ex10-8.htm


    
      
        

      

    

    EXHIBIT
10.8

     

    SEVERANCE
PAY PLAN

     

    FOR
ELIGIBLE EMPLOYEES

     

    OF
BENEFICIAL MUTUAL BANCORP, INC.

     

     

    AMENDED
AND RESTATED EFFECTIVE MARCH 9, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  I.

                	
                  INTRODUCTION

                


        

      

    

     

              The
purpose of this restated Severance Pay Plan for Eligible Employees of Beneficial
Mutual Bancorp, Inc. (“Plan”) is to provide guidelines pursuant to which the
Sponsor (defined below), in its sole discretion, may make severance payments to
Employees who meet the eligibility requirements (described below) when they are
permanently terminated without cause from their active employment with the
Sponsor because of a Qualifying Event (defined below).

     

              The
Plan is an unfunded plan which means that benefits under the Plan are paid from
the general assets of the Sponsor. The rights of any person who terminated
employment before the effective date of this Plan, including his or her
eligibility for any severance benefits and the time and form in which benefits,
if any, will be paid, shall be determined solely under the terms of the
severance plan or policy, if any, in effect on the date of his or her
termination of employment and not under this Plan.

    
      
        	 
      	 
      
	
                II.

              	
                PURPOSE
      OF THIS DOCUMENT

              


      

    

     

              This
document is a statement of the Plan, as prescribed by the Employee Retirement
Income Security Act of 1974 (ERISA), and is also intended to satisfy the
requirements for a summary plan description under ERISA. ERISA is a body of law
enacted by Congress to safeguard your interests and those of your beneficiaries.
ERISA does not require an employer to provide benefits; however, it does give
you a number of rights when you participate in certain benefit plans. This
document explains whether you are eligible to receive benefits under the Plan,
the amount of benefits you may receive, your rights under ERISA and various
other administrative information.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

              The
provisions of the Plan as described in this document are effective for those
eligible Employees (as defined below) whose Termination Date is on or after the
Effective Date. The Effective Date of this restatement is March 9, 2009, and
Eligible Employees who are terminated on or after that date shall have his or
her benefits (if any) determined according to the terms of this Restatement. Any
Eligible Employee who was terminated prior to such date shall have his or her
benefits (if any) determined under the terms of the Plan then in
effect.

    
      
        	 
      	 
      
	
                III.

              	
                DEFINITIONS

              


      

    

     

              “Benefits Committee” means the
Compensation Committee of the Board of Directors.

     

              “Board of Directors” is the
Board of Directors of Beneficial Mutual Bancorp, Inc.

     

              
“Effective Date” of this
restatement of the Plan is March 9, 2009. The original effective date was
October 12, 2007.

     

              “Employee” or “you” means a person who, after the
Effective Date, is employed by the Sponsor on his or her Termination Date, on a
full-time, regular and continuing basis. Notwithstanding anything herein to the
contrary, the term “Employee” shall not include any person who is classified by
the Sponsor as an independent contractor or leased employee. Any such person who
is subsequently reclassified by a court of law or regulatory body as a common
law employee of the Sponsor nevertheless shall not be an Employee eligible under
this Plan.

     

              “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

              “Notice of Involuntary
Termination” is any formal notification by an authorized officer of the
Sponsor or any Company, or such person’s designee, in writing or by any other
means that is in accordance with the ordinary business practice of the Sponsor
or such Company, of the  intent of the Sponsor or such Company to
terminate your employment without cause. A Notice of Involuntary Termination may
be amended by the Sponsor or any Company to change your Termination Date, if
business needs so require. A Notice of Involuntary Termination does not include
any communication received by you in connection with a termination of your
employment due to your (i) voluntary decision to terminate your employment for
any reason, (ii) retirement before you become eligible for Severance Benefits,
(iii) dismissal for cause, as determined by the Sponsor or any Company, in its
sole discretion, due to your improper, disloyal, or unlawful actions, or due to
unsatisfactory performance or violation of any confidentiality obligation to the
Sponsor or any Company, or (iv) failure to comply with any rule, policy or
procedure of the Sponsor or any Company.

