Exhibit 10.10


 


TYCO ELECTRONICS


 


CHANGE IN CONTROL SEVERANCE PLAN FOR CERTAIN


U.S. OFFICERS AND EXECUTIVES


 


Effective
January 1, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  BACKGROUND, PURPOSE AND
  TERM OF PLAN

  	
  1

  
	
  Section 1.01

  	
  Purpose of the Plan

  	
  1

  
	
  Section 1.02

  	
  Term of the Plan

  	
  1

  
	
  Section 1.03

  	
  Compliance with Code
  Section 409A

  	
  1

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
  2

  
	
  Section 2.01

  	
  “Annual Bonus”

  	
  2

  
	
  Section 2.02

  	
  “Base Salary”

  	
  2

  
	
  Section 2.03

  	
  “Board”

  	
  2

  
	
  Section 2.04

  	
  “Cause”

  	
  2

  
	
  Section 2.05

  	
  “Change in Control”

  	
  2

  
	
  Section 2.06

  	
  “Change in Control
  Termination”

  	
  3

  
	
  Section 2.07

  	
  “COBRA”

  	
  3

  
	
  Section 2.08

  	
  “Code”

  	
  3

  
	
  Section 2.09

  	
  “Committee”

  	
  3

  
	
  Section 2.10

  	
  “Company”

  	
  3

  
	
  Section 2.11

  	
  “Effective Date”

  	
  3

  
	
  Section 2.12

  	
  “Eligible Employee”

  	
  3

  
	
  Section 2.13

  	
  “Employee”

  	
  3

  
	
  Section 2.14

  	
  “Employer”

  	
  4

  
	
  Section 2.15

  	
  “ERISA”

  	
  4

  
	
  Section 2.16

  	
  “Exchange Act”

  	
  4

  
	
  Section 2.17

  	
  “Executive Severance
  Plan”

  	
  4

  
	
  Section 2.18

  	
  “Good Reason
  Resignation”

  	
  4

  
	
  Section 2.19

  	
  “Involuntary
  Termination”

  	
  5

  
	
  Section 2.20

  	
  “Key Employee”

  	
  5

  
	
  Section 2.21

  	
  “Notice Pay”

  	
  5

  
	
  Section 2.22

  	
  “Officer”

  	
  5

  
	
  Section 2.23

  	
  “Participant”

  	
  5

  
	
  Section 2.24

  	
  “Permanent Disability”

  	
  5

  
	
  Section 2.25

  	
  “Plan”

  	
  5

  
				



 


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TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 2.26

  	
  “Plan Administrator”

  	
  5

  
	
  Section 2.27

  	
  “Postponement Period”

  	
  6

  
	
  Section 2.28

  	
  “Potential Change in
  Control”

  	
  6

  
	
  Section 2.29

  	
  “Release”

  	
  7

  
	
  Section 2.30

  	
  “Separation from
  Service Date”

  	
  7

  
	
  Section 2.31

  	
  “Severance Benefit”

  	
  7

  
	
  Section 2.32

  	
  “Severance Period”

  	
  7

  
	
  Section 2.33

  	
  “Subsidiary”

  	
  7

  
	
  Section 2.34

  	
  “Successor”

  	
  7

  
	
  Section 2.35

  	
  “Voluntary Resignation”

  	
  7

  
	
  ARTICLE III

  	
  PARTICIPATION AND
  ELIGIBILITY FOR BENEFITS

  	
  8

  
	
  Section 3.01

  	
  Participation

  	
  8

  
	
  Section 3.02

  	
  Conditions

  	
  8

  
	
  ARTICLE IV

  	
  DETERMINATION OF
  SEVERANCE BENEFITS

  	
  10

  
	
  Section 4.01

  	
  Amount of Severance
  Benefits Upon Involuntary Termination and Good Reason Resignation

  	
  10

  
	
  Section 4.02

  	
  Voluntary Resignation;
  Termination Due to Death or Permanent Disability

  	
  12

  
	
  Section 4.03

  	
  Termination for Cause

  	
  12

  
	
  Section 4.04

  	
  Reduction of Severance
  Benefits

  	
  12

  
	
  Section 4.05

  	
  Non-Duplication of
  Benefits

  	
  13

  
	
  ARTICLE V

  	
  METHOD, DURATION AND
  LIMITATION OF SEVERANCE BENEFIT PAYMENTS

  	
  14

  
	
  Section 5.01

  	
  Method of Payment

  	
  14

  
	
  Section 5.02

  	
  Other Arrangements

  	
  14

  
	
  Section 5.03

  	
  Code Section 409A

  	
  14

  
	
  Section 5.04

  	
  Termination of Eligibility
  for Benefits

  	
  15

  
	
  Section 5.05

  	
  Limitation on Benefits

  	
  15

  
	
  ARTICLE VI

  	
  CONFIDENTIALITY and
  non-disparagement

  	
  17

  
	
  Section 6.01

  	
  Confidential
  Information

  	
  17

  
	
  Section 6.02

  	
  Non-Disparagement

  	
  17

  
				



 


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TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 6.03

  	
  Reasonableness

  	
  17

  
	
  Section 6.04

  	
  Equitable Relief

  	
  17

  
	
  Section 6.05

  	
  Survival of Provisions

  	
  18

  
	
  ARTICLE VII

  	
  THE PLAN ADMINISTRATOR

  	
  19

  
	
  Section 7.01

  	
  Authority and Duties

  	
  19

  
	
  Section 7.02

  	
  Compensation of the
  Plan Administrator

  	
  19

  
	
  Section 7.03

  	
  Records, Reporting and
  Disclosure

  	
  19

  
	
  ARTICLE VIII

  	
  AMENDMENT, TERMINATION
  AND DURATION

  	
  20

  
	
  Section 8.01

  	
  Amendment, Suspension
  and Termination

  	
  20

  
	
  Section 8.02

  	
  Duration

  	
  20

  
	
  ARTICLE IX

  	
  DUTIES OF THE COMPANY
  AND THE COMMITTEE

  	
  21

  
	
  Section 9.01

  	
  Records

  	
  21

  
	
  Section 9.02

  	
  Payment

  	
  21

  
	
  Section 9.03

  	
  Discretion

  	
  21

  
	
  ARTICLE X

  	
  CLAIMS PROCEDURES

  	
  22

  
	
  Section 10.01

  	
  Claim

  	
  22

  
	
  Section 10.02

  	
  Initial Claim

  	
  22

  
	
  Section 10.03

  	
  Appeals of Denied
  Administrative Claims

  	
  22

  
	
  Section 10.04

  	
  Appointment of the
  Named Appeals Fiduciary

  	
  23

  
	
  Section 10.05

  	
  Arbitration; Expenses

  	
  23

  
	
  ARTICLE XI

  	
  MISCELLANEOUS

  	
  25

  
	
  Section 11.01

  	
  Nonalienation of
  Benefits

  	
  25

  
	
  Section 11.02

  	
  Notices

  	
  25

  
	
  Section 11.03

  	
  Successors

  	
  25

  
	
  Section 11.04

  	
  Other Payments

  	
  25

  
	
  Section 11.05

  	
  No Mitigation

  	
  25

  
	
  Section 11.06

  	
  No Contract of
  Employment

  	
  25

  
	
  Section 11.07

  	
  Severability of
  Provisions

  	
  25

  
	
  Section 11.08

  	
  Heirs, Assigns, and
  Personal Representatives

  	
  26

  
	
  Section 11.09

  	
  Headings and Captions

  	
  26

  
				



 


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(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 11.10

  	
  Gender and Number

  	
  26

  
	
  Section 11.11

  	
  Unfunded Plan

  	
  26

  
	
  Section 11.12

  	
  Compliance with Code
  Section 409A

  	
  26

  
	
  Section 11.13

  	
  Payments to Incompetent
  Persons

  	
  26

  
	
  Section 11.14

  	
  Lost Payees

  	
  26

  
	
  Section 11.15

  	
  Controlling Law

  	
  26

  
	
  SALARY REPLACEMENT AND ANNUAL BONUS

  	
   

  	
  A-1

  
				



 


iv














 


ARTICLE I




BACKGROUND, PURPOSE AND TERM OF PLAN


 


Section 1.01         Purpose
of the Plan.  The purpose of the Plan is to provide
Eligible Employees with certain compensation and benefits as set forth in the
Plan in the event the Eligible Employee’s employment with the Company or a
Subsidiary is terminated due to a Change in Control Termination.  The Plan is not intended to be an “employee
pension benefit plan” or “pension plan” within the meaning of Section 3(2) of
ERISA.  Rather, this Plan is intended to
be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA
and to meet the descriptive requirements of a plan constituting a “severance
pay plan” within the meaning of regulations published by the Secretary of Labor
at Title 29, Code of Federal Regulations, section 2510.3-2(b).  Accordingly, the benefits paid by the Plan
are not deferred compensation and no employee shall have a vested right to such
benefits.


