Exhibit.10.8


 


IKARIA HOLDINGS, INC. 

AMENDED AND RESTATED 

SEVERANCE PAY PLAN


 


 


Effective March 1, 2010


 


Amended and Restated May 5, 2010


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1 DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
   

  	
  2

  
	
  1.2

  	
  Construction

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 ELIGIBILITY

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Eligibility for Severance Benefits

  	
   

  	
  3

  
	
  2.2

  	
  Circumstances in Which No Severance Benefits Will Be Paid

  	
   

  	
  3

  
	
  2.3

  	
  Leased Employees

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 SEVERANCE PAYMENTS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
  Payment of Severance Amount

  	
   

  	
  4

  
	
  3.2

  	
  Tax Treatment of Payments

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 CONTRIBUTIONS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
  Company Contributions

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 ADMINISTRATION

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Fiduciaries

  	
   

  	
  6

  
	
  5.2

  	
  Appointment of Plan Administrator

  	
   

  	
  6

  
	
  5.3

  	
  Plan Administrator’s Responsibilities

  	
   

  	
  6

  
	
  5.4

  	
  Multiple Fiduciary Functions

  	
   

  	
  7

  
	
  5.5

  	
  Written Directions

  	
   

  	
  7

  
	
  5.6

  	
  Co-Fiduciary Liability

  	
   

  	
  7

  
	
  5.7

  	
  Action by the Company

  	
   

  	
  7

  
	
  5.8

  	
  Compensation

  	
   

  	
  8

  
	
  5.9

  	
  Claims Procedure

  	
   

  	
  8

  
	
  5.10

  	
  Indemnification

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 AMENDMENT AND TERMINATION OF THE PLAN

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
  Right to Amend

  	
   

  	
  9

  
	
  6.2

  	
  Right to Terminate

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 MISCELLANEOUS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
  Non-Guarantee of Employment or Other Benefits

  	
   

  	
  9

  
	
  7.2

  	
  Non-alienation of Benefits

  	
   

  	
  9

  
	
  7.3

  	
  Applicable Law

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  CERTAIN PLAN INFORMATION

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ERISA
  RIGHTS

  	
   

  	
  11

  



 


1

















 


IKARIA HOLDINGS, INC. 

AMENDED AND RESTATED 

SEVERANCE PAY PLAN


 


Ikaria
Holdings, Inc. (the “Company”) established the Ikaria Holdings, Inc.
Severance Pay Plan, effective as of March 1, 2010, and amended and
restated the Severance Pay Plan on May 5, 2010 (as amended and restated,
the “Plan”).  The purpose of the
Plan is to provide for the payment of severance benefits to eligible employees
whose employment is terminated under certain circumstances.  Except for this Plan and specific individual
written agreements, if any, the Company does not sponsor or maintain any plan,
program, arrangement, or agreement for providing any employees with severance
benefits.  Except for specific individual
written agreements, this Plan is intended as the exclusive means by which the
Company provides eligible employees with severance benefits.  This Plan is established and shall be
administered with the intention of meeting the requirements of ERISA and other
pertinent laws.


 


Except
where specifically stated otherwise, the provisions of this Plan as in effect
as of the employment termination date of an eligible employee shall be deemed
to be effective for the eligible employee whose termination of employment
occurred on or after the Plan’s effective date.


 


ARTICLE 1  DEFINITIONS


 


1.1           Definitions.  The following words and phrases when used in
the Plan shall have the following meanings, unless the context clearly
indicates otherwise:


 


(a)           “Code” shall mean the Internal Revenue Code of
1986, as amended and in effect from time to time.


 


(b)           “Company” shall mean Ikaria Holdings, Inc.,
any subsidiary thereof and any successors or assigns thereto.


 


(c)           “Employee” shall mean only those individuals
treated by the Company as regular full-time employees as of the date of the
termination of their employment, but not any person covered by a collective
bargaining agreement or employed in a unit of employees that is represented by
a labor organization.


 


(d)           “ERISA” shall mean the Employee Retirement Income
Security Act of 1974, as amended and in effect from time to time.


 


(e)           “Plan” shall mean the employee welfare benefit plan
contained herein, which shall be known as the Ikaria Holdings, Inc.
Amended and Restated Severance Pay Plan.


 


(g)           “Plan
Administrator” shall mean the person or entity who is appointed Plan
Administrator pursuant to the procedures described in Article 5.


 


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(h)           “Plan
Year” shall mean each twelve-month period beginning on January 1 and
ending on December 31, except that the initial Plan Year shall be the
period commencing on March 1, 2010 and ending on December 31, 2010.