     

              “Pay”
means your base salary or wages, at your stated weekly, bi-weekly or annual rate
as of your Termination Date. “Pay” does not include overtime pay, bonuses of any
kind, incentive pay, commission pay or any other remuneration. A “Week of Pay” shall be calculated in accordance
with the Sponsor’s regular payroll practices and procedures.

     

              “Plan”
means the Severance Pay Plan for Eligible Employees of Beneficial Mutual
Bancorp, Inc. as set forth herein and as amended from time to time.

     

              “Plan
Administrator” means, for the purposes of this Plan, the Benefits
Committee.

     

              “Qualifying
Event” means an event for which an eligible Employee is entitled to a
Severance Benefit in accordance with the terms of this Plan. A “Qualifying
Event” is an involuntary termination of employment which occurs because of or in
connection with a reduction in force, business reorganization or job
elimination. The Benefits Committee shall determine, in its sole discretion,
whether and when a Qualifying Event has occurred and its determination shall be
final.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

              “Severance
Benefit” is the benefit provided to an eligible Employee pursuant to the
Plan terms. Severance Benefits are described in Section V and the Appendix to
the Plan that applies to the eligible Employee.

     

              “Sponsor”
means Beneficial Mutual Bancorp, Inc.

     

              “Termination
Date” means the date upon which your employment with the Sponsor is
terminated without cause by the Sponsor as a result of a Qualifying
Event.

     

              “Years
of Service” means full years of continuous employment up to and including
your Termination Date. In determining a Participant’s Years of Service,
Participants who have at least one full Year of Service with the Company will
also be credited with a partial Year of Service for any calendar year in which
the Eligible Employee was an Employee of the Company for a portion of the
calendar year. A partial Year of Service credited to an Eligible Employee shall
be equal to a fraction calculated in accordance with the following
formula:

     

              Number of days in the
calendar year the individual was an employee of the Company

     

    365

    
      
        	 
      	 
      
	
                IV.

              	
                ELIGIBILITY

              


      

    

     

              As
an Employee you shall be eligible to receive a Severance Benefit if and only if
all of the following conditions are met:

    
      
        
          	 
      	 
      	 
      
	 
      	
                  (1)          You
      have been employed by the Sponsor for at least one full Year of Service as
      of your Termination Date.

                	 
      
	 
      	 
      	 
      
	 
      	
                  (2)          The
      Benefits Committee determines, in its sole discretion, that a Qualifying
      Event has occurred;

                	 
      


        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    (3)          You
      are an Employee of the Sponsor after the Effective Date of the
      Plan;

                  	 
      
	 
      	 
      	 
      
	 
      	
                    (4)         Your
      employment with the Sponsor is involuntarily and permanently terminated
      without cause as a result of a Qualifying Event while the Plan remains in
      effect, and your employment is not terminated before you become eligible
      for Severance Benefits due to your retirement, resignation, death, or
      permanent or temporary disability;

                  	 
      
	 
      	 
      	 
      
	 
      	
                    (5)         You
      are not terminated for “cause”, as determined in the sole discretion of
      the Sponsor, including but not limited to for failure to satisfactorily
      perform assigned duties, absenteeism or tardiness, insubordination,
      dishonesty, theft, fraud, misappropriation or misuse of Sponsor property,
      disclosure of trade secrets, confidential or proprietary information to
      other persons, willful misconduct, harassment, any unethical,
      inappropriate or illegal behavior or activity, or violation of any
      confidentiality obligation to the Sponsor; or the failure to comply with
      the Sponsor’s rules, policies or procedures, which currently exist or
      which are hereafter adopted;

                  	 
      
	 
      	 
      	 
      
	 
      	
                    (6)          You
      do not receive and are not eligible to receive severance pay or any
      severance payment from the Sponsor in connection with the cessation of
      your employment with the Sponsor other than the Severance Benefit
      available pursuant to this Plan;

                  	 
      
	 
      	 