 


Section 1.02         Term
of the Plan.  The Plan shall generally be effective as of
the Effective Date, but subject to amendment from time to time in accordance
with Section 8.01.  The Plan shall
continue until terminated pursuant to Article VIII of the Plan.


 


Section 1.03         Compliance
with Code Section 409A.  The terms of this Plan are intended to,
and shall be interpreted so as to, comply in all respects with the provisions
of Code Section 409A and the regulations and rulings promulgated
thereunder.


 

















 


ARTICLE II



DEFINITIONS


 


Section 2.01         “Annual Bonus” shall mean 100% of
the Participant’s target annual bonus.


 


Section 2.02         “Base Salary” shall mean the
annual base salary in effect as of the Participant’s Separation from Service
Date.


 


Section 2.03         “Board” shall mean the Board of
Directors of the Company or any successor thereto, or a committee thereof specifically
designated for purposes of making determinations hereunder.


 


Section 2.04         “Cause” shall mean (i) a
material violation of any fiduciary duty owed to the Company, (ii) conviction
of, or entry of a plea of nolo contendere with
respect to, a felony or misdemeanor, (iii) dishonesty, (iv) theft,
or (v) other egregious conduct, that is likely to have a materially
detrimental impact on the Company and its employees.  Whether an Eligible Employee’s termination is
as a result of Cause shall be determined in the discretion of the Plan
Administrator.


 


Section 2.05         “Change in Control”  shall mean any of the following events:




(i)            any
“person” (as defined in Section 13(d) and 14(d) of the Exchange
Act, excluding for this purpose, (i) Tyco Electronics Ltd. or any
Subsidiary company (wherever incorporated) of Tyco Electronics Ltd.  as defined by Section 86 of the
Companies Act 1981 of Bermuda, as amended or (ii) any employee benefit
plan of Tyco Electronics Ltd.  or any
such Subsidiary company (or any person or entity organized, appointed or
established by Tyco Electronics Ltd.  for
or pursuant to the terms of any such plan that acquires beneficial ownership of
voting securities of Tyco Electronics Ltd. ), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) directly or
indirectly of securities of Tyco Electronics Ltd.  representing more than 30 percent of the
combined voting power of Tyco Electronics Ltd.’s then outstanding securities;
provided, however, that no Change in Control will be deemed to have occurred as
a result of a change in ownership percentage resulting solely from an
acquisition of securities by Tyco Electronics Ltd. ;




(ii)           persons
who, as of the Effective Date, constitute the Board of Directors of Tyco
Electronics Ltd. (the “Incumbent Directors”) cease for any reason (including
without limitation, as a result of a tender offer, proxy contest, merger or
similar transaction) to constitute at least a majority thereof, provided that
any person becoming a Director of Tyco Electronics Ltd.  subsequent to the Effective Date shall be
considered an Incumbent Director if such person’s election or nomination for
election was approved by a vote of at least 50 percent of the Incumbent
Directors; but provided further, that any such person whose initial assumption
of office is in connection with an actual or threatened proxy contest relating
to the election of members of the Board or other actual or threatened
solicitation of proxies or consents by or on behalf of a “person” (as defined
in Section 13(d) and 14(d) of the Exchange Act) other than the
Board, including by reason of agreement intended to avoid or settle any such
actual or threatened contest or solicitation, shall not be considered an
Incumbent Director;


 


2

















 


(iii)          consummation
of a reorganization, merger or consolidation or sale or other disposition of at
least 80 percent of the assets of Tyco Electronics Ltd.  (a “Business Combination”), in each case,
unless, following such Business Combination, all or substantially all of the
individuals and entities who were the beneficial owners of outstanding voting
securities of Tyco Electronics Ltd. 
immediately prior to such Business Combination beneficially own directly
or indirectly more than 50 percent of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the company resulting from such Business
Combination (including, without limitation, a company which, as a result of
such transaction, owns Tyco Electronics Ltd. 
or all or substantially all of the assets of Tyco Electronics Ltd.
either directly or through one or more Subsidiary companies (wherever
incorporated) of Tyco Electronics Ltd. 
as defined by Section 86 of the Companies Act 1981 of Bermuda, as
amended) in substantially the same proportions as their ownership, immediately
prior to such Business Combination, of the outstanding voting securities of
Tyco Electronics Ltd. ; or




(iv)          approval
by the stockholders of Tyco Electronics Ltd. 
of a complete liquidation or dissolution of Tyco Electronics Ltd. .


 


Section 2.06         “Change in Control Termination”  shall mean a Participant’s Involuntary
Termination or Good Reason Resignation that occurs during the period beginning
60 days prior to the date of a Change in Control and ending two years after the
date of such Change in Control.


 


Section 2.07         “COBRA” shall mean the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and the regulations
promulgated thereunder.


 


Section 2.08         “Code” shall mean the Internal
Revenue Code of 1986, as amended and the regulations promulgated thereunder.


 


Section 2.09         “Committee” shall mean the
Management Development and Compensation Committee of the Board of Directors of
Tyco Electronics Ltd. or such other committee appointed by the Board to assist
the Company in making determinations required under the Plan in accordance with
its terms.  The “Committee” may delegate
its authority under the Plan to an individual or another committee.


 


Section 2.10         “Company” shall mean Tyco
Electronics Corporation.  Unless it is
otherwise clear from the context, Company shall generally include participating
Subsidiaries.


 


Section 2.11         “Effective Date” shall mean January 1,
2009.


 


Section 2.12         “Eligible Employee” shall mean an
Employee who is an Officer or an employee in the Band 1 classification. If
there is any question as to whether an Employee is deemed an Eligible Employee
for purposes of the Plan, the Plan Administrator shall make the determination.


 


Section 2.13         “Employee” shall mean an
individual employed by an Employer as a common law employee on the United
States payroll of the Company or a Subsidiary, and shall not include any person
working for the Company through a temporary service or on a leased


 


3

















 


basis or who is hired by the Company as an independent
contractor, consultant, or otherwise as a person who is not an employee for
purposes of withholding federal employment taxes, as evidenced by payroll
records or a written agreement with the individual, regardless of any contrary
governmental or judicial determination or holding relating to such status or
tax withholding.


 


Section 2.14         “Employer” shall mean the Company
or any Subsidiary with respect to which this Plan has been adopted.


 


Section 2.15         “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended, and regulations promulgated
thereunder.


 


Section 2.16         “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended and the regulations promulgated thereunder.


 


Section 2.17         “Executive Severance Plan” shall
mean the Tyco Electronics Severance Plan for U.S. Officers and Executives,
which plan is superseded by this Plan in the event of any Participant’s Change
in Control Termination.


 


Section 2.18         “Good Reason Resignation” shall mean any
retirement or termination of employment by a Participant that is not initiated
by the Company or any Subsidiary and that is caused by any one or more of the
following events which occurs during the period beginning 60 days prior to the
date of a Change in Control and ending two years after the date of such Change
in Control:


 


(1)  Without the
Participant’s written consent, assignment to the Participant of any duties
inconsistent in any material respect with the Participant’s authority, duties
or responsibilities as in effect immediately prior to the Change in Control;


 


(2) Without the Participant’s written consent, a
material diminution in the authority, duties or responsibilities of the
supervisor to whom the Participant is required to report as in effect
immediately prior to the Change in Control;


 


(3)  Without the Participant’s written consent, a
material change in the geographic location at which the Participant must
perform services to a location which is more than 60 miles from the Participant’s
principal place of business immediately preceding the Change in Control);


 


(4)  Without the Participant’s written consent,
the Company materially reduces the Participant’s compensation and benefits,
taken as a whole, as in effect immediately prior to the Change in Control; 


 


(5)  The Company fails to obtain a satisfactory
agreement from any Successor to assume and agree to perform the Company’s
obligations to the Participant under this Plan, as contemplated in Section 11.03
herein; or


 


(6)  Without the Participant’s written consent, a
material diminution in the budget over which the Participant retains authority;


 


4

















 


Notwithstanding the foregoing, the Participant shall
be considered to have a Good Reason Resignation only if the Participant
provides written notice to the Company specifying in reasonable detail the
events or conditions upon which the Participant is basing such Good Reason
Resignation and the Participant provides such notice within 90 days after the
event that gives rise to the Good Reason Resignation.  Within 30 days after notice has been
received, the Company shall have the opportunity, but shall have no obligation,
to cure such events or conditions that give rise to the Good Reason
Resignation.  If the Company does not
cure such events or conditions within the 30-day period, the Participant may
terminate employment with the Company based on Good Reason Resignation within
30 days after the expiration of the cure period.


