Exhibit 10.11


 


 


TYCO
ELECTRONICS LTD.


 


 


SEVERANCE
PLAN FOR


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

  	
  “Alternative
  Position”

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.02

  	
  “Annual
  Bonus”

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.03

  	
  “Base
  Salary”

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.04

  	
  “Board”

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.05

  	
  “Cause”

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.06

  	
  “COBRA”

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.07

  	
  “Code”

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.08

  	
  “Committee”

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.09

  	
  “Company”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.10

  	
  “Effective
  Date”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.11

  	
  “Eligible
  Employee”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.12

  	
  “Employee”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.13

  	
  “Employer”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.14

  	
  “ERISA”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.15

  	
  “Exchange
  Act”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.16

  	
  “Involuntary
  Termination”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.17

  	
  “Key
  Employee”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.18

  	
  “Notice
  Pay”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.19

  	
  “Officer”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.20

  	
  “Participant”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.21

  	
  “Permanent
  Disability”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.22

  	
  “Plan”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.23

  	
  “Plan
  Administrator”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.24

  	
  “Postponement
  Period”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.25

  	
  “Release”

  	
   

  	
  4

  



 


i

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.26

  	
  “Separation
  from Service Date”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.27

  	
  “Severance
  Benefit”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.28

  	
  “Severance
  Period”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.29

  	
  “Subsidiary”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  2.30

  	
  “Voluntary
  Termination”

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  PARTICIPATION AND
  ELIGIBILITY FOR BENEFITS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  3.01

  	
  Participation

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  3.02

  	
  Conditions

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DETERMINATION OF
  SEVERANCE BENEFITS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  4.01

  	
  Amount
  of Severance Benefits Upon Involuntary Termination

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  4.02

  	
  Voluntary
  Termination; Termination for Death or Permanent Disability

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  4.03

  	
  Termination
  for Cause

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  4.04

  	
  Reduction
  of Severance Benefits

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  4.05

  	
  Modification
  of Severance Benefits

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  METHOD AND DURATION OF
  SEVERANCE BENEFIT PAYMENTS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  5.01

  	
  Method
  of Payment

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  5.02

  	
  Other
  Arrangements

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  5.03

  	
  Termination
  of Eligibility for Benefits

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  CONFIDENTIALITY,
  COVENANT NOT TO COMPETE AND NOT TO SOLICIT

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.01

  	
  Confidential
  Information

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.02

  	
  Non-Competition

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.03

  	
  Non-Solicitation

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.04

  	
  Non-Disparagement

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.05

  	
  Reasonableness

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.06

  	
  Equitable
  Relief

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  6.07

  	
  Survival
  of Provisions

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  THE PLAN ADMINISTRATOR

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  7.01

  	
  Authority
  and Duties

  	
   

  	
  16

  



 


ii

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  7.02

  	
  Compensation
  of the Plan Administrator

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  7.03

  	
  Records,
  Reporting and Disclosure

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  AMENDMENT, TERMINATION
  AND DURATION

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  8.01

  	
  Amendment,
  Suspension and Termination

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  8.02

  	
  Duration

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  DUTIES OF THE COMPANY
  AND THE COMMITTEE

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  9.01

  	
  Records

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  9.02

  	
  Payment

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  9.03

  	
  Discretion

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  CLAIMS PROCEDURES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  10.01

  	
  Claim

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  10.02

  	
  Initial
  Claim

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  10.03

  	
  Appeals
  of Denied Administrative Claims

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  10.04

  	
  Appointment
  of the Named Appeals Fiduciary

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  10.05

  	
  Arbitration;
  Expenses

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  MISCELLANEOUS

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.01

  	
  Nonalienation
  of Benefits

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.02

  	
  Notices

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.03

  	
  Successors

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.04

  	
  Other
  Payments

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.05

  	
  No
  Mitigation

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.06

  	
  No
  Contract of Employment

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.07

  	
  Severability
  of Provisions

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.08

  	
  Heirs,
  Assigns, and Personal Representatives

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.09

  	
  Headings
  and Captions

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.10

  	
  Gender
  and Number

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.11

  	
  Unfunded
  Plan

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.12

  	
  Payments
  to Incompetent Persons

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.13

  	
  Lost
  Payees

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  11.14

  	
  Controlling
  Law

  	
   

  	
  23

  



 


iii

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  SEVERANCE BENEFITS

  	
   

  	
  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 an Involuntary 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 and shall supersede any prior plan, program or policy under
which the Company or any Subsidiary provided severance benefits prior to the
Effective Date of the Plan.  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         “Alternative Position” shall mean
a position with the Company that:


 


(a)           is
not more than 75 miles each way from the location of the Employee’s current
position (for positions that are essentially mobile, the mileage does not
apply); and


 


(b)           provides
the Employee with pay and benefits (not including perquisites or long term
incentive compensation) that are comparable in the aggregate to the Employee’s
current position.