      	 
      
	 
      	
                    (7)          You
      do not receive and are not eligible to receive any payment pursuant to any
      contract between you and the Sponsor, in connection with the cessation of
      your employment with the Sponsor;

                  	 
      
	 
      	 
      	 
      
	 
      	
                    (8)          You
      have returned or promptly will return all Sponsor property, submitted all
      travel, expense and other such reports, and have paid to the Sponsor any
      amounts that are due;

                  	 
      
	 
      	 
      	 
      
	 
      	
                    (9)          The
      Sponsor has not determined that you, either prior or subsequent to the
      termination of your employment, have (i) misappropriated or improperly
      used or disclosed trade secrets, confidential or proprietary information
      of the Sponsor, or (ii) failed to comply with any contractual obligations
      to the Sponsor;

                  	 
      
	 
      	 
      	 
      
	 
      	
                    (10)          You
      remain in the Sponsor’s employ until the date established by the Sponsor
      for your involuntary termination or until a mutually agreed-upon release
      date and you maintain a satisfactory or better job
      performance;

                  	 
      
	 
      	 
      	 
      
	 
      	
                    (11)          You
      do not refuse to accept any offer of a transfer to a position with the
      Sponsor which (i) is comparable to the position currently held by you in
      duties and pay terms, (ii) reasonably fits your skills and experience, and
      (iii) provides a similar work schedule, each as determined by the Sponsor
      in its sole discretion; and

                  	 
      


          

        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    (12)          You
      do not refuse to accept any offer of employment with a buyer of all or
      substantially all of the stock or assets of the Sponsor which (i) is
      comparable to the position currently held by you in duties and pay terms,
      (ii) reasonably fits your skills and experience, and (iii) provides a
      similar work schedule, each as determined by the Sponsor in its sole
      discretion.

                  	 
      


          

        

      

    

     

              Eligibility
is determined in the sole discretion of the Benefits Committee under this Plan
and is subject to revocation at any time prior to your receipt of any or all
Severance Benefits due you if the Benefits Committee determines that you no
longer meet the eligibility requirements set forth above. If eligibility is
revoked, you will be required to return any Severance Benefit previously
provided to you and you will not be eligible for any Severance Benefit that has
not been paid or provided as of the date your eligibility is
revoked.

     

    When
Participation Begins

     

              If
you are an eligible Employee, you will become a participant in the Plan when you
have both (i) received a Notice of Involuntary Termination of your employment
with the Sponsor or a Company, and (ii) executed and provided to the Sponsor
within the time period specified by the Sponsor a severance agreement and
general release in favor of the Sponsor in a form satisfactory to the
Sponsor.

     

    When
Participation Ends

     

              Your
participation in the Plan will end on the earliest of the date (i) you
voluntarily terminate your employment for any reason, if prior to your
Termination Date, (ii) you have received your entire Severance Benefit under the
Plan, (iii) you have timely revoked the general release within the specified
time period, or (iv) the Benefits Committee has revoked your eligibility as
described above.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  V.

                	
                  SEVERANCE
      BENEFIT

                


        

      

    

     

              When
the Benefits Committee determines that a Qualifying Event has occurred, the
Benefits Committee will then determine those Employees who are eligible and if
eligible Employees are to receive a Severance Benefit and, if so, the nature and
amount of the Severance Benefit to be provided to eligible Employees affected by
the Qualifying Event. The Benefits Committee retains sole and final discretion
in determining the nature and amount of the Severance Benefit.

     

              The
Benefits Committee shall notify in writing each eligible Employee who becomes a
participant in the Plan of the nature and amount of the Severance Benefit to
which such eligible Employee is entitled, by delivery of this Summary Plan
Description and an appropriate appendix which shall describe the manner in which
such benefits are to be calculated. All determinations by the Benefits Committee
shall be final and binding on all parties.

