Exhibit
10(k)


 


SUPERIOR
TELECOM INC.


SEVERANCE
PAY PLAN


 


(Effective
as of April 10, 2003)


 


INTRODUCTION


 


The purpose of the Plan is to enable the Company to offer certain
protections to employees of the Employer if their employment is terminated by
the Employer without Cause.  Capitalized
terms and phrases used herein shall have the meanings ascribed thereto in
Article I.


 


ARTICLE I.

DEFINITIONS


 


1.1                                 “Affiliate” shall mean each of the following: (i) any
Subsidiary; (ii) any Parent; (iii) any corporation, trade or business
(including, without limitation, a partnership or limited liability company)
which is directly or indirectly controlled 50% or more (whether by ownership of
stock, assets or an equivalent ownership interest or voting interest) by the
Company or one of its Affiliates; and (iv) any other entity in which the
Company or any of its Affiliates has a material equity interest and which is
designated as an “Affiliate” by resolution of the Committee.


 


1.2                                 “Applicable Percentage” shall mean the
percentage set forth in Appendix A hereto.


 


1.3                                 “Base Pay” shall mean the Participant’s annual base salary
from the Employer payable at the rate applicable to the Participant on the
Effective Date or, if greater, for Participants in Tiers II, III, IV or V, the
rate applicable to the Participant on the date immediately prior to the
Participant’s termination of employment. 
Base Pay shall be determined as reflected on the Employer’s payroll
records and shall not include bonuses, overtime pay, shift premiums, commissions,
employer contributions for benefits or other additional compensation.  For purposes hereof, a Participant’s Base
Pay shall include (i) any salary reduction contributions made on his or her
behalf to any plan of the Employer under Section 125, 132(f) or 401(k) of the
Code and (ii) compensation deferred by the Participant under any deferred
compensation plan of the Employer.


 


1.4                                 “Board” shall mean the board of directors of the Company
from time to time.


 


1.5                                 “Cause” shall mean (with regard to a Participant’s
termination of employment with the Employer): 
(A) a Participant’s gross negligence or willful misconduct with regard
to the Employer or its assets; (B) a Participant’s misappropriation or fraud
with regard to the Employer or its assets (other than good-faith expense
account disputes); (C) a Participant’s conviction of, or the pleading of guilty
or nolo contendere to, a felony or criminal offense punishable by a term of
imprisonment (other than a traffic violation); or (D) a Participant’s material
and willful refusal to perform services (for any reason other than illness or
incapacity), which refusal continues more than 30 days after written notice
from the Employer to the Participant setting forth the conduct constituting the
breach.  A termination for Cause shall
mean 


 

















 


a termination
by the Company effected by written notice given within 90 days of the
occurrence of the Cause event.


 


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


 


1.7                                 “Committee” shall mean a committee appointed by the Board
from time to time to administer the Plan. 
Notwithstanding the foregoing, if, and to the extent that no Committee
exists which has the authority to administer the Plan, the functions of the
Committee shall be exercised by the Board and all references herein to the
Committee shall be deemed to be references to the Board.


 


1.8                                 “Company” shall mean Superior TeleCom Inc. and any
successors as provided in Article V hereof.


 


1.9                                 “Disability” shall mean a Participant’s disability that
would qualify as such under the Employer’s long-term disability plan without
regard to any waiting periods set forth in such plan.


 


1.10                           “Effective Date” shall mean April 10, 2003.


 


1.11                           “Employer” shall mean the Company and any
Affiliate.


 


1.12                           “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


1.13                           “Parent” shall mean any parent corporation
of the Company within the meaning of Section 424(e) of the Code.


 


1.14                           “Participant” shall mean any employee of the Employer in
salary bands 15 — 29 other than any employee whose employment is governed by
the terms of a collective bargaining agreement between employee representatives
(within the meaning of Code Section 7701(a)(46)) and the Employer.  No more than three individuals shall be
designated as Tier I Participants, no more than 26 individuals shall be
designated as Tier II Participants, no more than 49 individuals shall be
designated as Tier III Participants, no more than 477 individuals shall be
designated as Tier IV Participants and no more than 464 individuals shall be
designated as Tier V Participants; provided, however, that the foregoing shall
not preclude any employee of the Employer hired from the Effective Date from
being included in the applicable Tier.


 


1.15                           “Plan” shall mean the Superior TeleCom Inc. Severance Pay
Plan.


 


1.16                           “Plan Effective Date” shall mean the date a
confirmed plan of reorganization for the Company becomes effective.


 


1.17                           “Severance Benefit” shall mean a severance
benefit calculated in accordance with Section 2.1 below.


 


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1.18                           “Subsidiary” shall mean any corporation
that is defined as a subsidiary corporation in Section 424(f) of the Code.


 


ARTICLE II.

BENEFITS


 


2.1                                 Eligibility for Benefits.  Upon the Participant’s termination of
employment by the Employer without Cause, subject to Sections 2.3, 2.4 and 2.5
below, the Participant shall be entitled to a Severance Benefit under the Plan
equal to the Participant’s Base Pay multiplied by the Applicable Percentage;
provided, however, that in the event that a Participant is terminated without
Cause prior to the Plan Effective Date, (a) a Tier I Participant’s Severance
Benefit shall be reduced by 35% of the Stay Bonus paid to such Participant
under the Superior TeleCom Inc. Key Employee Retention Plan prior to such
termination, but not below zero and (b) a Tier II Participant’s Severance
Benefit shall be reduced by 25% of the Stay Bonus paid to such Participant
under the Superior TeleCom Inc. Key Employee Retention Plan prior to such
termination, but not below zero.  A
Participant shall not be entitled to a Severance Benefit if the Participant’s
employment is terminated (i) by the Employer for Cause, (ii) by the Participant
for any reason, or (iii) on account of the Participant’s retirement, death or
Disability.  The maximum aggregate
amount of Severance Benefits paid under the Plan shall not exceed $1,349,000 to
all Participants in Tier I, $4,248,000 to all Participants in Tier II and
$5,500,000 to all Participants in Tiers III, IV and V.