 


Section 2.19         “Involuntary Termination” shall
mean the date that a Participant experiences a Company-initiated Separation
from Service for any reason other than Cause, Permanent Disability or death, as
provided under and subject to the conditions of Article III.


 


Section 2.20         “Key Employee” shall mean an
Employee who, at any time during the 12-month period ending on the
identification date, is a “specified employee” under Code Section 409A, as
determined by the Committee or its delegate. 
The determination of Key Employees, including the number and identity of
persons considered specific employees and the identification date, shall be
made by the Committee or its delegate in accordance with the provisions of Code
Section 409A and the regulations promulgated thereunder.


 


Section 2.21         “Notice Pay” shall mean the
amounts that a Participant is eligible to receive pursuant to Article IV
of the Plan.


 


Section 2.22         “Officer” shall mean any individual
who is an officer of Tyco Electronics Ltd. or an Employer, and who is
considered an officer for purposes of Rule 16a-1(f) as promulgated
under the Exchange Act immediately before the Change in Control.


 


Section 2.23         “Participant” shall mean any Eligible
Employee who meets the requirements of Article III and thereby becomes
eligible for Severance Benefits under the Plan.


 


Section 2.24         “Permanent Disability” shall mean
that an Employee has a permanent and total incapacity from engaging in any
employment for the Employer for physical or mental reasons.  A “Permanent Disability” shall be deemed to
exist if the Employee meets the requirements for disability benefits under the
Employer’s long-term disability plan or under the requirements for disability benefits
under the Social Security law (or similar law outside the United States, if the
Employee is employed in that jurisdiction) then in effect, or if the Employee
is designated with an inactive employment status at the end of a disability or
medical leave.


 


Section 2.25         “Plan” means the Tyco Electronics
Change in Control Severance Plan for Certain U.S. Officers and Executives as
set forth herein, and as the same may from time to time be amended.


 


Section 2.26         “Plan Administrator” shall mean,
for the period prior to a Potential Change in Control, the individual(s) appointed
by the Committee to administer the terms of the Plan as set forth herein and if
no individual is appointed by the Committee to serve as the Plan Administrator
for the Plan, the Plan Administrator shall be the Senior Vice President — Human


 


5

















 


Resources for Tyco Electronics (or the
equivalent).  In the event of the
occurrence of a Potential Change in Control, the Senior Vice-President, Human
Resources for Tyco Electronics (or the equivalent) shall appoint a person or
entity independent of the Company and any person operating under the Company’s
control or on its behalf to serve as Plan Administrator (and such person or
entity shall be the Plan Administrator for all purposes after such
appointment), and such appointment shall take effect and become irrevocable as
of the date of said appointment (provided that such appointment shall be
revocable if a Change in Control does not occur and the Potential Change in
Control expires in accordance with Section 2.26(y)).  For periods prior to a Potential Change in
Control, the Plan Administrator may delegate all or any portion of its
authority under the Plan to any other person(s).


 


Section 2.27         “Postponement Period” shall mean,
for a Key Employee, the period of six months after the Key Employee’s
Separation from Service Date (or such other period as may be required by Code Section 409A)
during which deferred compensation may not be paid to the Key Employee under
Code Section 409A.


 


Section 2.28         “Potential
Change in Control” shall mean the occurrence and continuation of any of the
following: (a) any
“person” (as defined in Section 13(d) and 14(d) of the Exchange
Act), excluding for this purpose, (i) Tyco Electronics Ltd. or any
Subsidiary company (wherever incorporated) of Tyco Electronics Ltd. as defined
by Section 86 of the Companies Act 1981 of Bermuda, as amended or (ii) any
employee benefit plan of Tyco Electronics Ltd. or any such Subsidiary company (or
any person or entity organized, appointed or established by Tyco Electronics
Ltd. for or pursuant to the terms of any such plan that acquires beneficial
ownership of voting securities of Tyco Electronics Ltd.), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) directly or
indirectly of securities of Tyco Electronics Ltd. representing more than 5
percent of the combined voting power of Tyco Electronics Ltd.’s then
outstanding securities unless such Person has reported or is
required to report such ownership on Schedule 13G under the Exchange Act (or
any comparable or successor report) or on Schedule 13D under the Exchange Act
(or any comparable or successor report), which Schedule 13D does not state any
intention to or reserve the right to control or influence the management or
policies of Tyco Electronics Ltd. or engage in any of the actions specified in
Item 4 of such Schedule (other than the disposition of the common stock) so
long as such Person neither reports nor is required to report such ownership
other than as described in this paragraph; provided, however, that a Potential Change in Control
will not be deemed to have occurred as a result of a change in ownership
percentage resulting solely from an acquisition of securities by Tyco
Electronics Ltd., (b) Tyco Electronics Ltd. enters into an agreement, the
consummation of which would result in the occurrence  of a Change in Control, (c) any “person”
(as defined in subsection(a)) publicly announces an intention to take or to
consider taking actions which, if consummated, would constitute or result in a
Change in Control, (d) any person ( as defined in subsection (a))
commences a solicitation (as defined in Rule 14a-1 of the Exchange Act) of
proxies or consents that has the purpose of effecting or would (if successful)
result in a Change in Control, (e) a tender or exchange offer for at least
30% of the outstanding voting securities of Tyco Electronics Ltd., made by a “person”
(as defined in subsection (a)), is first published or sent or given (within the
meaning of Rule 14d-2(a) of the Exchange Act), or (f) the Board
adopts a resolution to the effect that, for purposes of the Plan, a Potential
Change in Control has occurred.  The
Potential Change in Control shall be deemed in effect until the earlier of (x) the
occurrence of a Change in Control, or (y) the adoption by the Board of a
resolution stating that, for purposes of the Plan, the Potential Change in
Control has expired.


 


6

















 


Section 2.29         “Release” shall mean the
Separation of Employment Agreement and General Release, as provided by the
Company.


 


Section 2.30         “Separation from Service” shall
mean a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and
applicable regulations and rulings promulgated thereunder.


 


Section 2.31         “Separation from Service Date”
shall mean the date on which the active employment of the Participant by the
Company or a Subsidiary experiences a separation from service by reason of an
Involuntary Termination or a Good Reason Resignation within the meaning of Code
Section 409A and the regulations promulgated thereunder.


 


Section 2.32         “Severance Benefits” shall mean
the salary and bonus replacement amounts and other benefits that a Participant
is eligible to receive pursuant to Article IV of the Plan.


 


Section 2.33         “Severance Period” shall mean the
period for which a Participant is entitled to receive Severance Benefits under
this Plan, as follows:  Chief Executive
Officer — 36 months; Officers who are direct reports to the Chief Executive
Officer — 24 months; and other Officer and Band 1 employees — 18 months.


 


Section 2.34         “Subsidiary” shall mean (i) a
subsidiary company (wherever incorporated) as defined by section 86 of the Companies
Act 1981 of Bermuda (as amended), (ii) any separately organized business
unit, whether or not incorporated, of Tyco Electronics Ltd., (iii) any
employer that is required to be aggregated with Tyco Electronics Ltd. pursuant
to Code Section 414 and the regulations issued thereunder, and (iv) any
service recipient or employer that is within a controlled group of
corporations with Tyco Electronics Ltd. as defined in Code Sections 1563(a)(1),
(2) and (3) where the phrase “at least 50%” is substituted in each
place “at least 80%” appears or is with Tyco Electronics Ltd. as part of a
group of trades or businesses under common control as defined in Code Section 414(c) and
Treas. Reg. § 1.414(c)-2 where the phrase “at least 50%” is substituted in each
place “at least 80%” appears, provided, however, that when the relevant
determination is to be based upon legitimate business criteria (as described in
Treas. Reg. § 1.409A-1(b)(5)(iii)(E) and § 1.409A-1(h)(3)), the phrase “at
least 20%” shall be substituted in each place “at least 80%” appears as
described above with respect to both a controlled group of corporations and
trades or business under common control.


 


Section 2.35         “Successor” shall mean any other
corporation or unincorporated entity or group of corporations or unincorporated
entities which acquires ownership, directly or indirectly, through merger,
consolidation, purchase or otherwise, of all or substantially all of the assets
of the Company.


 


Section 2.36         “Voluntary Resignation” shall mean
any Separation from Service that is not initiated by the Company or any
Subsidiary other than a Good Reason Resignation.


 


7

















 


ARTICLE III



PARTICIPATION AND ELIGIBILITY FOR BENEFITS


 


Section 3.01         Participation. 
Each Eligible Employee in the Plan who incurs a Change in Control
Termination and who satisfies all of the conditions of Section 3.02 shall
be eligible to receive the Severance Benefits described in the Plan, subject
however, to the application of the non-duplication provisions of Section 4.05.


