (and the regulations promulgated pursuant
thereto), the distribution made to certain Participants who are “key employees”
(which includes, among others, certain officers with at least $130,000 in
compensation, indexed by the IRS in years after 2004 for the cost of living)
may not commence before the date which is six (6) months after the
Participant’s Termination Date.


 


ARTICLE VI - MISCELLANEOUS PROVISIONS


 


1.                                       Amendment
and Termination.  The Company
reserves the right, in its sole and absolute discretion, to terminate, amend or
modify the Plan, in whole or in part, at any time and for any reason by action
of the Compensation and Stock Option Committee of its Board of Directors.  If the Plan is terminated, amended or
modified, an Employee’s right to participate in, or to receive benefits under,
the Plan may be changed.


 


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2.                                       No
Additional Rights Created.  Neither
the establishment of this Plan, nor any modification thereof, nor the payment
of any benefits hereunder, shall be construed as giving to any Participant,
Employee or other person any legal or equitable right against the Company or
any officer, director or employee thereof; and in no event shall the terms and
conditions of employment by the Company of any Employee be modified or in any
way affected by this Plan.


 


3.                                       Records.  The records of the Company with respect to
Years of Service, employment history, base salary, absences, and all other
relevant matters shall be conclusive for all purposes of this Plan.


 


4.                                       Construction.  The respective terms and provisions of the
Plan shall be construed, whenever possible, to be in conformity with the
requirements of ERISA, or any subsequent laws or amendments thereto.  To the extent not in conflict with the
preceding sentence or another provision in the Plan, the construction and
administration of the Plan shall be in accordance with the laws of the State of
New York applicable to contracts made and to be performed within the State of
New York (without reference to its conflicts of law provisions).


 


5.                                       Severability.  Should any provisions of the Plan be deemed
or held to be unlawful or invalid for any reason, such fact shall not adversely
affect the other provisions of the Plan unless such determination shall render
impossible or impracticable the functioning of the Plan, and in such case, an
appropriate provision or provisions shall be adopted so that the Plan may
continue to function properly.


 


6.                                       Incompetency.  In the event that the Plan Administrator
finds that a Participant is unable to care for his or her affairs because of
illness or accident, then benefits payable hereunder, unless claim has been
made therefor by a duly appointed guardian, committee, or other legal
representative, may be paid in such manner as the Plan Administrator shall determine,
and the application thereof shall be a complete discharge of all liability for
any payments or benefits to which such Participant was or would have been
otherwise entitled under this Plan.


 


7.                                       Payments
to a Minor.  Any payments to a minor
from this Plan may be paid by the Plan Administrator in its sole and absolute
discretion (a) directly to such minor; (b) to the legal or natural
guardian of such minor; or (c) to any other person, whether or not
appointed guardian of the minor, who shall have the care and custody of such
minor.  The receipt by such individual
shall be a complete discharge of all liability under the Plan therefor.


 


8.                                       Plan
Not a Contract of Employment. 
Nothing contained in this Plan shall be held or construed to create any
liability upon the Company to retain any


 


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Employee in its service.  All
Employees shall remain subject to discharge or discipline to the same extent as
if the Plan had not been put into effect.


 


9.                                       Financing.  The benefits payable under this Plan shall be
paid out of the general assets of the Company. 
No Participant or any other person shall have any interest whatsoever in
any specific asset of the Company.  To
the extent that any person acquires a right to receive payments under this
Plan, such right shall not be secured by any assets of the Company.


 


10.                                 Nontransferability.  In no event shall the Company make any
payment under this Plan to any assignee or creditor of a Participant, except as
otherwise required by law.  Prior to the
time of a payment hereunder, a Participant shall have no rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
this Plan, nor shall rights be assigned or transferred by operation of law.