     

    Distribution
of Severance Benefits

     

              Severance
Benefits are paid from the general assets of the Sponsor. Subject to the terms
of the severance agreement and general release executed pursuant to the Plan and
the Benefits Committee’s right to revoke eligibility for Severance Benefits as
described under Article IV above, such payments shall be paid in accordance with
the Sponsor’s regular payroll schedule, shall commence as soon as practicable
following the eligible Employee’s Termination Date and continue until the entire
Severance Benefit is paid. Notwithstanding the foregoing, the Sponsor reserves
the right to pay Severance Benefits in a single lump sum payment, which shall be
paid no later than March 15 of the year following the year in which the
Employee’s termination date occurs. In the event an Eligible Employee is
eligible for benefits which exceed two times the limitation described in Section
401(a)(17) of the Internal Revenue Code (in 2009, this amount would total
$490,000), the amount of such benefits in excess of such amount shall be paid in
a lump sum on or prior to March 15 of the year which next follows the year in
which the Termination Date occurs. The remaining payments shall be paid out as
described elsewhere in this Plan.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

              Severance
Benefits shall be paid to an eligible Employee’s estate if he or she dies before
the entire amount due hereunder is paid in the same form and on the same dates
as would have been otherwise paid to the Employee.

     

              Notwithstanding
anything herein to the contrary, an eligible Employee will not receive a
Severance Benefit until and unless he or she duly executes and provides to the
Sponsor, within the time period specified by the Sponsor, a severance agreement
and general release in a form satisfactory to the Sponsor that applies to all
claims that the eligible Employee may have against the Sponsor, and which is not
revoked in a timely manner, if a revocation provision is included. In the event
such release has not become irrevocable by the date on which any amount must be
paid (for example, any lump sum described in the first paragraph of this
Section), such amount shall be forfeited.

    
      
        	 
      	 
      
	
                VI.

              	
                TAXATION

              


      

    

     

              The
Severance Benefit received under the Plan generally will be taxable as ordinary
wages or salary and will, to the extent required by law, be subject to all
federal, state and local withholding and reported as such on an Internal Revenue
Service Form W-2 issued to you and sent to the IRS for the year in which the
Severance Benefit is paid. You must report the Severance Benefit paid to you
under the Plan on your federal, state and local income tax returns for the year
in which you receive the Severance Benefit.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

              The
Sponsor shall have the right to take such action as it deems necessary or
appropriate to satisfy any requirements under Federal, state or other laws to
withhold or to make deductions from any benefits payable under the
Plan.

    
      
        	 
      	 
      
	
                VII.

              	
                ADMINISTRATIVE
      INFORMATION

              


      

    

     

    Plan
Administrator and Plan Administration

     

              The
Plan Administrator is the Benefits
Committee, which shall have complete authority to prescribe, amend and rescind
rules and regulations relating to the Plan. The Benefits Committee may allocate
and assign any of its responsibilities and duties for the operation and
administration of the Plan to such other persons as it determines are
appropriate.

     

              The
determinations by the Benefits Committee on the matters referred to such
Committee shall be conclusive. The Benefits Committee shall have full
discretionary authority, the maximum discretion allowed by the law, to
administer, interpret and apply the terms of this Plan, and determine any and
all questions or disputes hereunder, including but not limited to eligibility
for benefits and the amount of benefits due.

     

              The
Plan Administrator may be contacted at:

    
      
        	 
      	 
      
	 
      	
                Benefits
      Committee

              
	 
      	
                c/o
      Cecile C. Colonna

              
	 
      	
                Human
      Resources Department Manager

              
	 
      	
                Beneficial
      Mutual Bancorp, Inc.

              
	 
      	
                530
      Walnut Street

              
	 
      	
                Philadelphia,
      PA 19106

              
	 
      	
                (215)
      864-6094

              


      

    

     

    Plan
Modification or Termination

     

              The
Plan may be modified, amended or terminated at any time by the Board of
Directors or its designee, with or without notice. Any such modification,
amendment or termination shall be effective at such date as the Board of
Directors or its designee may determine.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

              Notwithstanding
any termination of the Plan, all eligible Employees who have become entitled to
receive Severance Benefits before such date of termination pursuant to the Plan
shall continue to receive Severance Benefits under the terms and conditions of
the Plan. The Benefits Committee retains authority to administer the Plan until
all Benefits are paid and claims resolved.