 


Section 3.02         Conditions.


 


(a)           Eligibility
for any Severance Benefits is expressly conditioned on the execution or
agreement to the following within 60 days following the Participant’s
Separation from Service Date (i) execution by the Participant of a Release
in the form provided by the Company; (ii) compliance by the Participant
with all the terms and conditions of such Release; (iii) the Participant’s
written agreement to the confidentiality and non-disparagement provisions in Article VI
during and after the Participant’s employment with the Company; and (iv) to
the extent permitted in Section 4.04 of the Plan, execution of a written
agreement that authorizes the deduction of amounts owed to the Company prior to
the payment of any Severance Benefit (or in accordance with any other schedule
as is agreed between the Participant and the Company).  If the Plan Administrator determines that the
Participant has not fully complied with any of the terms of the Release, the
Plan Administrator may withhold Severance Benefits not yet in pay status or
discontinue the payment of the Participant’s Severance Benefit and may require
the Participant, by providing written notice of such repayment obligation to
the Participant, to repay any portion of the Severance Benefit already received
under the Plan.  If the Plan
Administrator notifies a Participant that repayment of all or any portion of
the Severance Benefit received under the Plan is required, such amounts shall
be repaid within thirty (30) calendar days after the date the written notice is
sent, provided, however, that if the Participant files an appeal of such
determination under the claims procedures described in Article X, then
such repayment obligation shall be suspended pending the outcome of the appeals
procedure.  Any remedy under this
subsection (a) shall be in addition to, and not in place of, any other
remedy, including injunctive relief, that the Company may have.


 


(b)           An
Eligible Employee will not be eligible to receive Severance Benefits under any
of the following circumstances:


 


(i)            The
Eligible Employee’s Voluntary Resignation;


 


(ii)           The
Eligible Employee resigns employment (other than a Good Reason Resignation)
before the job-end date mutually agreed to in writing between the Participant
and the Employer, including any extension thereto as is mutually agreed to in
writing between the parties;


 


(iii)          The
Eligible Employee’s employment is terminated for Cause;


 


8

















 


(iv)          The
Eligible Employee’s employment is terminated due to the Eligible Employee’s
death or Permanent Disability;


 


(v)           The
Eligible Employee does not return to work within the period prescribed by law
(or if there is no such period prescribed by law, then within a reasonable
period as is determined by the Plan Administrator) following an approved leave
of absence, unless such period is extended by mutual written agreement of the
parties;


 


(vi)          The
Eligible Employee does not satisfy the Conditions for Severance in Section 3.02;
or


 


(vii)         The
Eligible Employee’s employment with the Employer terminates as a result of a
Change in Control and the Eligible Employee accepts employment, or has the
opportunity to continue employment, with a Successor (other than under terms
and conditions which would permit a Good Reason Resignation).


 


(c)           The
Plan Administrator has the discretion to make initial determinations regarding
an Eligible Employee’s eligibility to receive Severance Benefits hereunder.


 


(d)           An
Eligible Employee returning from approved military leave during the period
beginning 60 days before a Change in Control and ending two years after a
Change in Control will be eligible for Severance Benefits if: (i) he/she
is eligible for reemployment under the provisions of the Uniformed Services
Employment and Reemployment Rights Act (USERRA); (ii) his/her pre-military
leave job is eliminated; and (iii) the Employer’s circumstances are
changed so as to make reemployment in another position impossible or
unreasonable, or reemployment would create an undue hardship for the
Employer.  If the Eligible Employee
returning from military leave qualifies for Severance Benefits, his/her
severance benefits will be calculated as if he/she had remained continuously
employed from the date he/she began his/her military leave.  The Eligible Employee must also satisfy any
other relevant conditions for payment set forth in this Section, including
execution of a Release.


 


9














 


ARTICLE IV



DETERMINATION OF SEVERANCE BENEFITS


 


Section 4.01         Amount
of Severance Benefits Upon Involuntary Termination and Good Reason Resignation. The Severance Benefits to be provided
to an Eligible Employee who incurs a Change in Control Termination and is
determined to be eligible for Severance Benefits shall be as follows:


 


(a)           Notice
Pay.  Except for Officers, each
Eligible Employee who meets the eligibility requirements for a Severance
Benefit under Section 3.01 shall receive 30 calendar days notice as a
Notice Period.  In the event that the
Company determines that a Participant’s last day of work shall be prior to the
end of his or her Notice Period, such Employee shall be entitled to pay in lieu
of notice for the balance of such Notice Period.  Notice Pay paid to an Eligible Employee shall
be in addition to, and not offset against, the Severance Benefits the
Participant may be entitled to receive under this Article IV.  An Eligible Employee who does not sign, or
who revokes his or her signature on, a Release shall only be eligible for
Notice Pay.  Unless otherwise permitted
by the applicable plan documents or laws, an Eligible Employee will not be
eligible to apply for short-term disability, long-term disability and/or
workers’ compensation anytime after the Eligible Employee’s last active day at
work.  Notice pay shall be paid in
accordance with Article V.


 


(b)           Severance
Benefits.


 


(i)            Severance
Benefits shall be provided to the Participant in an amount as set forth in
Schedule A appended to the Plan.


 


(ii)           The
Participant shall also receive a cash payment equal to his or her Annual Bonus
in an amount as set forth in Schedule A appended to the Plan.


 


(c)           Bonus.  The Participant shall receive a cash payment
equal to his or her pro rated annual bonus (based on the number of full months
completed from the beginning of the fiscal year through the Separation from
Service Date) for the year in which Participant’s Separation from Service Date
occurs, pursuant to the terms set forth in the applicable incentive plans;
provided, however, that to the extent that a bonus payment for such period is
paid as a result of a Change in Control under the terms of such other incentive
plan, then the amount otherwise payable under this Section 4(c) will
be offset by the payment made under such other incentive plan .


 


(d)           Medical,
Dental and Health Care Reimbursement Account Benefits.  The Participant shall continue to be eligible
to participate in the medical, dental and Health Care Reimbursement Account
coverage in effect at the date of his or her termination (or generally
comparable coverage) for himself or herself and, where applicable, his or her
spouse and dependents, as the same may be changed from time to time for
employees of the Company generally, as if Participant had continued in
employment during the lesser of (i) the Severance Period or (ii) eighteen
(18) months (the “Coverage Period”).  The
Participant shall be responsible for the payment of the employee portion of the
medical, dental and Health Care Reimbursement 


 


10

















 


Account contributions that are required during the
Coverage Period and such contributions shall be made within the time period and
in the amounts that other employees are required to pay to the Company for
similar coverage.  The Participant’s
failure to pay the applicable contributions shall result in the cessation of
the applicable medical and dental coverage for the Participant and his or her
spouse or domestic partner and dependents. 
In the event that the Severance Period exceeds eighteen months, the
Participant will receive a cash lump-sum payment from the Company equal to the
projected value of the employer portion of the medical and dental benefits for
the time period between the end of the Coverage Period and the remainder of the
Severance Period.  Such payment shall be
made within sixty (60) days following the end of the Coverage Period.  Notwithstanding any other provision of this
Plan to the contrary, in the event that a Participant commences employment with
another company at any time during the Severance Period, the Participant may
cease receiving coverage under the Company’s medical and dental plans.  Within thirty (30) days of Participant’s
commencement of employment with another company, Participant shall provide the
Company written notice of such employment and provide information to the
Company regarding the medical and dental benefits provided to Participant by
his or her new employer.  The COBRA
continuation coverage period under section 4980B of the Code shall run
concurrently with the Severance Period.


 


(e)           Stock
Options.  All stock options held by
the Participant as of his or her Separation from Service Date that were granted
prior to the Change in Control and that are not already vested and exercisable
as of such date shall become vested and exercisable on the Separation from
Service Date.  All outstanding stock
options held by Participant that were granted prior to the Change in Control
and that are vested and exercisable as of the Separation from Service Date and
all stock options held by the Participant that become vested and exercisable
under the preceding sentence shall be exercisable for the greater of (i) the
period set forth in Participant’s option agreement covering such options, or (ii) twelve
(12) months from the Participant’s Separation from Service Date.  In no event, however, shall an option be
exercisable beyond its original expiration date.