 


ARTICLE VII - WHAT ELSE A PARTICIPANT
NEEDS

TO KNOW ABOUT THE PLAN


 


1.                                       Claim Procedure.  An Employee may file a written claim with the
Plan Administrator with respect to his or her rights to receive a benefit from
the Plan.  The Employee will be informed
of the decision of the Plan Administrator with respect to the claim within ninety
(90) days after it is filed.  Under
special circumstances, the Plan Administrator may require an additional period
of not more than ninety (90) days to review a claim.  If that happens, the Employee will receive a
written notice of that fact, which will also indicate the special circumstances
requiring the extension of time and the date by which the Plan Administrator
expects to make a determination with respect to the claim.  If the extension is required due to the
Employee’s failure to submit information necessary to decide the claim, the
period for making the determination will be tolled from the date on which the
extension notice is sent until the date on which the Employee responds to the
Plan’s request for information.  The Plan
Administrator has delegated to the Vice President of Human Resources of the
Company the authority to make the initial decision on any claim.


 


If a claim is denied in whole or in part, or any adverse benefit
determination is made with respect to the claim, the Employee will be provided
with a written notice setting forth the reason for the determination, along
with specific references to Plan provisions on which the determination is
based.  This notice will also provide an
explanation of what additional information is needed to evaluate the claim (and
why such information is necessary), together with an explanation of the Plan’s
claims review procedure and the time limits applicable to such procedure, as
well as a statement of the Employee’s right to bring a civil action under Section 502(a) of
ERISA following an adverse benefit determination on review.  If an Employee is not notified (of the denial
or an extension) within 


 


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ninety (90) days from the date the Employee notifies the Plan
Administrator, the Employee may request a review of the application as if the
claim had been denied.


 


If the Employee’s claim has been denied, or an adverse benefit
determination has been made, the Employee may request that the Plan
Administrator review the denial.  The
request must be in writing and must be made within sixty (60) days after
written notification of denial.  In
connection with this request, the Employee (or his or her duly authorized
representative) may (i) be provided, upon written request and free of
charge, with reasonable access to (and copies of) all documents, records, and
other information relevant to the claim; and (ii) submit to the Plan
Administrator written comments, documents, records, and other information
related to the claim.


 


The review by the Plan Administrator will take into account all
comments, documents, records, and other information the Employee submits
relating to the claim.  The Plan Administrator
will make a final written decision on a claim review, in most cases within
sixty (60) days after receipt of a request for a review.  In some cases, the claim may take more time
to review, and an additional processing period of up to sixty (60) days may be
required.  If that happens, the Employee
will receive a written notice of that fact, which will also indicate the
special circumstances requiring the extension of time and the date by which the
Plan Administrator expects to make a determination with respect to the
claim.  If the extension is required due
to the Employee’s failure to submit information necessary to decide the claim,
the period for making the determination will be tolled from the date on which
the extension notice is sent to the Employee until the date on which the
Employee responds to the Plan’s request for information.


 


The Plan Administrator’s decision on the claim for review will be
communicated to the Employee in writing. 
If an adverse benefit determination is made with respect to the claim,
the notice will include (i) the specific reason(s) for any adverse benefit
determination, with references to the specific Plan provisions on which the
determination is based; (ii) a statement that the Employee is entitled to
receive, upon request and free of charge, reasonable access to (and copies of)
all documents, records and other information relevant to the claim; and (iii) a
statement of the Employee’s right to bring a civil action under Section 502(a) of
ERISA.  The decision of Plan Administrator
(or its designee) is final and binding on all parties.  The Plan Administrator has delegated to the
Chief Executive Officer of the Company the authority to make a determination on
the claim for review.


 


No civil action for benefits may be commenced until the exhaustion of
these procedures.


 


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2.                                       Plan Interpretation and
Benefit Determination.


 


A.                                   The
Plan Administrator (or, where applicable, any duly authorized delegee of the
Plan Administrator) shall have the exclusive right, power, and authority, in
its sole and absolute discretion, to administer, apply and interpret the Plan
and any other documents and to decide all factual and legal matters arising in
connection with the operation or administration of the Plan.


 


B.                                     Without
limiting the generality of the foregoing paragraph, the Plan Administrator (or,
where applicable, any duly authorized delegee of the Plan Administrator) shall
have the sole and absolute discretionary authority to:


 


1.                                       take
all actions and make all decisions (including factual decisions) with respect
to the eligibility for, and the amount of, benefits payable under the Plan;


 


2.                                       formulate,
interpret and apply rules, regulations and policies necessary to administer the
Plan;


 


3.                                       decide
questions, including legal or factual questions, relating to the calculation
and payment of benefits, and all other determinations made, under the Plan;


 


4.                                       resolve
and/or clarify any factual or other ambiguities, inconsistencies and omissions
arising under this Agreement, the Plan or other Plan documents; and


 


5.                                       process,
and approve or deny, benefit claims and rule on any benefit exclusions.