 


The Plan
Administrator has the exclusive discretionary authority to determine whether a
position is an Alternative Position.


 


Section 2.02         “Annual Bonus” shall mean 100% of
the Participant’s target annual bonus.


 


Section 2.03         “Base Salary” shall mean the annual
base salary in effect as of the Participant’s Separation from Service Date.


 


Section 2.04         “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 2.05         “Cause” shall mean an Employee’s
(i) substantial failure or refusal to perform duties and responsibilities
of his or her job as required by the Company, (ii) violation of any
fiduciary duty owed to the Company, (iii) conviction of a felony or
misdemeanor, (iv) dishonesty, (v) theft, (vi) violation of
Company rules or policy, or (vii) other egregious conduct, that has
or could have a serious and detrimental impact on the Company and its
employees.  The Plan Administrator, in
its sole and absolute discretion, shall determine Cause.  Examples of “Cause” may include, but are not
limited to, excessive absenteeism, misconduct, insubordination, violation of
Company policy, dishonesty, and deliberate unsatisfactory performance (e.g., Employee
refuses to improve deficient performance).


 


Section 2.06         “COBRA” shall mean the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and the
regulations promulgated thereunder.


 


Section 2.07         “Code” shall mean the Internal
Revenue Code of 1986, as amended and the regulations promulgated thereunder.


 


Section 2.08         “Committee” shall mean the
Management Development and Compensation Committee of the Board 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.


 


2

















 


Section 2.09         “Company” shall mean Tyco Electronics
Ltd.  Unless it is otherwise clear from
the context, Company shall generally include participating Subsidiaries.


 


Section 2.10         “Effective Date” shall mean
January 1, 2009.


 


Section 2.11         “Eligible Employee” shall mean an
Employee employed in the United States who is an Officer, or in career bands 1
and 2, who is not covered under any other severance plan or program sponsored
by the Company or a Subsidiary.  If there
is any question as to whether an Employee is deemed an Eligible Employee for
purposes of the Plan, the Senior Vice President — Human Resources, Tyco
Electronics shall make the determination.


 


Section 2.12         “Employee” shall mean an
individual employed by Tyco Electronics Ltd. or a Subsidiary as a common law
employee on the United States payroll of Tyco Electronics Ltd. or a Subsidiary,
and shall not include any person working for the Company through a temporary
service or on a leased 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 2.13         “Employer” shall mean the Company
or any Subsidiary with respect to which this Plan has been adopted.


 


Section 2.14         “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended, and the regulations
promulgated thereunder.


 


Section 2.15         “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended and the regulations promulgated
thereunder.


 


Section 2.16         “Involuntary Termination” shall
mean the date that a Participant experiences a Company-initiated Separation
from Service within the meaning of Code Section 409A and shall not include
a separation for any reason other than Cause, Permanent Disability or death, as
provided under and subject to the conditions of Article III.


 


Section 2.17         “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 2.18         “Notice Pay” shall mean the
amounts that a Participant is eligible to receive pursuant to Article IV
of the Plan.


 


Section 2.19         “Officer” shall mean any
individual who is an officer, as such term is defined pursuant to
Rule 16a-1(f) as promulgated under the Exchange Act, of the
Company.  For purposes of this
definition, Officer shall also mean any officer of any of the Company’s
Subsidiaries who perform policy making functions, within the context of
Rule 16a-1(f).


 


3

















 


Section 2.20         “Participant” shall mean any
Eligible Employee who meets the requirements of Article III and thereby
becomes eligible for Severance Benefits under the Plan.


 


Section 2.21         “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 2.22         “Plan” means the Tyco Electronics
Severance Plan for U.S. Officers and Executives as set forth herein, and as the
same may from time to time be amended.


 


Section 2.23         “Plan Administrator” shall mean
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 Resources, Tyco Electronics Ltd. (or the
equivalent).  Notwithstanding the
preceding sentence, in the event the Plan Administrator is entitled to
Severance Benefits under the Plan, the Committee or its delegate shall act as
the Plan Administrator for purposes of administering the terms of the Plan with
respect to the Plan Administrator.  The
Plan Administrator may delegate all or any portion of its authority under the
Plan to any other person(s).