 


1.2           Construction.  Wherever any words are used herein in the
masculine, they shall be construed as though they were used in the feminine in
all cases where they would so apply, and wherever any words herein are used in
the singular or the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they would
so apply.  The words “hereof,” “herein,” “hereunder,”
and other similar compounds of the word “here” shall mean and refer to this
entire Plan and not to any particular article or section.  Titles of articles and sections hereof are
for general information only, and this Plan is not to be construed by reference
thereto.


 


ARTICLE 2  ELIGIBILITY


 


2.1           Eligibility for
Severance Benefits.  An Employee
shall be eligible to receive severance benefits under this Plan, if one of the
following events occurs and no provision in paragraph 2.2 applies:


 


(a)           the Employee’s position is eliminated by the Company;


 


(b)           the Employee’s employment is involuntarily terminated by
the Company for reasons other than work performance or inappropriate conduct as
determined in the discretion of the Company; or


 


(c)           the Employee’s employment is involuntarily terminated by
the Company, and the Plan Administrator in his or its discretion decides that
the Company is to provide severance benefits under this Plan.


 


2.2           Circumstances in
Which No Severance Benefits Will Be Paid. 
An Employee will not receive severance pay under this Plan if any of the
following apply:


 


(a)           the Employee retires, resigns or dies;


 


(b)           the Employee’s employment is terminated by the Company for
reasons related to work performance or inappropriate conduct as determined in
the discretion of the Company;


 


(c)           the Employee’s employment is terminated for his not
returning from an approved leave;


 


(d)           the Employee’s employment ends or is terminated because
the Employee is physically or otherwise unable to perform the essential
functions of his position with or without any required reasonable
accommodation;


 


(e)           the Employee’s employment is terminated by the Company
while he is receiving or seeking payments or benefits under a program, policy,
plan or a law


 


3

















 


that
provides payments or benefits to an Employee unable to work because of illness,
injury or disability;


 


(f)            the Employee’s employment is terminated by the Company
and he is eligible to receive any notice prior to termination, pay in lieu of
notice, severance pay, termination pay or any other form of separation pay
under any law or agreement;


 


(g)           the Employee is laid off with an expectancy of recall or
rehire;


 


(h)           the Employee has been offered employment with a new
employer, has made commitments to return to school or has made plans to join or
start a business before being terminated;


 


(i)            the Employee for any reason will not be actively seeking
full time employment after his employment with the Company is terminated;


 


(j)            the Employee is offered another position with the Company
or any entity controlled by or under common control, whether directly or
indirectly, with the Company at a base salary or hourly rate that is at least
90% of the base salary or hourly rate the Employee was paid in the position he
is leaving and the Employee declines the new position;


 


(l)            the Employee remains or becomes employed by the Company
in any position;


 


(m)          the Employee is not directly employed by the Company; or


 


(n)           the Employee has not experienced a “separation from
service” with the Company within the meaning of Code Section 409A.


 


2.3           Leased Employees.  Under no circumstances shall a “leased
employee” (within the meaning of Code section 414(n) or (o)) be eligible
to receive benefits under this Plan.


 


ARTICLE 3  SEVERANCE PAYMENTS


 


3.1           Payment of
Severance Amount.  Except as provided
in subsections (c), (d) and (e) below, and subject to Section 2.2,
an eligible Employee may receive the following severance payments:


 


(a)           If an eligible Employee enters into an agreement with the
Company in such form and within such time as the Plan Administrator provides,
the Employee shall be paid an amount of severance equal to the greater
of the following:


 


(i)            an amount equal to the equivalent of the eligible
Employee’s then current wages or salary for two months, or


 


4

















 


(ii)           an amount equal to the equivalent of the eligible Employee’s
then current wages or salary for one month for each full year of service with
the Company,


 


which
severance payments will be made over such period as may be determined solely in
the discretion of the Plan Administrator. 
Such agreement may include, among other things, a general release and
waiver, specific releases and waivers relating to the Employee’s employment or
the termination of that employment, non-compete provisions, confidentiality
provisions, a covenant not to sue or other matters desired by the Plan
Administrator in his or its discretion.


 


(b)           In the discretion of the Plan Administrator, the Company
may provide other or additional payments or benefits in connection with the
closure or transfer of a facility or operation in such amounts and on such
conditions as the Plan Administrator may consider appropriate.