 


All determinations made by the Plan Administrator (or, where
applicable, any duly authorized delegee of the Plan Administrator) with respect
to any matter arising under the Plan shall be final and binding on the Company,
Employee, Participant, beneficiary, and all other parties affected thereby.


 


3.                                       Your Rights Under ERISA.  As a participant in the Plan you are entitled
to certain rights and protections under the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”).  ERISA
provides that all Plan participants shall be entitled to:


 


Receive Information About Your Plan and Benefits


 


Examine, without charge, at the Plan
Administrator’s office and at other specified locations, such as worksites, all
documents governing the Plan, including insurance contracts, and a copy of the
latest annual report (Form 5500 Series), if any, filed by the Plan with
the U.S. Department of Labor and available at the Public Disclosure Room of
the Pension and Welfare Benefit Administration.


 


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Obtain, upon written request to the Plan Administrator, copies of
documents governing the operation of the Plan, including insurance contracts,
and copies of the latest annual report (Form 5500 Series), if any, and
updated summary plan description.  The
Plan Administrator may make a reasonable charge for the copies.


 


Receive a summary of the Plan’s annual financial report (if any).  The Plan Administrator is required by law to
furnish each Participant with a copy of this summary annual report.


 


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 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 Plan 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.  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. 
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.


 


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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 Pension and Welfare Benefits Administration,
U.S. Department of Labor, listed in your telephone directory or the Division of
Technical Assistance and Inquiries, Pension and Welfare Benefits
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 calling the publications
hotline of the Pension and Welfare Benefits Administration.


 


4.                                       Plan Document.  This document shall constitute both the plan
document and summary plan description and shall be distributed to all Employees
in this form.


 


5.                                       Other Important Facts.


 


	
  OFFICIAL NAME OF THE PLAN:

  	
   

  	
  ImClone Systems Incorporated Senior Executive Severance Plan

  
	
   

  	
   

  	
   

  
	
  SPONSOR:

  	
   

  	
  ImClone Systems Incorporated

  
	
   

  	
   

  	
  180 Varick Street, 6th Floor

  
	
   

  	
   

  	
  New York, NY 10014

  
	
   

  	
   

  	
  (212) 645-1405

  
	
   

  	
   

  	
   

  
	
  EMPLOYER IDENTIFICATION

  	
   

  	
   

  
	
  NUMBER (EIN):

  	
   

  	
  04-2834797

  
	
   

  	
   

  	
   

  
	
  PLAN NUMBER:

  	
   

  	
  530

  
	
   

  	
   

  	
   

  
	
  TYPE OF
  PLAN:

  	
   

  	
  Employee
  Welfare Severance Benefit Plan

  



 


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  END OF PLAN YEAR:

  	
   

  	
  December 31

  
	
   

  	
   

  	
   

  
	
  TYPE OF ADMINISTRATION:

  	
   

  	
  Employer Administered

  
	
   

  	
   

  	
   

  
	
  PLAN ADMINISTRATOR:

  	
   

  	
  ImClone Systems Incorporated

  
	
   

  	
   

  	
  c/o Vice President, Human Resources

  
	
   

  	
   

  	
  33 Chubb Way

  
	
   

  	
   

  	
  Branchburg, NJ 08876

  
	
   

  	
   

  	
  (908) 541-2300

  
	
   

  	
   

  	
   

  
	
  EFFECTIVE DATE:

  	
   

  	
  October 20, 2004

  



 


The Plan Administrator keeps records of the Plan and is responsible for
the administration of the Plan.  The Plan
Administrator will also answer any questions you may have about the Plan.


 


Service of legal process may be made upon the Plan Administrator.


 


No individual may, in any case, become entitled to additional benefits
or other rights under this Plan after the Plan is terminated.  Under no circumstances, will any benefit
under this Plan ever vest or become nonforfeitable.


 


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