 


Section 2.24         “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 2.25         “Release” shall mean the
Separation of Employment Agreement and General Release, as provided by the
Company.


 


Section 2.26         “Salary Continuation Benefits”
shall mean the salary continuation payments described in Section 4.01(b).


 


Section 2.27         “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 2.28         “Separation from Service Date”
shall mean the date on which the active employment of the Participant by the
Company or a Subsidiary is severed by reason of an Involuntary Termination
within the meaning of Code Section 409A and the regulations and rulings
promulgated thereunder.


 


Section 2.29         “Severance Benefits” shall mean
the Salary Continuation Benefits and other benefits that a Participant is
eligible to receive pursuant to Article IV of the Plan.


 


Section 2.30         “Severance Period” shall mean the
period during which a Participant is receiving Severance Benefits under this
Plan, as set forth in the Appendix.


 


4

















 


Section 2.31         “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 the Company, (iii) any employer that is
required to be aggregated with the Company 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 the
Company 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 the Company 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 2.32         “Voluntary Termination” shall mean
any Separation from Service that is not initiated by the Company or any
Subsidiary.


 


5














 


ARTICLE III



PARTICIPATION AND ELIGIBILITY FOR BENEFITS


 


Section 3.01         Participation.  Each Eligible
Employee in the Plan who incurs an Involuntary Termination and who satisfies
all of the conditions of Section 3.02 shall be eligible to receive the
Severance Benefits described in the Plan. 
An Eligible Employee shall not be eligible to receive any other
severance benefits from the Company or Subsidiary on account of an Involuntary
Termination, unless otherwise provided in the Plan.  In addition, any Eligible Employee who is a
party to an employment agreement with the Company pursuant to which such
Eligible Employee is entitled to severance benefits shall be ineligible to
participate in the Plan.


 


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, non-solicitation, 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
the Committee may, in its sole discretion, determine to be appropriate).  If the Committee determines, in its sole
discretion, that the Participant has not fully complied with any of the terms
of the agreement and/or Release, the Company may deny 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 Company 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.  Any remedy under
this subsection 3.02(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 voluntarily
terminates employment:


 


(ii)         The Eligible Employee resigns employment
before the job-end date specified by the Employer or while the Employer still
desires the Eligible Employee’s services;


 


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


 


(iv)        The Eligible Employee voluntarily
retires;


 


6

















 


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


 


(vi)        The Eligible Employee does not return to
work within six (6) months of the onset of an approved leave of absence,
other than a personal, educational or military leave and/or as otherwise
required by applicable statute;


 


(vii)       The
Eligible Employee does not return to work within three (3) months of the
onset of a personal or educational leave of absence;


 


(viii)      The
Eligible Employee does not satisfy the conditions for Severance set forth in Section 3.02.


 


(ix)         The Eligible Employee continues in
employment with the Company or a Subsidiary or has the opportunity to continue
in employment in the same or in an Alternative Position with the Company or a
Subsidiary; or


 


(x)          The Eligible Employee’s employment with
the Employer terminates as a result of a sale of stock or assets of the
Employer, merger, consolidation, joint venture or a sale or outsourcing of a
business unit or function, or other transaction, and the Eligible Employee
accepts employment, or has the opportunity to continue employment in an
Alternative Position, with the purchaser, joint venture, or other acquiring or
outsourcing entity, or a related entity of either the Company or the acquiring
entity.  The payment of Severance
Benefits in the circumstances described in this subsection (ix) would
result in a windfall to the Eligible Employee, which is not the intention of
the Plan.


 


(c)           The Plan Administrator has the sole
discretion to determine an Eligible Employee’s eligibility to receive Severance
Benefits.


 


(d)           An Eligible Employee returning from
approved military leave 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 re-employment 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.


 


7

















 


ARTICLE IV



DETERMINATION OF SEVERANCE BENEFITS


 


Section 4.01         Amount of Severance Benefits Upon Involuntary
Termination.
Except as otherwise provided in Section 4.05,  the
Severance Benefits to be provided to an Eligible Employee who incurs an
Involuntary 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 during the Notice Period, or anytime thereafter.  Notice pay shall be paid in accordance with Article V.


 


(b)           Salary Continuation Benefits.