 


(c)           Notwithstanding anything in this Plan to the contrary:


 


(i)            the amount of any severance payments to any eligible
Employee shall not exceed two times the lesser of the following:


 


(1)           the Employee’s annualized compensation based upon the
annual rate of pay for services provided to the Company as an employee for the
calendar year preceding the calendar year in which the Employee has a
separation from service (as defined in Code section 409A and any regulations
thereunder) with the Company; and


 


(2)           the maximum amount that may be taken into account under a
qualified plan pursuant to Code section 401(a)(17) for such year; and


 


(ii)           the severance payments shall be made no later than December 31
of the second calendar year immediately following the calendar year in which
the Employee’s separation from service with the Company occurs.


 


(d)           Any severance payments hereunder shall be made in
accordance with the Company’s normal payroll cycle, provided that the period
during which severance payments are being made to any Employee shall not exceed
the maximum period allowed under Department of Labor Regulation section
2510.3-2(b).


 


(e)           Notwithstanding anything in this Plan to the contrary, if
an otherwise eligible Employee receives any severance payments from the Company
pursuant to any individual written agreement with, or plan of, the Company,
then his severance payments under this Plan will be reduced on a
dollar-for-dollar basis by any severance payments received by him pursuant to
any such agreement or plan, provided, however, that no such offset shall occur
to the extent that it results in a violation of Code Section 409A.


 


5

















 


(f)            Notwithstanding anything in this Plan to the contrary,
the amount of severance payments and the form in which such payments are paid,
if any, may be changed from time to time and may differ among Employees.  No Employee shall be entitled to any
severance payments hereunder unless and except as specifically determined by
the Plan Administrator in his or its discretion.  The Plan Administrator in his or its
discretion may also waive any provision of Article 2 in a particular case
or cases.


 


3.2           Tax Treatment of
Payments.  All payments of severance
benefits shall be subject to any applicable income and employment tax
withholding and other appropriate deductions.


 


ARTICLE 4  CONTRIBUTIONS


 


4.1           Company
Contributions.  All benefits
hereunder shall be provided directly out of the Company’s general assets.  The Company shall not be required to make
contributions to a separate trust to fund this Plan.


 


ARTICLE 5  ADMINISTRATION


 


5.1           Fiduciaries.  The Company and the Plan Administrator shall
be the only fiduciaries, named or otherwise, of the Plan for all purposes of
ERISA.  No named fiduciary designated by
this Section shall be required to give any bond or other security for the
faithful performance of its duties and responsibilities with respect to the
Plan, except to the extent required under ERISA.


 


5.2           Appointment of
Plan Administrator.  The Company
shall appoint a Plan Administrator.  The
Plan Administrator may be removed by action of the Company at any time, with or
without cause, upon written notice.  The
Plan Administrator may resign upon 30 days’ written notice to the Company.  Upon such removal or resignation of the Plan
Administrator, the Company shall appoint a successor thereto.  In the event the Company does not appoint a
Plan Administrator under this Section, the Company shall be the Plan
Administrator.  The Plan Administrator
shall be deemed the Plan’s administrator for all purposes of ERISA.


 


5.3           Plan
Administrator’s Responsibilities. 
The Plan Administrator shall have and exercise all discretion and other
authority to control and manage the operation and administration of the Plan,
except such authority as is specifically allocated otherwise by or under the
terms of the Plan.  Within such delegated
authority, the Plan Administrator may take such actions or make such decisions
as he or it deems appropriate in his or its sole discretion.  Without limiting the foregoing, the Plan
Administrator shall have exclusive authority, power, and discretion with
respect to the Plan:


 


(a)           to construe, interpret, and apply the provisions of the
Plan, and, in connection therewith, to decide all questions of eligibility for,
and the amount, manner, and time of payment of, any benefits in accordance with
the terms and conditions of the Plan;


 


6

















 


(b)           to establish the policies, interpretations, practices, and
procedures of this Plan;


 


(c)           to prescribe and require the use of appropriate forms;


 


(d)           to prepare all reports, notices, and any other documents
relating to the Plan which may be required by law;


 


(e)           to hire all persons providing services to the Plan;


 


(f)            to delegate to one or more individuals such duties and
functions relating to the daily operation and administration of the Plan as he
or it, in his or its discretion, sees fit;


 


(g)           to receive all disclosures required of fiduciaries and
other service providers under ERISA or any other federal or state law;


 


(h)           to act as this Plan’s agent for the service of legal
process; and


 


(i)            to perform all other responsibilities allocated to the
Plan Administrator in the instrument appointing the Plan Administrator.


 


All
findings of fact, determinations, constructions, interpretations, and decisions
of the Plan Administrator shall be final, conclusive, and binding on all
parties affected thereby, unless determined by a court of competent jurisdiction
to be arbitrary and capricious.


 


5.4           Multiple
Fiduciary Functions.  Any named
fiduciary may serve in more than one fiduciary capacity with respect to this
Plan.