     

    Agent
for Service of Legal Process

     

              Service
of legal process may be made to Cecile C. Colonna, Human Resources Department
Manager, at the address given below for the Sponsor. Service of legal process
may also be made on the Plan Administrator at the address given
above.

     

    Plan
Information

     

              The
Plan is identified by the following official names and information:

    
      
        	 
      	 
      
	 
      	
                The
      Employer/Plan Sponsor
      is:

              
	 
      	 
      
	 
      	
                Beneficial
      Mutual Bancorp, Inc.

              
	 
      	
                530
      Walnut Street

              
	 
      	
                Philadelphia,
      PA 19106

              
	 
      	
                (215)
      864-6094

              
	 
      	 
      
	 
      	
                Employer
      Identification Number (EIN): 23-0400690

              
	 
      	 
      
	 
      	
                Plan
      Name: Severance Pay Plan for Eligible Employees of Beneficial Mutual
      Bancorp, Inc.

              
	 
      	 
      
	 
      	
                Plan
      Number: 507

              


      

    

     

    Effective
Date

     

              The
original Effective Date of this Plan is October 11, 2007. The Effective Date of
this restatement is March 9, 2009.

     

    Plan
Year

     

              The
Plan’s Year for purposes of maintaining the records of the Plan is the calendar
year.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    Governing
Law

     

              The
Plan and all rights thereunder shall be governed by the laws of the Commonwealth
of Pennsylvania, except to the extent preempted by ERISA. This Plan is intended
to be exempt from or comply with Internal Revenue Code Section 409A, and no
provision of this Plan shall be interpreted to violate such
Section.

     

    Type
of Plan and Funding

     

              The
Plan is a severance pay plan which is intended to constitute an employee welfare
benefit plan under ERISA and is not a qualified plan under the Internal Revenue
Code. The Plan is unfunded. As an unfunded plan all benefits are paid from the
general assets of the Sponsor. No funds are set aside or held in trust to secure
the benefits offered to eligible Employees under the Plan.

    
      
        	 
      	 
      
	
                VIII.

              	
                MISCELLANEOUS

              


      

    

     

    Plan
Not a Contract of Employment

     

              Nothing
in this Plan document or in any related instrument shall be deemed to give any
Employee the right to be retained in the employ of the Sponsor or to interfere
with the right of the Sponsor to discharge him or her at any time, with or
without cause.

     

    No
Assignment of Benefits

     

              No
eligible Employee may, except as otherwise required by law, sell, assign,
transfer, convey, hypothecate, encumber, anticipate, pledge, or otherwise
dispose of any interest in this Plan; and any attempt to do so shall be void. No
Severance Benefit payable under the Plan shall, prior to receipt thereof, be
subject to the debts, contracts, liabilities, or engagements of any Employee.
Nothing in the Plan shall impede the Sponsor from recovering directly from an
Employee or by offset against payments being made to the Employee, any payments
to which he or she was not entitled under the Plan.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    IX.

                  	
                    CLAIMS
      PROCEDURE

                  


          

        

      

    

     

              Your
benefit under the Plan will be paid to you as a matter of course; accordingly,
there is no need to file a claim for your benefit with the Plan Administrator
other than completing any administrative forms which may be required by the Plan
Administrator, as well as the severance agreement and general release prescribed
by the Sponsor. As soon as is practicable following your receipt of a Notice of
Involuntary Termination, you will be notified of the nature and amount of your
benefit under the Plan.

     

              If
you dispute the amount of your benefit, you may file a claim with the Plan
Administrator. Benefit claim determinations will be made in accordance with the
terms of the Plan and any administrative procedures adopted under the
Plan.

