Exhibit
10.4


 


 


TYCO
INTERNATIONAL (US) INC.


 


SEVERANCE
PLAN FOR U.S. OFFICERS AND EXECUTIVES


 


 


April 1, 2005


 





















 


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

  
	
   

  	
   

  	
   

  
	
  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”

  	
  2

  
	
   

  	
   

  	
   

  
	
  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

  	
  “Notice Pay”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.18

  	
  “Officer”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.19

  	
  “Participant”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.20

  	
  “Permanent Disability”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.21

  	
  “Plan”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.22

  	
  “Plan Administrator”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.23

  	
  “Release”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.24

  	
  “Service”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.25

  	
  “Severance Benefit”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.26

  	
  “Severance Period”

  	
  4

  
				



 


i





















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 2.27

  	
  “Subsidiary”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.28

  	
  “Termination Date”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.29

  	
  “Voluntary Termination”

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PARTICIPATION AND ELIGIBILITY FOR BENEFITS

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Participation

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 3.02

  	
  Conditions

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DETERMINATION OF SEVERANCE BENEFITS

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Amount of Severance Benefits Upon
  Involuntary Termination

  	
  7

  
	
   

  	
   

  	
   

  
	
  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

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 4.05

  	
  Modification of
  Severance Benefits

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  METHOD AND DURATION OF SEVERANCE BENEFIT
  PAYMENTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Method of Payment

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 5.02

  	
  Other Arrangements

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 5.03

  	
  Termination of Eligibility for Benefits

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  CONFIDENTIALITY, COVENANT NOT TO COMPETE AND
  NOT TO SOLICIT

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Confidential Information

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.02

  	
  Non-Competition

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.03

  	
  Non-Solicitation

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.04

  	
  Non-Disparagement

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 6.05

  	
  Reasonableness

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 6.06

  	
  Equitable Relief

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 6.07

  	
  Survival of Provisions

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  THE PLAN ADMINISTRATOR

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Authority and Duties

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 7.02

  	
  Compensation of the Plan Administrator

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 7.03

  	
  Records, Reporting and Disclosure

  	
  14

  
				



 


ii





















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  AMENDMENT, TERMINATION AND DURATION

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Amendment, Suspension and Termination

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 8.02

  	
  Duration

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  DUTIES OF THE COMPANY AND THE COMMITTEE

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Records

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 9.02

  	
  Payment

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 9.03

  	
  Discretion

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  CLAIMS PROCEDURES

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Claim

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.02

  	
  Initial Claim

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.03

  	
  Appeals of Denied Administrative Claims

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.04

  	
  Appointment of the Named Appeals
  Fiduciary

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 10.05

  	
  Arbitration; Expenses

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Nonalienation of Benefits

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.02

  	
  Notices

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.03

  	
  Successors

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.04

  	
  Other Payments

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.05

  	
  No Mitigation

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.06

  	
  No Contract of Employment

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.07

  	
  Severability of Provisions

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.08

  	
  Heirs, Assigns, and Personal Representatives

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.09

  	
  Headings and Captions

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.10

  	
  Gender and Number

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.11

  	
  Unfunded Plan

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.12

  	
  Payments to Incompetent Persons

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.13

  	
  Lost Payees

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.14

  	
  Controlling Law

  	
  20

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A SEVERANCE BENEFITS

  	
  A-1

  
				



 


iii





















 


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.


 





















 


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
Termination 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.


 


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


 


Section 2.08         “Committee”
shall mean the Compensation and Human Resources 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.


 


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


 


2





















 


Section 2.10         “Effective
Date” shall mean January 1, 2004.


 


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 International Ltd. shall make the
determination.


 


Section 2.12         “Employee”
shall mean an individual employed by Tyco International Ltd. or a Subsidiary as
a common law employee on the United States payroll of Tyco International 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
regulations thereunder.


 


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


 


Section 2.16         “Involuntary
Termination” shall mean a termination of the Participant initiated by the
Company or a Subsidiary for any reason other than Cause, Permanent Disability
or death, as provided under and subject to the conditions of Article III.


 


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


 


Section 2.18         “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).


 


Section 2.19         “Participant”
shall mean any Eligible Employee who meets the requirements of Article III and
thereby becomes eligible for salary continuation and other benefits under the
Plan.


 


Section 2.20         “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.


 


3





















 


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


 


Section 2.22         “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
International 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 2.23         “Release”
shall mean the Separation of Employment Agreement and General Release, as
provided by the Company.


 


Section 2.24         “Service”
shall mean the total number of years and completed months the Participant was
an Employee of the Company.  Service with
any predecessor employer or with a Subsidiary prior to the Subsidiary’s
becoming part of the Company shall be recognized only to the extent specified
in the merger or acquisition documentation relating to the Subsidiary.  Periods of authorized leave of absence, such
as military leave, will be included in Service only to the extent required by
applicable law.  Any period of employment
with the Company, a Subsidiary, or a predecessor employer for which an Eligible
Employee previously received severance benefits, shall be excluded from
Service.


 


Section 2.25         “Severance
Benefit” shall mean the salary continuation amounts and other benefits that
a Participant is eligible to receive pursuant to Article IV of the Plan.


 


Section 2.26         “Severance
Period” shall mean the period during which a Participant is receiving
Severance Benefits under this Plan.