 


5.5           Written
Directions.  Whenever a named
fiduciary or delegate must or may act upon the written direction of another
named fiduciary or delegate, such fiduciary or delegate is not required to
inquire into the propriety of such direction and shall follow the direction
unless it is clear on its face that the actions to be taken under that direction
would be prohibited by ERISA or the terms of this Plan.  Moreover, such fiduciary or delegate shall
not be responsible for failure to act without such written directions.


 


5.6           Co-Fiduciary
Liability.  No fiduciary shall have
any liability for a breach of fiduciary duty of another fiduciary, unless he
knowingly participates in such breach, knowingly undertakes to conceal such
breach, has actual knowledge of such breach and fails to take action to remedy
such breach, or, through his negligence in performing his own specific
fiduciary responsibilities, he has enabled such other fiduciary to commit a
breach of the latter’s fiduciary duty.


 


5.7           Action by the
Company.  Any authority or
responsibility allocated or reserved to the Company under this Plan may be exercised
by its Vice President - Human Resources.


 


7














 


5.8           Compensation.  The Plan Administrator, or each member of the
committee which is the Plan Administrator, shall not receive compensation
(other than regular compensation from the Company) for services to the Plan but
shall be reimbursed by the Company for expenses incurred in the performance of
such duties.


 


5.9           Claims Procedure.


 


(a)           Any Employee who believes that he is entitled to benefits
hereunder in an amount greater than he is receiving or has received may file a
claim for such benefits by writing directly to the Plan Administrator at the
Company’s office.  Any such claim shall
be filed in writing stating the nature of the claim, the facts supporting the
claim, the amount claimed, and the name and address of the claimant.


 


(b)           The Plan Administrator shall consider any claim and shall
notify the claimant in writing whether the claim is granted or denied.  Such written notice shall be provided to the
claimant within 90 days after receipt of the claim, unless the Plan
Administrator determines that special circumstances require an extension of
time to process the claim in which case the Plan Administrator shall give the
claimant written notice of the extension within 90 days after receipt of the
claim, indicating the special circumstances requiring the extension and the
date by which the Plan Administrator expects to make a determination.  The extension shall not exceed an additional
90 days.  If the Plan Administrator makes
an adverse determination with respect to the claim, in whole or in part, such
written notice shall include (i) the specific reason(s) for the
adverse determination, (ii) a specific reference to the Plan provision(s) on
which the determination is based, (iii) a description of any additional
material or information necessary to perfect an appeal and an explanation of
why such material or information is necessary, and (iv) a description of
the Plan’s appeal procedure 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.


 


(c)           Within 60 days of notice of an adverse benefit
determination with respect to a claim, the claimant may file a written appeal
with the Plan Administrator.  Any such
appeal must contain (i) a statement of the ground(s) for the appeal, (ii) a
specific reference to the Plan provision(s) on which the appeal is based, (iii) a
statement of the argument(s) and authority (if any) supporting each of the
ground(s) for appeal, and (iv) any other pertinent documents,
records, comments or information that the appellant wishes to submit in support
of the appeal.  Upon request and free of
charge, the Plan Administrator shall provide the claimant with reasonable
access to, and copies of, all documents, records and other information relevant
to the claimant’s claim for benefits. 
The Plan Administrator shall consider the appeal, taking into account
all comments, documents, records and other information submitted by the
claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination.  The Plan Administrator shall notify the
appellant in writing of the determination on review within 60 days after such
appeal is received, unless the Plan Administrator determines that special
circumstances require an extension of time to


 


8

















 


process
the claim in which case the Plan Administrator shall give the claimant written
notice of the extension within 60 days after such appeal is received,
indicating the special circumstances requiring the extension and the date by
which the Plan Administrator expects to make a determination on review.  In the event of an adverse benefit
determination on review, in whole or in part, the Plan Administrator’s written
notice shall set forth (i) the specific reason(s) for the adverse
determination, (ii) a reference to the Plan provision(s) on which the
determination is 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 the claimant’s claim
for benefits, and (iv) a statement of the claimant’s right to bring an
action under section 502 of ERISA.


 


5.10         Indemnification.  The Company shall indemnify the Plan
Administrator, or each member of the committee which is the Plan Administrator,
and hold him harmless from any liability for the consequences of his acts or
conduct in his official capacity, provided he acted in good faith, and with
respect to any criminal action or proceeding had no reasonable cause to believe
his conduct was unlawful.