     

              A
request for Plan benefits will be considered a claim for Plan benefits, and it
will be subject to a full and fair review. If your claim is wholly or partially
denied, the Plan Administrator will furnish you with a written notice of this
denial. This written notice must be provided to you within 90-days after the
receipt of your claim by Plan Administrator. In certain circumstances the Plan
Administrator may take an additional 90-days to make its decision if it notifies
you prior to the expiration of the initial 90-day period that it needs this
time, the reasons for this extension and the date by which it expects to render
its benefit determination. You may, but are not obligated to, agree to any other
extension of time for a decision on your claim. The period of time within which
a benefit determination is required to be made will begin at the time a claim is
filed, without regard to whether all the information necessary to make a benefit
determination accompanies the filing.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

              A
written notice of denial of your benefit claim will contain the following
information:

    
      
        
          
            	 
      	 
      	 
      
	 
      	
                    •

                  	
                    the
      specific reason or reasons for the adverse
  determination;

                  
	 
      	 
      	 
      
	 
      	
                    •

                  	
                    specific
      reference to those Plan provisions on which the denial is
      based;

                  
	 
      	 
      	 
      
	 
      	
                    •           a
      description of any additional information or material necessary to correct
      your claim and an explanation of why such material or information is
      necessary; and

                  
	 
      	 
      	 
      
	 
      	
                    •           a
      description of the Plan’s review procedures and the time limits applicable
      to such procedures, including a statement of your or your beneficiary’s
      right to file a suit under section 502(a) of ERISA following an adverse
      benefit determination on
review.

                  


          

        

      

    

     

              If
your claim has been denied, and you wish to submit your claim for review, you
must follow the “Claims Appeal Procedure” described below in this
Article.

     

    Claims
Appeal Procedure

     

              If
your claim for benefits is denied, you or your duly authorized representative
may file an appeal of the adverse determination with the Plan Administrator
which will review your claim and the initial adverse determination. You or your
duly authorized representative must file your appeal of the denial within 60
days after you receive notification that your benefit claim is denied. You will
have the opportunity to submit written comments, documents, records, and other
information relating to the claim for benefits. In addition, you will be
provided, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to your claim for
benefits. A document, record, or other information will be considered “relevant”
to a claim if such document, record, or other information (i) was relied upon in
making the benefit determination; (ii) was submitted, considered, or generated
in the course of making the benefit determination, without regard to whether
such document, record, or other information was relied upon in making the
benefit determination; or (iii) demonstrates compliance with administrative
processes and safeguards, to the extent required by regulations and other
guidance of general applicability issued by the Department of
Labor.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

              In
its review the Plan Administrator will take into account all comments,
documents, records, and other information submitted relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination.

     

              The
Plan Administrator will review your claim within 60 days after the Plan
Administrator’s receipt of your written request for review of your claim. There
may be special circumstances when this 60-day period may be extended by the Plan
Administrator to up to 120 days after receipt by the Plan Administrator of your
request for review of your claim. You will receive advance written notice of an
extension of the 60-day review period prior to the expiration of the initial
60-day period which will state the reasons for this extension and the date by
which the Plan Administrator expects to render its benefit determination. You
may, but are not obligated to, agree to any other extension of time for a
decision on your appealed claim. The period of time within which a benefit
determination on review is required to be made will begin at the time an appeal
is filed, without regard to whether all the information necessary to make a
benefit determination on review accompanies the filing. In the event that the
review period is extended due to your failure to submit information necessary to
decide a claim, the period for making the benefit determination on review will
be suspended from the date on which the notification of the extension is sent to
you until the earlier of 45 days from the date of such notification or the date
on which you respond to the request for additional information. If you do not
provide the requested information, your claim may be denied on appeal. The Plan
Administrator will provide you with written or electronic notice of its decision
on your appealed claim.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

              If
your claim is denied on appeal, the Plan Administrator’s decision on your claim
on appeal will be communicated to you in writing and will contain (i) the
specific reason or reasons for the adverse determination; (ii) reference to the
specific Plan provisions on which the benefit determination is based; (iii) a
statement that you are entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information relevant to your claim for benefits; and (iv) a statement describing
your right to file a law suit under section 502(a) of ERISA.