 


(f)            Restricted Stock and Restricted
Stock Units.  All unvested restricted
stock and restricted stock units held by the Participant as of his or her
Separation from Service Date that were granted prior to the Change in Control
and that are subject solely to time-vesting requirements shall accelerate and
become immediately vested as of the Separation from Service Date.  All unvested restricted stock and restricted
stock units held by the Participant as of his or her Separation from Service
Date that were granted prior to the Change in Control and that are subject to
performance-based vesting provisions shall accelerate and become vested if and
to the extent that the plan administrator responsible for the administration of
such awards determines in its sole discretion that the applicable performance
vesting requirements have been or will be attained, or would have been attained
during the Severance Period in the ordinary course but for the Change in
Control and the Participant’s Change in Control Termination.


 


(g)           Outplacement
Services.  The Company will pay the
cost of outplacement services for the Participant for a period of twelve (12)
months from Participant’s Separation from Service Date.  The Company shall pay the cost of
outplacement services at either (i) the outplacement agency that the
Company regularly uses for such purpose, or (ii)  the outplacement agency
selected by the Participant, provided that the Company will be responsible to
pay no more than the cost that would have been incurred had the Participant
used the outplacement agency that the Company regularly uses for such purpose.


 


11

















 


(h)           Application
of Other Plan Provisions.  If any
applicable equity compensation or incentive plan or grant instrument, without
regard to (c), (e) or (f) above, provides the Participant the right
to accelerated vesting or payment of cash incentive awards,  stock options, restricted stock, restricted
stock units or incentive awards, and/or an extension of the otherwise
applicable option exercise period, in the case of termination of employment following
a Change in Control, then the Participant’s right to accelerated payment,
vesting or extension of the option exercise period shall be determined by
whichever of the plan, grant instrument or the provisions of (c), (e) or (f) above
provides the most favorable vesting or exercise rights for the Participant in
such event.


 


Section 4.02         Voluntary
Resignation; Termination Due to Death or Permanent Disability. 
If the Eligible Employee’s employment terminates on account of (i) the
Eligible Employee’s Voluntary Resignation, (ii) death, or (iii) Permanent
Disability, then the Eligible Employee shall not be entitled to receive
Severance Benefits under this Plan and shall be entitled only to those benefits
(if any) as may be available under the Company’s then-existing benefit plans
and policies at the time of such termination.


 


Section 4.03         Termination
for Cause.  (a)  If any Eligible Employee’s
employment terminates on account of termination by the Company for Cause, the
Eligible Employee shall not be entitled to receive Severance Benefits under
this Plan and shall be entitled only to those benefits that are legally
required to be provided to the Eligible Employee.  Notwithstanding any other provision of the
Plan to the contrary, if the Committee or the Plan Administrator determines
that an Eligible Employee has engaged in conduct that constitutes Cause at any
time prior to the Eligible Employee’s Separation from Service Date, any
Severance Benefit payable to the Eligible Employee under Section 4.01 of
the Plan shall immediately cease, and the Eligible Employee shall be required
to return any Severance Benefits paid to the Eligible Employee prior to such
determination.  The Company may withhold
paying Severance Benefits under the Plan pending resolution of any good faith
inquiry that is likely to lead to a finding resulting in Cause and any such
payment that was withheld and which is subsequently determined to be payable
shall be paid to the Participant within ninety (90) days after the date of the
final and binding resolution of the inquiry.


 


(b)           Any
dispute regarding a termination for Cause will be resolved by the Plan
Administrator.  Such
determination will be based on all of the facts and circumstances presented to
the Plan Administrator by the Company. 
If the Plan Administrator determines that the Eligible Employee’s
termination of employment is for Cause, then the Plan Administrator will notify
the Eligible Employee in writing of such determination, describing in detail
the reason for such determination, including without limitation the specific
conduct that constituted the basis for the determination.  The Eligible Employee shall have the right to
contest the determination of the Plan Administrator in accordance with the
Appeals Procedure described in Section 10.03.


 


Section 4.04         Reduction
of Severance Benefits.  With respect to amounts paid
under the Plan that are not subject to Code Section 409A and the
regulations promulgated thereunder, the Plan Administrator reserves the right
to make deductions in accordance with applicable law for any monies owed to the
Company by the Participant or the value of Company property that the
Participant has retained in his/her possession. 
With respect to amounts paid under the Plan that are subject to Code Section 409A
and the regulations promulgated thereunder, the Plan Administrator reserves the
right to make deductions in accordance with applicable law for any


 


12

















 


monies owed to the Company by the Participant or the
value of the Company property that the Participant has retained in his/her
possession; provided, however, that such deductions cannot exceed $5,000 in the
aggregate.


 


Section 4.05         Non-Duplication
of Benefits.  The Plan is intended to supersede, and
not to duplicate, the provisions of the Tyco Electronics Severance Plan for
U.S. Officers and Executives (“Executive Severance Plan”) in any case in which
an Eligible Employee would otherwise be entitled to severance or related
benefits under both this Plan and the Executive Severance Plan arising out of
the Eligible Employee’s Change in Control Termination. However, the Plan is not
intended to supersede any other plan, program, arrangement or agreement
providing an Eligible Employee with severance or related benefits in the case
of an Eligible Employee’s Change in Control Termination.  In the event that an Eligible Employee
becomes entitled to receive benefits under this Plan and any such benefit
duplicates a benefit that would otherwise be provided under any other plan, program,
arrangement or agreement as a result of the Eligible Employee’s Change in
Control Termination, then the Eligible Employee shall be entitled to receive
the greater of the benefit available under the Plan, on the one hand, and the
benefit available under such other plan, program, arrangement or agreement, on
the other.


 


13

















 


ARTICLE V



METHOD, DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS


 


Section 5.01         Method
of Payment.  The cash Severance Benefits to which a
Participant is entitled, as determined pursuant to Section 4.01(a) and
(b), shall be paid in a single lump sum payment within sixty (60) days
following the Participant’s Severance from Service Date, subject to the
fulfillment of all conditions for payment set forth in Section 3.02 and
subject to the expiration of the Release revocation period specified in the
Release; provided, however, that the annual bonus payable pursuant to Section 4.01(c) shall
be paid at the time set forth in the Tyco Electronics Annual Incentive
Plan.  All payments of Severance Benefits
are subject to applicable federal, state and local taxes and withholdings.  Notwithstanding the foregoing, if the
Participant’s Separation from Service is either (i) prior to the date of a
Change in Control, or (ii) following a Change in Control that does not
qualify as a “change in control” under Code Section 409A and the
regulations promulgated thereunder, then any portion of the Severance Benefit
payable under this Plan that equals the amount of Severance Benefit the
Participant could be eligible to receive under the Executive Severance Plan (if
the Participant were to satisfy the eligibility requirements in order to
receive a benefit under that plan), shall be paid at the same time and in the
same form as the Executive Severance Plan. 
In no event will interest be credited on the unpaid balance for which a
Participant may become eligible.  Payment
shall be made by mailing to the last address provided by the Participant to the
Company or such other reasonable method as determined by the Plan
Administrator.  All payments of Severance
Benefits are subject to applicable federal, state and local taxes and
withholdings.  In the event of the
Participant’s death prior to payment being made to the Participant’s estate in
a single lump sum payment within sixty (60) days following the Participant’s
death.


 


Section 5.02         Other
Arrangements.  The provisions of this Plan may provide for
payments to the Eligible Employee under certain compensation or bonus plans
under circumstances where such plans would not otherwise provide for payment
thereof.  It is the specific intention of
the Company that the provisions of this Plan shall supersede any provisions to
the contrary in such plans, to the extent permitted by applicable law, and such
plans shall be deemed to be have been amended to correspond with this Plan
without further action by the Company or the Board.


 


Section 5.03         Code Section 409A.


 


(a)           Notwithstanding
any provision of the Plan to the contrary, if required by Code Section 409A
and if a Participant is a Key Employee, no Benefits shall be paid to the
Participant during the Postponement Period. 
If a Participant is a Key Employee and payment of Benefits is required
to be delayed for the Postponement Period under Code Section 409A, the
accumulated amounts withheld on account of Code Section 409A shall be paid
in a lump sum payment within 30 days after the end of the Postponement
Period.  If the Participant dies during
the Postponement Period prior to the payment of Benefits, the amounts withheld
on account of Code Section 409A shall be paid to the Participant’s estate
within 60 days after the Participant’s death.


 


14

















 


(b)           This
Agreement is intended to meet the requirements of the “short-term deferral”
exception, the “separation pay” exception and other exceptions under Code Section 409A
and the regulations promulgated thereunder. Notwithstanding anything in this
Plan to the contrary, if required by Code Section 409A, payments may only
be made under this Plan upon an event and in a manner permitted by Code Section 409A,
to the extent applicable.  For purposes
of Code Section 409A, the right to a series of payments under the Plan
shall be treated as a right to a series of separate payments.  All reimbursements and in-kind benefits
provided under the Plan shall be made or provided in accordance with the
requirements of section 409A of the Code. 
In no event may a Participant designate the year
of payment for any amounts payable under the Plan.