 


Section 2.27         “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, and (iii) any employer that is required to be aggregated with the
Company pursuant to section 414 of the Internal Revenue Code of 1986, as
amended, and regulations issued thereunder.


 


Section 2.28         “Termination
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.


 


Section 2.29         “Voluntary
Termination” shall mean any retirement or termination of employment that is
not initiated by the Company or any Subsidiary.


 


4





















 


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 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 (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) 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 Committee 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 Committee 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 of the date the
written notice is sent.  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 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;


 


5





















 


(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 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


 


(ix)           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, including execution of a Release.


 


6





















 


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.


 


(b)           Salary Continuation Benefits.  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.


 


(c)           Bonus.


 


(i)            Participant may be eligible for a
cash payment equal to his or her pro rated annual bonus for the year in which
Participant’s Termination Date occurs, subject to the discretion of the Company
and pursuant to the terms set forth in the applicable incentive plans.


 


(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) or, in the sole
discretion of the Plan Administrator, may be paid to the Participant in a single
lump sum in lieu of payment over the Severance Period.  The bonus payment shall be paid at the same
time as the Salary Continuation Benefits.


 


(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


 


7





















 


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 Severance Period (the “COBRA
Continuation 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.  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 Termination Date shall continue to vest as scheduled during the
twelve (12) month period after Participant’s Termination Date, unless the
Participant’s option agreement covering such options provides for more
favorable vesting treatment.  All vested
outstanding stock options held by Participant 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 Termination Date.  In no event, however, shall an option be
exercisable beyond its original term.


 


(f)            Restricted Stock.


 


(i)            Restricted Stock.  All unvested restricted stock and restricted
stock units held by the Participant as of his or her Termination Date shall be
forfeited as of the Termination Date.


 


(g)           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 Termination 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 Termination 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.


 


(h)           In the event that provision of any of
the benefits in (d) above, would adversely affect the tax status of the
applicable plan or benefits, the Company, in its sole discretion, may elect to
pay to the Participant cash in lieu of such coverage in an amount equal to the
Company’s premium or average cost of providing such coverage.


 


8





















 


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 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 Termination 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.  If the Company has
offset other payments owed to the Eligible Employee under any other plan or
program, it may, in its sole discretion, waive its repayment right solely with
respect to the amount of the offset so credited.


 


Section 4.04         Reduction of Severance
Benefits.  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.


 


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 to modify the benefits otherwise available to a Plan Participant
under Section 4.01 or the timing of such benefits 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.


 


9





















 


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 or from a
supplemental unemployment benefits trust. 
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 Termination 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.


 


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         Termination of
Eligibility for Benefits.


 


(a)           All Eligible Employees shall cease to
be eligible to participate in the Plan, and all Severance Benefit payments 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
payments and to recover 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.


 


10





















 


ARTICLE VI




CONFIDENTIALITY, COVENANT
NOT TO COMPETE AND NOT TO SOLICIT


 


Section 6.01         Confidential Information.  The Eligible Employee 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 Eligible
Employee’s assigned duties and for the benefit of the Company, either during
the period of the Eligible Employee’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 Eligible Employee during the Eligible
Employee’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 Eligible
Employee; (ii) becomes known to the public subsequent to disclosure to the
Eligible Employee through no wrongful act of the Eligible Employee or any
representative of the Eligible Employee; or (iii) the Eligible Employee is
required to disclose by applicable law, regulation or legal process (provided
that the Eligible Employee 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 Eligible Employee’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 Eligible Employee’s employment
with the Company or a Subsidiary and for the two (2) year period thereafter,
the Eligible Employee 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)


 


11





















 


any customer of the
Company or any Subsidiary to purchase goods or services then sold by the
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 Eligible Employee 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
Eligible Employee 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 Eligible Employee represents that his or her experience and
capabilities are such that the restrictions contained in this Article VI will
not prevent the Eligible Employee from obtaining employment or otherwise
earning a living at the same general level of economic benefit as is currently
the case.  The Eligible Employee 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 Eligible Employee 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 Eligible Employee 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


 


12





















 


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


 


13





















 


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).


 


14





















 


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 delegee 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.


 


Section 8.02         Duration.  Unless terminated sooner by the Board or its
delegee, 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.


 


15





















 


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
or from a supplemental unemployment benefits trust, in accordance with the
terms of the Plan, as directed by the Committee.


 


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.


 


16





















 


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 a Participant’s eligibility for or 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 the terminated Participant or interested
person 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 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.


 


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.


 


(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.


 


17





















 


(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.


 


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 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.


 


18





















 


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
4.01(d) and 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 Company, in which case
Severance Benefits shall cease.


 


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.


 


19





















 


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.


 


20





















 


SCHEDULE A


 


SEVERANCE
BENEFITS


 




	
  Section 16 Officers

  	
  24 months of pay

  
	
   

  	
   

  
	
  Presidents of businesses whose annual revenue is $2 billion or
  more

  	
  18 months of pay

  
	
   

  	
   

  
	
  All other Band 1 and 2 employees

  	
  12 months of pay.

  






 


Notwithstanding
the foregoing, for Participants whose benefit is provided pursuant to a
supplemental unemployment benefits trust – cash Severance Benefits shall be
paid for the period of time set forth under the plan, with the trust being the
exclusive source of all salary continuation other than Notice Pay.


 


A-1