 


ARTICLE 6  AMENDMENT AND TERMINATION OF THE PLAN


 


6.1           Right to Amend.  The Company reserves the right to amend this
Plan at any time and in any manner.  Any
such amendment shall apply to all Employees terminated after the adoption of
such amendment whether or not such Employees have been given notice thereof,
and, except to the extent prohibited by ERISA, any amendment may be made
retroactively.  Nothing in this Plan
shall be deemed to limit the Company’s right to amend or terminate any plan or
program for providing insurance, retirement or other fringe benefits to
Employees, including changes affecting former Employees then receiving
severance payments under this Plan. 
However, no amendment of the Plan shall change the right of any former
Employee to receive severance payments hereunder.


 


6.2           Right to
Terminate.  The Company reserves the
right to terminate the Plan, in whole or in part, at any time and for any
reason.  However, termination of the Plan
shall not change the right of any former Employee to receive severance payments
hereunder.


 


ARTICLE 7  MISCELLANEOUS


 


7.1           Non-Guarantee of
Employment or Other Benefits. 
Neither the establishment of the Plan, nor any modification or amendment
hereof, nor the payment of any severance hereunder shall be construed as giving
any Employee or other person whomsoever any legal or equitable right against
the Company or the Plan Administrator, or the right to payment of any severance
hereunder or under any other plan or program of the Company (unless the same
shall be specifically provided herein). 
It is specifically provided that no Employee shall have any vested right
to severance payments hereunder.


 


7.2           Non-alienation of
Benefits.  No Employee eligible for
severance payments hereunder shall have the right to transfer, assign,
alienate, anticipate, pledge or encumber any


 


9

















 


part
of such severance payments, nor shall such severance payments or any assets of
the Company, be subject to seizure by legal process by any creditor of such
Employee.  Any attempt to effect such a
diversion or seizure as aforedescribed shall be deemed null and void for all
purposes hereunder.


 


7.3           Applicable Law.  This Plan shall be construed and enforced in
accordance with, and governed by, the laws of the State of New Jersey to the
extent such laws are not preempted by applicable federal laws.


 


[Continued on Next Page]


 


10

















 


CERTAIN PLAN INFORMATION


 


	
  Name of Plan:

  	
   

  	
  Ikaria Holdings, Inc. Severance Pay Plan

  
	
   

  	
   

  	
   

  
	
  Name, Address and Telephone Number of Sponsor:

  	
   

  	
  Ikaria Holdings, Inc.

  
	
   

  	
   

  	
  6 Route 173

  
	
   

  	
   

  	
  Clinton, NJ 08809

  
	
   

  	
   

  	
  (908) 238-6600

  
	
   

  	
   

  	
   

  
	
  Plan Sponsor’s Identification Number:

  	
   

  	
  20-8617785

  
	
   

  	
   

  	
   

  
	
  Plan Administrator:

  	
   

  	
  Individual or committee appointed by the Company or, if an individual
  or committee is not so appointed, the Company. The Plan Administrator can be
  contacted in writing at the Company’s headquarters at the address shown
  above.

  
	
   

  	
   

  	
   

  
	
  Agent for Service of Legal Process:

  	
   

  	
  Legal process may be served on the Plan Administrator or the Company.

  
	
   

  	
   

  	
   

  
	
  Plan Number:

  	
   

  	
  527

  



 


ERISA RIGHTS


 


As
a Plan participant, you are entitled to certain rights and protections under
ERISA.  ERISA provides that all
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 insurance contracts and 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 insurance contracts and copies of the latest
annual report (Form 5500 Series) and updated summary plan
description.  The Plan Administrator may
make a reasonable charge for the copies.


 


·                  Receive a
summary of the Plan’s annual financial report. 
The Plan Administrator is required by law to annually furnish each participant
with a copy of this summary annual report.


 


11

















 


Prudent Actions by Plan Fiduciaries


 


In
addition to creating rights for participants, ERISA imposes duties upon the
people who are responsible for the operation of the employee benefit plan.  The people who operate the Plan, called “fiduciaries”
of the Plan, have a duty to do so prudently and in the interest of you and
other 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 Plan
benefit or exercising your rights under ERISA.


 


Enforce Your Rights


 


If
your claim for a Plan benefit is denied, 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 Plan Administrator.  If you have a claim for benefits which is
denied or ignored, in whole or in part, you may file suit in a state or federal
court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if
you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in a federal
court.  The court will decide who should
pay court costs and legal fees.  If you
are successful, the court may order the person you have sued to pay these costs
and fees.  If you lose, the court may
order you to pay these costs and fees; if, for example, it finds your claim is
frivolous.


 


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
Toll-Free Employee and Employer Hotline of the Employee Benefits Security
Administration.


 


[End of Ikaria Holdings, Inc. Amended and
Restated Severance Pay Plan]


 


12