 


Section 5.04         Termination of Eligibility for
Benefits.


 


(a)           All
Eligible Employees shall cease to be eligible to participate in the Plan, and
all Severance Benefit payments payable to a Participant shall cease upon the
occurrence of the earlier of:


 


(i)            Subject
to Article VIII, termination or modification of the Plan; or


 


(ii)           Completion
of payment to the Participant of the Severance Benefit for which the
Participant is eligible under Article IV.


 


(b)           Notwithstanding
anything herein to the contrary, the Company shall have the right to cease all
Severance Benefit (except as otherwise required by law) and to recover any
payments previously made to the Participant should the Participant at any time
breach the Participant’s undertakings under the terms of the Plan, the Release
the Participant executed to obtain the Severance Benefits under the Plan or the
confidentiality and non-disparagement provisions of Article VI.


 


Section 5.05         Limitation on Benefits


 


(a)           Notwithstanding
anything in the Plan to the contrary, in the event it shall be determined that
any payment or distribution by the Company or its Subsidiaries to or for the
benefit of a Participant (whether paid or provided pursuant to the terms of
this Plan or otherwise) (a “Payment”) would be nondeductible by the Company for
Federal income tax purposes because of Section 280G of the Code, then the
aggregate present value of the benefits provided to the Participant pursuant to
the rights granted under this Plan (such benefits are hereinafter referred to
as “Plan Payments”) shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be an amount
expressed in present value which maximizes the aggregate present value of Plan
Payments without causing any Payment to be nondeductible by the Company because
of Section 280G of the Code.  For
purposes of this Section 5.04, present value shall be determined in
accordance with Section 280G(d)(4) of the Code.  To the extent necessary to eliminate an
excess parachute amount that would not be deductible by the Company for Federal
income tax purposes because of Section 280G of the Code, the amounts
payable or benefits to be provided to the Participant shall be reduced such
that the economic loss to the executive as a result of the excess parachute
amount elimination is minimized.  In
applying this principle, the reduction shall be made in a manner consistent
with the requirements of section 409A and where 


 


15

















 


two economically equivalent amounts are subject to
reduction but payable at different times, such amounts shall be reduced on a
pro rata basis but not below zero.


 


(b)           If
the Firm (as defined in Section 5.04(c)) determines that the payments to
the Participant (before any reductions as described in Section 5.04(a)) on
an after-tax basis (i.e., after federal, state and local income and excise
taxes and federal employment taxes) would exceed the Reduced Amount on an
after-tax basis (i.e., after federal, state and local income and federal employment
taxes) then such payments will not be reduced as is described in Section 5.04(a).


 


(c)           All
determinations required to be made under this Section 5.04 shall be made
by a nationally recognized accounting or consulting firm selected by the Senior
Vice-President, Human Resources of Tyco Electronics (or the equivalent)  upon the occurrence of a Potential Change in
Control (the “ Firm”), which shall provide detailed supporting calculations
both to the Company and the Participant within fifteen (15) business days of
the Separation from Service Date or such earlier time as is requested by the
Company.  Any such determination by the
Firm shall be binding upon the Company, its successors and the Participant
(subject to (e) below).  Within five
(5) business days of the determination by the Firm as to the Reduced
Amount, the Company shall provide to the Participant such Payments as are then
due to the Participant in accordance with the rights afforded under this Plan
or any other applicable plan.  If Plan
Payments are to be reduced, the Participant shall determine which Plan Payments
shall be reduced to comply with this Section 5.04.


 


(d)           The
Company shall reimburse the Participant for any costs or expenses of tax
counsel incurred by the Participant in connection with any audit or
investigation by the Internal Revenue Service, or any state or local tax
authorities, concerning the application of Code Section 280G to any
Payments (provided, that the Participant retains tax counsel acceptable to the
Company).   In the event that as a result of any such
audit or investigation, the reduction in Plan Payments under (a) above is
finally determined not to be sufficient in amount to permit the deduction by
the Company of all Payments under Code Section 280G, then the Company
shall pay the Participant an additional amount which shall be sufficient to put
the Participant, after payment of any additional income, employment and excise
taxes, interest and penalties, in substantially the same economic position as
if the reduction had been sufficient.


 


(e)           In
the event that the Firm determines that a reduction effected pursuant to (a) above
was excessive in amount due to changes in relevant data or information
following its original determination under (c) above (including, without limitation,
any recalculation regarding the value of stock options as contemplated under
Rev. Proc. 2003-68, Section 3.04), and that additional Plan Payments could
have been made thereunder, the Company shall promptly make such additional
payments to the Participant.


 


16

















 


ARTICLE VI



CONFIDENTIALITY AND NON-DISPARAGEMENT


 


Section 6.01         Confidential  Information. 
The Participant agrees that he or she shall not, directly or indirectly,
use, make available, sell, disclose or otherwise communicate to any person,
other than in the course of the Participant’s assigned duties and for the
benefit of the Company, either during the period of the Participant’s
employment or at any time thereafter, any nonpublic, proprietary or
confidential information, knowledge or data relating to the Company, Tyco
Electronics Ltd., any of its Subsidiaries, affiliated companies or businesses,
which shall have been obtained by the Participant during the Participant’s
employment by the Company or a Subsidiary. 
The foregoing shall not apply to information that (i) was known to
the public prior to its disclosure to the Participant; (ii) becomes known
to the public subsequent to disclosure to the Participant through no wrongful
act of the Participant or any representative of the Participant; or (iii) the
Participant is required to disclose by applicable law, regulation or legal
process (provided that the Participant provides the Company with prior notice
of the contemplated disclosure and reasonably cooperates with the Company at
its expense in seeking a protective order or other appropriate protection of
such information).  Notwithstanding
clauses (i) and (ii) of the preceding sentence, the Participant’s
obligation to maintain such disclosed information in confidence shall not
terminate where only portions of the information are in the public domain.


 


Section 6.02         Non-Disparagement. 
Each of the Participant and the Company (for purposes hereof, the
Company shall mean only the executive officers and directors thereof and not
any other employees) agrees not to make any statements that disparage the other
party, or in the case of the Company, Tyco Electronics Ltd.  or its Subsidiaries, their respective
affiliates, employees, officers, directors, products or services.  Notwithstanding the foregoing, statements
made in the course of sworn testimony in administrative, judicial or arbitral
proceedings (including, without limitation, depositions in connection with such
proceedings) shall not be subject to this Section 6.02.


 


Section 6.03         Reasonableness. 
In the event the provisions of this Article VI shall ever be deemed
to exceed the time, scope or geographic limitations permitted by applicable
laws, then such provisions shall be reformed to the maximum time, scope or
geographic limitations, as the case may be, permitted by applicable laws.


 


Section 6.04         Equitable Relief.


 


(a)           By
participating in the Plan, the Participant acknowledges that the restrictions
contained in this Article VI are reasonable and necessary to protect the
legitimate interests of the Company, its Subsidiaries and its affiliates, that
the Company would not have established this Plan in the absence of such
restrictions, and that any violation of any provision of this Article will
result in irreparable injury to the Company. 
By agreeing to participate in the Plan, the Participant represents that
his or her experience and capabilities are such that the restrictions contained
in this Article VI will not prevent the Participant from obtaining
employment or otherwise earning a living at the same general level of economic
benefit as is currently the case.  The
Participant further represents and acknowledges that (i) he or she has
been advised by the Company to consult his or her own legal counsel in respect
of this Plan, and 


 


17

















 


(ii) that he or she has had full opportunity,
prior to agreeing to participate in this Plan, to review thoroughly this Plan
with his or her counsel.  The Company
likewise acknowledges that the restrictions contained in Section 6.02 are
necessary to protect the legitimate interests of the Participant, and that any
violation of Section 6.02 by the Company will result in irreparable injury
to the Participant.


 


(b)           Each
party agrees that the other party shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages,
as well as an equitable accounting of all earnings, profits and other benefits
arising from any violation of this Article VI, which rights shall be
cumulative and in addition to any other rights or remedies to which such
aggrieved party may be entitled.  In the
event that any of the provisions of this Article VI should ever be
adjudicated to exceed the time, geographic, service, or other limitations
permitted by applicable law in any jurisdiction, then such provisions shall be
deemed reformed in such jurisdiction to the maximum time, geographic, service,
or other limitations permitted by applicable law.