 


(i)            Salary continuation shall be provided
during the Severance Period applicable to the Participant as set forth under
the benefits schedule appended to the Plan. 
During the Severance Period, the Participant shall receive his or her
Base Salary (net of deductions and tax withholdings, as applicable) in equal
installments over the Severance Period, per normal payroll cycles.  The salary continuation payment shall
commence no earlier than the end of the revocation period applicable to the
Release and shall be paid in accordance with Article V.


 


(ii)           The Participant shall also receive a cash
payment equal to his or her Annual Bonus during the Severance Period applicable
to the Participant as set forth under the benefits schedule appended to the
Plan.  Such bonus payment shall be paid
to the Participant in equal installments over the Severance Period (e.g., 12 month, 18 months or 24 months).  The bonus payment shall be paid at the same
time as the Salary Continuation Benefits in Article V.


 


(c)           Bonus.  Participant
may be eligible for a cash payment equal to his or her pro rated annual bonus
for the year in which Participant’s Separation from Service Date occurs,
subject to the discretion of the Company and pursuant to the terms set forth in
the applicable incentive plans.  Bonus
payments shall be paid at the same time as the Salary Continuation Benefits in Article V.


 


(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 


 


8

















 


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 Account contributions that are
required during the Severance 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 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 from 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)           Equity Awards. 
The treatment of stock options, restricted stock, restricted stock units
and other outstanding equity awards will be governed by the applicable equity
award agreements and plan documents.


 


(f)            Outplacement Services. 
The Company may, in its sole and absolute discretion, pay the cost of
outplacement services for the Participant at the outplacement agency that the
Company regularly uses for such purpose; provided, however,
that the period of outplacement shall not exceed twelve (12) months from
Participant’s Separation from Service Date. 
The Company shall pay the cost of outplacement services for the
Participant for a period of up to twelve (12) months from Participant’s
Separation from Service Date at either (i) the outplacement agency that
the Company regularly uses for such purpose, or (ii) provided the Senior
Vice President — Human Resources provides prior approval, at an outplacement
agency selected by the Participant.


 


Section 4.02         Voluntary Termination; Termination for 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. 
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 


 


9

















 


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 an
inquiry that could 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.


 


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 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         Modification of Severance Benefits. 
Notwithstanding anything to the contrary contained herein, the Senior
Vice President, Human Resources (or her/his successor) shall have the
discretion (i) to modify the benefits otherwise available to a Plan
Participant under Section 4.01 as she/he deems appropriate, provided that
in no event may the exercise of such discretion result in an increase in the
benefits that would otherwise have been payable to the Participant under Section 4.01,
and/or (ii) to modify the timing of the payment of such benefits, provided
that such benefits are not otherwise subject to Code Section 409A and the
regulations promulgated thereunder.  If
benefits payable under the Plan are subject to Code Section 409A and the
regulations promulgated thereunder, the timing of such payments may not be
altered and must be paid in accordance with the terms of the Plan.


 


10

















 


ARTICLE V




METHOD AND DURATION OF SEVERANCE BENEFIT PAYMENTS


 


Section 5.01         Method of Payment. 
The Severance Benefit to which a Participant is entitled, as determined
pursuant to Section 4.01, shall be paid in accordance with normal payroll
practices over the Severance Period; provided, however, that the annual bonus
payable pursuant to Section 4.01(c)(i) shall be paid at the time set
forth in the Tyco Electronics Ltd. Executive Bonus Program.  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. 
In general, the initial payments shall be made as promptly as
practicable after the Participant’s Separation from Service Date, the execution
of the Release required under Section 3.02, and the expiration of the
required revocation period specified in the Release.  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 the completion of all payments being made, the remaining payments shall be
paid 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 Severance Benefits under this Plan are not additive or cumulative to
severance or termination benefits that a Participant might also be entitled to
receive under the terms of a written employment agreement, a severance
agreement or any other arrangement with the Employer.  As a condition of participating in the Plan,
the Eligible Employee must expressly agree that this Plan supersedes all prior
agreements, and sets forth the entire Severance Benefit the Eligible Employee
is entitled to while an Eligible Employee in the Plan.  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 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.


 


(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 


 


11

















 


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 Benefits
(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, non-competition, non-solicitation and non-disparagement
provisions of Article VI.