    
      
        	 
      	 
      
	
                X.

              	
                YOUR
      RIGHTS UNDER ERISA

              


      

    

     

    Your
ERISA Rights

     

              As
a participant in the Plan you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA
provides that all plan participants shall be entitled to:

     

    Receive
Information About Your Plan and Benefits

     

              Examine,
without charge, at the Plan Administrator’s office, all documents governing the
Plan, including a copy of the latest annual report (Form 5500 Series) filed by
the Plan with the U.S. Department of Labor and available at the Public
Disclosure Room of the Employee Benefits Security Administration.

     

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


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    Prudent
Actions by Plan Fiduciaries

     

              In
addition to creating rights for Plan participants, ERISA imposes duties upon the
people who are responsible for the operation of the employee benefit Plan. The
people who operate your plan, called “fiduciaries” of the Plan, have a duty to
do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your employer, or any other person, may fire
you or otherwise discriminate against you in any way to prevent you from
obtaining a benefit or exercising your rights under ERISA.

     

    Enforce
Your Rights

     

              If
your claim for a benefit is denied or ignored, in whole or in part, you have a
right to know why this was done, to obtain copies of documents relating to the
decision without charge, and to appeal any denial, all within certain time
schedules.

     

              Under
ERISA, there are steps you can take to enforce the above rights. For instance,
if you request a copy of Plan documents or the latest annual report from the
Plan and do not receive them within 30 days, you may file suit in a Federal
court. In such a case, the court may require the Plan Administrator to provide
the materials and pay you up to $110 a day until you receive the materials,
unless the materials were not sent because of reasons beyond the control of the
Administrator. If you have a claim for benefits which is denied or ignored, in
whole or in part, you may file suit in a state or Federal court, after following
the claims and appeals process described above in Section IX entitled “CLAIMS
PROCEDURE.” If it should happen you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or you may
file suit in a Federal court. The court will decide who should pay court costs
and legal fees. If you are successful the court may order the person you have
sued to pay these costs and fees. If you lose, the court may order you to pay
these costs and fees, for example, if it finds your claim is
frivolous.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    Assistance
with Your Questions

     

              If
you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, or if you need assistance in obtaining documents from the
Plan Administrator, you should contact the nearest office of the Employee
Benefits Security Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security
Administration.

     

              The
above statement of your ERISA rights was created by the U.S. Department of Labor
and is required by law. By including the statement of your ERISA rights, the
Plan Administrator, the Sponsor, each Company, the Plan fiduciaries and their
agents make no representation about the legal accuracy of its content. The
statement of your ERISA rights should in no way be construed as legal
advice.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    APPENDIX
A

     

    SEVERANCE
BENEFITS

     

    I.          The
Severance Benefit will be 2 Weeks of Pay per Year of Service, up to a maximum of
52 Weeks of Pay. Eligible Employees will receive a pro rata portion of two weeks
of pay for any partial year of service. Eligible Employees at the level of Vice
President and above will receive a minimum Severance Benefit of 26 Weeks of
Pay.

     

    II.          Eligible
Employees who elect COBRA continuation coverage and who are entitled to benefits
under the Health Insurance Assistance for the Unemployed Act of 2009 (“the Act”)
may take advantage of the benefits provided for in the Act, which generally
include a subsidy of 65% of the COBRA premium for a period of nine months,
unless the employee becomes eligible for other coverage or ceases to pay his or
her portion of the COBRA premium. If an eligible Employee’s Severance Benefit
period lasts for a period longer than the eligible Employee’s COBRA benefit
subsidy would continue under the Act, and if the eligible Employee has not
become eligible for other coverage or has not ceased to pay his/her portion of
the COBRA premium, the Sponsor will provide such eligible Employee with a COBRA
subsidy of 65% of the COBRA premium for the balance of the Severance Benefit
period. If an Employee is completely ineligible for benefits under the Act, but
elects COBRA continuation coverage, the Sponsor will provide such Employee with
a COBRA subsidy of 65% of the COBRA premium for the Severance Benefit
period.