 


(c)           The
Participant irrevocably and unconditionally (i) agrees that any suit,
action or other legal proceeding arising out of this Article VI, including
without limitation, any action commenced by the Company for preliminary and
permanent injunctive relief or other equitable relief, may be brought in the
United States District Court for the District of New York, or if such court
does not have jurisdiction or will not accept jurisdiction, in any court of
general jurisdiction in New York, (ii) consents to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives
any objection which Participant may have to the laying of venue of any such
suit, action or proceeding in any such court. 
Participant also irrevocably and unconditionally consents to the service
of any process, pleadings, notices or other papers in a manner permitted by the
notice provisions of Section 11.02.


 


Section 6.05         Survival
of Provisions.  The obligations contained in this Article VI
shall survive the termination of Participant’s employment with the Company or a
Subsidiary and shall be fully enforceable thereafter.


 


18

















 


ARTICLE VII



THE PLAN ADMINISTRATOR


 


Section 7.01         Authority
and Duties.  It shall be the duty of the Plan
Administrator, on the basis of information supplied to it by the Company and
the Committee, to properly administer the Plan. 
The Plan Administrator shall have the full power, authority and
discretion to construe, interpret and administer the Plan, to make factual
determinations, to correct deficiencies therein, and to supply omissions.  All decisions, actions and interpretations of
the Plan Administrator shall be final, binding and conclusive upon the parties
with respect to denied claims for Severance Benefits, except in those cases
where such determination is subject to review by the Named Appeals Fiduciary
(as defined in Section 10.04).  The
Plan Administrator may adopt such rules and regulations and may make such
decisions as it deems necessary or desirable for the proper administration of
the Plan.


 


Section 7.02         Compensation
of the Plan Administrator.  The Plan
Administrator appointed for periods prior to a Potential Change in Control
shall receive no compensation for services as such .  The Plan Administrator appointed for periods
on and after a Potential Change in Control will be entitled to receive
reasonable compensation as is mutually agreed upon between the parties.  All reasonable expenses of the Plan
Administrator shall be paid or reimbursed by the Company upon proper
documentation.  The Plan Administrator
shall be indemnified by the Company against personal liability for actions
taken in good faith in the discharge of the Plan Administrator’s duties.


 


Section 7.03         Records,
Reporting and Disclosure.  The Plan
Administrator shall keep a copy of all records relating to the payment of
Severance Benefits to Participants and former Participants and all other
records necessary for the proper operation of the Plan.  All Plan records shall be made available to
the Committee, the Company and to each Participant for examination during
business hours except that a Participant shall examine only such records as
pertain exclusively to the examining Participant and to the Plan.  The Plan Administrator shall prepare and
shall file as required by law or regulation all reports, forms, documents and
other items required by ERISA, the Code, and every other relevant statute, each
as amended, and all regulations thereunder (except that the Company, as payor of
the Severance Benefits, shall prepare and distribute to the proper recipients
all forms relating to withholding of income or wage taxes, Social Security
taxes, and other amounts that may be similarly reportable).


 


19














 


ARTICLE VIII



AMENDMENT, TERMINATION AND DURATION


 


Section 8.01         Amendment,
Suspension and Termination.  Except as
otherwise provided in this Section 8.01, the Board or its delegate shall
have the right, at any time and from time to time prior to the occurrence of a
Potential Change in Control (and after the Potential Change in Control has
expired in accordance with Section 2.26(y)), to amend, suspend or
terminate the Plan in whole or in part, for any reason or without reason, and
without either the consent of or the prior notification to any Participant, by
a formal written action.  After the
occurrence of a Potential Change in Control, the Board or its delegate shall
have the right to amend the Plan, provided however, that (a) in no event
shall any amendment give the Company the right to recover any amount paid to a
Participant prior to the date of such amendment or to cause the cessation of
Severance Benefits already approved for a Participant who has executed a
Release as required under Section 3.02 and (b) the Plan may not be
amended in any manner that adversely affects any right of a Participant or
Eligible Employee without the written consent of such Participant or Eligible
Employee.  Any amendment or termination
of the Plan must comply with all applicable legal requirements including,
without limitation, compliance with Code Section 409A and the regulations
and ruling promulgated thereunder, securities, tax, or other laws, rules,
regulations or regulatory interpretations thereof, applicable to the Plan.


 


Section 8.02         Duration. 
The Plan shall continue in full force and effect until termination of
the Plan pursuant to Section 8.01; provided, however, that after the
termination of the Plan, if any Participants terminated employment on account
of an Involuntary Termination prior to the termination of the Plan and are
still receiving Severance Benefits under the Plan, the Plan shall remain in
effect until all of the obligations of the Company are satisfied with respect
to such Participants.


 


20

















 


ARTICLE IX



DUTIES OF THE COMPANY AND THE COMMITTEE


 


Section 9.01         Records. 
The Company or a Subsidiary thereof shall supply to the Committee all
records and information necessary to the performance of the Committee’s duties.


 


Section 9.02         Payment. Payments of Severance Benefits to
Participants shall be made in such amount as determined by the Committee under Article IV,
from the Company’s general assets.


 


Section 9.03         Discretion. 
Any decisions, actions or interpretations to be made under the Plan by
the Board, the Committee and the Plan Administrator, acting on behalf of
either, shall be made in each of their respective sole discretion, not in any
fiduciary capacity and need not be uniformly applied to similarly situated
individuals and such decisions, actions or interpretations shall be final,
binding and conclusive upon all parties. 
As a condition of participating in the Plan, the Eligible Employee
acknowledges that all decisions and determinations of the Board, the Committee
and the Plan Administrator taken in good faith shall be final and binding on
the Eligible Employee, his or her beneficiaries and any other person having or
claiming an interest under the Plan on his or her behalf.


 


21

















 


ARTICLE X



CLAIMS PROCEDURES


 


Section 10.01       Claim. 
Each Participant under this Plan may contest any action taken or
determination made by the Company, the Board, the Committee or the Plan
Administrator that affects the rights of such Participant hereunder by
completing and filing with the Plan Administrator a written request for review
in the manner specified by the Plan Administrator.  No person may bring an action for any alleged
wrongful denial of Plan benefits in a court of law unless the claims procedures
described in this Article X are exhausted and a final determination is
made by the Plan Administrator and/or the Named Appeals Fiduciary, except in
circumstances where the Participant has a reasonable basis to conclude that the
pursuit of his/her claim through the claims procedure would be futile.  If an Eligible Employee or Participant or
other interested party challenges a decision by the Plan Administrator and/or
Named Appeals Fiduciary, a review by the court of law will be limited to the
facts, evidence and issues presented to the Plan Administrator during the
claims procedure set forth in this Article X.  Facts and evidence that become known to the
terminated Eligible Employee or Participant or other interested person after having
exhausted the claims procedure must be brought to the attention of the Plan
Administrator for reconsideration of the claims administrator.  Issues not raised with the Plan Administrator
and/or Named Appeals Fiduciary will be deemed waived.


 


Section 10.02       Initial
Claim.  Before the date on which payment of a
Severance Benefit commences, each application for benefits must be supported by
such information as the Plan Administrator deems relevant and appropriate.  In the event that any claim relating to the
administration of Severance Benefits is denied in whole or in part, the
terminated Participant or his or her beneficiary (“claimant”) whose claim has
been so denied shall be notified of such denial in writing by the Plan
Administrator within thirty (30) days after the receipt of the claim for
benefits.  This period may be extended an
additional thirty (30) days if the Plan Administrator determines such extension
is necessary and the Plan Administrator provides notice of extension to the
claimant prior to the end of the initial thirty (30) day period.  The notice advising of the denial shall
specify the following: (i) the reason or reasons for denial, (ii) make
specific reference to the Plan provisions on which the determination was based,
(iii) describe any additional material or information necessary for the
claimant to perfect the claim (explaining why such material or information is
needed), and (iv) describe the Plan’s review procedures and the time
limits applicable to such procedures, including a statement of the claimant’s
right to bring a civil action under section 502(a) of ERISA following an
adverse benefit determination on review. 
If it is determined that payment is to be made, any such payment shall
be made within ninety (90) days after the date by which notification is
received.


 


Section 10.03       Appeals of Denied Administrative
Claims.  All appeals shall be made by the following
procedure:


 


(a)           A
claimant whose claim has been denied shall file with the Plan Administrator a
notice of appeal of the denial.  Such
notice shall be filed within sixty (60) calendar days of notification by the
Plan Administrator of the denial of a claim, shall be made in writing, and
shall set forth all of the facts upon which the appeal is based.


 


22

















 


(b)           The
Named Appeals Fiduciary shall consider the merits of the claimant’s written
presentations, the merits of any facts or evidence in support of the denial of
benefits, and such other facts and circumstances as the Named Appeals Fiduciary
shall deem relevant.