 


12

















 


ARTICLE VI




CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT


 


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, 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-Competition.  The
Participant acknowledges that he or she performs services of a unique nature
for the Company that are irreplaceable, and that his or her performance of such
services for a competing business will result in irreparable harm to the
Company.  Accordingly, during the
Participant’s employment with the Company or Subsidiary and for the one (1) year
period thereafter, the Participant agrees that the Participant will not,
directly or indirectly, own, manage, operate, control, be employed by (whether
as an employee, consultant, independent contractor or otherwise, and whether or
not for compensation) or render services to any person, firm, corporation or
other entity, in whatever form, engaged in any business of the same type as any
business in which the Company or any of its Subsidiaries or affiliates is
engaged on the date of termination or in which they have proposed, on or prior
to such date, to be engaged in on or after such date and in which the
Participant has been involved to any extent (other than de minimis) at any time
during the one (1) year period ending with the date of termination, in any
locale of any country in which the Company or any of its Subsidiaries conducts
business.  This Section 6.02 shall
not prevent the Participant from owning not more than one percent of the total
shares of all classes of stock outstanding of any publicly held entity engaged
in such business, nor will it restrict the Participant from rendering services
to charitable organizations, as such term is defined in section 501(c) of
the Code.


 


Section 6.03         Non-Solicitation. 
During the Participant’s employment with the Company or a Subsidiary and
for the two (2) year period thereafter, the Participant agrees that he or
she will not, directly or indirectly, individually or on behalf of any other
person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any
employee of the Company or any Subsidiary, as defined by the Company, to leave
such employment in order to accept employment with or render services to or
with any other person, firm, corporation or other entity unaffiliated with the
Company or knowingly take any action to materially assist or aid any other
person, firm, corporation or other entity in identifying or hiring any such
employee, or (ii) any customer of the Company or any Subsidiary to
purchase goods or services then sold by the 


 


13

















 


Company or any Subsidiary from another person, firm,
corporation or other entity or assist or aid any other persons or entity in
identifying or soliciting any such customer.


 


Section 6.04         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 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 6.04.


 


Section 6.05         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 6.06         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 (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.


 


(b)           The Participant agrees that the Company
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 the Company 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 


 


14

















 


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 6.07         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.


 


15














 


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, subject only to determinations
by the Named Appeals Fiduciary (as defined in Section 10.04), with respect
to denied claims for Severance Benefits. 
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 shall receive no compensation for services as
such.  However, 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).


 


16

















 


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, 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. 
No such amendment shall 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.  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.  Unless
terminated sooner by the Board or its delegate, 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.


 


17

















 


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 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.


 


18

















 


ARTICLE X




CLAIMS PROCEDURES


 


Section 10.01       Claim.  Each
Participant under this Plan may contest only the administration of the
Severance Benefits awarded by completing and filing with the Plan Administrator
a written request for review in the manner specified by the Plan
Administrator.  No appeal is permissible
as to an Eligible Employee’s eligibility for or a Participant’s amount of the
Severance Benefit, which are decisions made solely within the discretion of the
Company, and the Committee acting on behalf of the Company.  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.  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 such application
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 ninety (90) days after the receipt of the claim
for benefits.  This period may be
extended an additional ninety (90) 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 ninety (90) 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 required.


 


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.  Appeals not
timely filed shall be barred.


 


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(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 sixty (60) days of the claimant’s request for review, unless
the Names Appeals Fiduciary determines that special circumstances require 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 sixty (60) day period, and the Named Appeals Fiduciary shall have
an additional sixty (60) day period to make its determination.  The determination so rendered shall be
binding upon all parties.  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.  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 New York, New York (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 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


 


20

















 


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.


 


21

















 


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
to the Company 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.


 


Section 11.05       No Mitigation.  Except as
otherwise provided in Section 4.04, Participant 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 re-employed by the
Company as an Employee, in which case Severance Benefits shall cease on the
date of the Participant’s re-employment.


 


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.


 


22

















 


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       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 11.13       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 11.14       Controlling Law.  This Plan
shall be construed and enforced according to the laws of the State of New York
to the extent not superseded by Federal law.


 


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SCHEDULE
A


 


SEVERANCE
BENEFITS


 




	
  Chief Executive Officer

  	
   

  	
  24 months of pay

  
	
   

  	
   

  	
   

  
	
  Other Section 16-b Officers who are CEO Direct
  Reports

  	
   

  	
  18 months of pay

  
	
   

  	
   

  	
   

  
	
  All other Section 16-b Officers and Band 1 and
  2 employees

  	
   

  	
  12 months of pay.

  






 


A-1