 


(c)           The
Named Appeals Fiduciary shall render a determination upon the appealed claim
which determination shall be accompanied by a written statement as to the
reasons therefor.  The determination
shall be made to the claimant within thirty (30) days of the claimant’s request
for review, unless the Names Appeals Fiduciary determines that special
circumstances requires an extension of time for processing the claim.  In such case, the Named Appeals Fiduciary
shall notify the claimant of the need for an extension of time to render its
decision prior to the end of the initial thirty (30) day period, and the Named
Appeals Fiduciary shall have an additional thirty (30) day period to make its
determination.  The determination so rendered
shall be binding upon all parties as long as it is made in good faith.  If the determination is adverse to the
claimant, the notice shall provide (i) the reason or reasons for denial, (ii) make
specific reference to the Plan provisions on which the determination was based,
(iii) a statement that the claimant is entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all documents, records
and other information relevant to a the claimant’s claim for benefits, and (iv) state
that the claimant has the right to bring an action under section 502(a) of
ERISA.  If the final determination is
that payments shall be made, then any such payment shall be made within ninety
(90) days after the date by which notification of the final determination is
made.


 


Section 10.04       Appointment
of the Named Appeals Fiduciary.  The Named
Appeals Fiduciary shall be the person or persons named as such by the Board or
Committee, or, if no such person or persons be named, then the person or persons
named by the Plan Administrator as the Named Appeals Fiduciary, provided
however, that effective on the date of a Change in Control, the Plan
Administrator shall also serve as the Named Appeals Fiduciary.  For periods before the date of a Change in
Control, Named Appeals Fiduciaries may at any time be removed by the Board or
Committee, and any Named Appeals Fiduciary named by the Plan Administrator may
be removed by the Plan Administrator. 
All such removals may be with or without cause and shall be effective on
the date stated in the notice of removal. 
The Named Appeals Fiduciary shall be a “Named Fiduciary” within the
meaning of ERISA, and unless appointed to other fiduciary responsibilities,
shall have no authority, responsibility, or liability with respect to any
matter other than the proper discharge of the functions of the Named Appeals
Fiduciary as set forth herein.


 


Section 10.05       Arbitration;
Expenses.  In the event of any dispute under the
provisions of this Plan, other than a dispute in which the primary relief
sought is an equitable remedy such as an injunction, the parties shall have the
dispute, controversy or claim settled by arbitration in Philadelphia,
Pennsylvania (or such other location as may be mutually agreed upon by the
Employer and the Participant) in accordance with the National Rules for
the Resolution of Employment Disputes then in effect of the American
Arbitration Association, before a panel of three arbitrators, two of whom shall
be selected by the Company and the Participant, respectively, and the third of
whom shall be selected by the other two arbitrators.  Any award entered by the arbitrators shall be
final, binding and nonappealable and judgment may be entered thereon by either
party in accordance with applicable law in any court of competent
jurisdiction.  This arbitration provision
shall be specifically enforceable.  The
arbitrators shall have no authority to modify any provision of this Plan or to
award a remedy for a dispute involving this 


 


23

















 


Plan other than a benefit specifically provided under
or by virtue of the Plan.  If the
Participant substantially prevails on any material issue, which is the subject
of such arbitration or lawsuit, the Company shall be responsible for all of the
fees of the American Arbitration Association and the arbitrators and any
expenses relating to the conduct of the arbitration (including the Company’s
and Participant’s reasonable attorneys’ fees and expenses).  Otherwise, each party shall be responsible
for its own expenses relating to the conduct of the arbitration (including
reasonable attorneys’ fees and expenses) and shall share the fees of the
American Arbitration Association.


 


24

















 


ARTICLE XI



MISCELLANEOUS


 


Section 11.01       Nonalienation
of Benefits.  None of the payments, benefits or rights of
any Participant shall be subject to any claim of any creditor of any
Participant, and, in particular, to the fullest extent permitted by law, all
such payments, benefits and rights shall be free from attachment, garnishment
(if permitted under applicable law), trustee’s process, or any other legal or
equitable process available to any creditor of such Participant.  No Participant shall have the right to alienate,
anticipate, commute, plead, encumber or assign any of the benefits or payments
that he may expect to receive, continently or otherwise, under this Plan,
except for the designation of a beneficiary as set forth in Section 5.01.


 


Section 11.02       Notices. 
All notices and other communications required hereunder shall be in
writing and shall be delivered personally or mailed by registered or certified
mail, return receipt requested, or by overnight express courier service.  In the case of the Participant, mailed
notices shall be addressed to him or her at the home address which he or she
most recently communicated to the Company in writing.  In the case of the Company, mailed notices
shall be addressed to the Plan Administrator.


 


Section 11.03       Successors.  Any Successor shall assume the obligations
under this Plan and expressly agree to perform the obligations under this Plan.


 


Section 11.04       Other
Payments.  Except as otherwise provided in this Plan, no
Participant shall be entitled to any cash payments or other severance benefits
under any of the Company’s then current severance pay policies for a
termination that is covered by this Plan for the Participant, including,
without limitation, the Executive Severance Plan.


 


Section 11.05       No
Mitigation.  Except as otherwise provided in Section 4.01(d) and
Section 4.04, Participants shall not be required to mitigate the amount of
any Severance Benefit provided for in this Plan by seeking other employment or
otherwise, nor shall the amount of any Severance Benefit provided for herein be
reduced by any compensation earned by other employment or otherwise, except if
the Participant is reemployed by the Company as an Employee, in which case
Severance Benefits shall cease on the date of the Participant’s reemployment.


 


Section 11.06       No
Contract of Employment.  Neither the
establishment of the Plan, nor any modification thereof, nor the creation of
any fund, trust or account, nor the payment of any benefits shall be construed
as giving any Eligible Employee or any person whosoever, the right to be
retained in the service of the Company, and all Eligible Employees shall remain
subject to discharge to the same extent as if the Plan had never been adopted.


 


Section 11.07       Severability
of Provisions.  If any provision of this Plan shall be held
invalid or unenforceable by a court of competent jurisdiction, such invalidity
or unenforceability shall not affect any other provisions hereof, and this Plan
shall be construed and enforced as if such provisions had not been included.


 


25

















 


Section 11.08       Heirs,
Assigns, and Personal Representatives.  This Plan
shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties, including each Participant, present and future.


 


Section 11.09       Headings
and Captions.  The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.


 


Section 11.10       Gender
and Number.  Where the context admits: words in any gender
shall include any other gender, and, except where otherwise clearly indicated
by context, the singular shall include the plural, and vice-versa.


 


Section 11.11       Unfunded
Plan.  The Plan shall not be funded.  No Participant shall have any right to, or
interest in, any assets of the Company that may be applied by the Company to
the payment of Severance Benefits.


 


Section 11.12       Compliance
with Code Section 409A.  The terms of
this Plan are intended to, and shall be interpreted and applied so as to,
comply in all respects with the provisions of Code Section 409A and
regulations and rulings thereunder.  Any
provision of this Plan governing the timing or form of payment of benefits
hereunder may be modified by the Plan Administrator if and to the extent
required in order to ensure such compliance (by way of example and not
limitation, to delay commencement of any benefits payable hereunder that are
subject to Code Section 409A until at least six months following a
Participant’s termination of employment). 
Nothing in this provision shall be construed as an admission that any of
the benefits payable hereunder constitute “deferred compensation” subject to
the provisions of Code Section 409A.


 


Section 11.13       Payments
to Incompetent Persons.  Any benefit
payable to or for the benefit of a minor, an incompetent person or other person
incapable of receipting therefor shall be deemed paid when paid to such person’s
guardian or to the party providing or reasonably appearing to provide for the
care of such person, and such payment shall fully discharge the Company, the
Committee and all other parties with respect thereto.


 


Section 11.14       Lost
Payees.  A benefit shall be deemed forfeited if the
Committee is unable to locate a Participant to whom a Severance Benefit is
due.  Such Severance Benefit shall be
reinstated if application is made by the Participant for the forfeited
Severance Benefit while this Plan is in operation.


 


Section 11.15       Controlling
Law.  This Plan shall be construed and enforced
according to the laws of the Commonwealth of Pennsylvania to the extent not
superseded by Federal law.


 


26

















 


SCHEDULE
A


 


SEVERANCE
BENEFITS


SALARY
REPLACEMENT AND ANNUAL BONUS


 


	
  Chief Executive Officer

  	
   

  	
  3 times annual Base
  Salary and Annual Bonus

  
	
   

  	
   

  	
   

  
	
  Officers who are direct
  reports to the CEO

  	
   

  	
  2 times annual Base
  Salary and Annual Bonus

  
	
   

  	
   

  	
   

  
	
  Other Officers and Band
  1 employees

  	
   

  	
  1.5 times annual Base
  Salary and Annual Bonus

  



 


A-1