 


2.2                                 Form of Benefit.  Any Participant entitled to a Severance
Benefit pursuant to Sections 2.1 shall receive such benefit in the form of a
lump sum payable in cash within ten (10) business days (or at such earlier time
as required by applicable law) following his or her termination of employment
by the Employer without Cause.


 


2.3                                 No Duty to Mitigate/Set-off.  No Participant entitled to receive a
Severance Benefit hereunder shall be required to seek other employment or to
attempt in any way to reduce any amounts payable to him or her pursuant to this
Plan.  Further, the amount of the
Severance Benefit payable hereunder shall not be reduced by any compensation
earned by the Participant as a result of employment by another employer or
otherwise.  Except as provided herein,
the amounts payable hereunder shall not be subject to setoff, counterclaim,
recoupment, defense or other right which the Employer may have against the
Participant or others, including without limitation, any severance or
termination benefits provided under any other agreement, plan, program or
arrangement maintained or sponsored by the Employer.  Notwithstanding the foregoing, if any termination payments made
to a Participant by the Employer are related to an actual or potential
liability under the Worker Adjustment and Retraining Notification Act (WARN) or
similar law, such amounts shall reduce (offset) the Participant’s Severance
Benefit under this Plan.  In the event
of the Participant’s breach of any provision hereunder, including without
limitation, Sections 2.4 and 2.5, the Company shall be entitled to recover any
payments previously made to the Participant hereunder to the maximum extent
permitted by law.


 


2.4                                 Release Required.  Any amounts payable pursuant to this Plan
shall only be payable if the Participant delivers to the Company a release of
all claims of any kind whatsoever that the Participant has or may have against
the Employer and its affiliates and their officers,


 


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directors and
employees known or unknown as of the date of his or her termination of
employment (other than claims to payments specifically provided hereunder,
claims under COBRA, claims to vested accrued benefits under the Employer’s
tax-qualified employee benefit plans, claims for reimbursement under the
Company’s executive medical reimbursement program for any unreimbursed medical
expenses incurred on or before the Participant’s date of termination, claims
for unreimbursed business expenses in accordance with the Company’s policy or
rights of indemnification or contribution to which the Participant was entitled
under the Company’s By-laws, the Company’s Certificate of Incorporation or
otherwise with regard to the Participant’s service as an employee, officer or
director of the Company) occurring up to the release date in such form as
reasonably requested by the Company.


 


2.5                                 Restrictive Covenants.


 


(a)                                  Non-Competition.  As a condition of the receipt of any
Severance Benefit by any Tier I Participant or Tier II Participant, the
Participant agrees that so long as he or she is employed by the Employer and
for the one year period following his or her termination of employment for any
reason, the Participant will not, directly or indirectly, without the prior
written consent of the Employer, enter into Competition with the Employer.  “Competition” means participating, directly
or indirectly, as an individual proprietor, partner, stockholder, officer,
employee, director, joint venturer, investor, lender, consultant or in any
capacity whatsoever with or for any business in competition with and in the
same geographic area as any business conducted by the Employer, with regard to
which the Participant had responsibilities or had access to confidential
information, while employed by the Employer; provided, however, that
Competition shall not include participating, directly or indirectly, in any
capacity whatsoever for any entity which has an agreement with the Company
permitting it to compete with the Company.


 


(b)                                 Confidentiality.  As a condition of the receipt of any
Severance Benefit, the Participant is deemed to agree and understand that he or
she will hold in a fiduciary capacity for the benefit of the Employer all
secret or confidential information, knowledge or data relating to the Employer,
and their respective businesses, which will have been obtained by the
Participant during his or her employment by the Employer and which will not be
or become public knowledge (other than by acts by the Participant or his or her
representatives in violation of this Section 2.5(b)).  The Participant will not, except as may be required to perform
his or her duties for the Employer or as may otherwise be required by law or
legal process, without limitation in time or until such information will have
become public or known in the Employer’s industry (other than by acts by the
Participant or his or her representatives in violation of this Section 2.5(b)),
communicate or divulge to others or use, whether directly or indirectly, any
such information, knowledge or data regarding the Employer, and their
respective businesses.


 


(c)                                  Non-Solicitation of Customers.  The Participant further agrees that so long
as he or she is employed by the Employer and for the one year period following
his or her termination of employment for any reason (the “Restricted Period”),
he or she will not, directly or indirectly, influence or attempt to influence
customers or suppliers of the Employer to divert their business to any competitor
of the Employer.


 


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(d)                                 Non-Solicitation of Employees.  The Participant further agrees that during
the Restricted Period, he or she will not, directly or indirectly, solicit or
recruit any non-administrative or non-clerical employee of the Employer for the
purpose of being employed by the Participant or by any competitor of the
Employer on whose behalf the Participant is acting as an agent, representative
or employee and that the Participant will not convey any such confidential
information or trade secrets about other employees of the Employer to any other
person.


 


(e)                                  Injunctive Relief.  As a condition of the receipt of any
Severance Benefit, it is further expressly agreed that the Employer will or
would suffer irreparable injury if the Participant were to compete with the
Employer in violation of this Section 2.5 and that the Employer would by reason
of such Competition be entitled to injunctive relief in a court of appropriate
jurisdiction and the Participant further consents and stipulates to the entry
of such injunctive relief in such court prohibiting him or her from competing
with the Employer in violation of this Section 2.5.


 


(f)                                    Survival of Provisions.  The obligations contained in this Section 2.5
will survive the termination of the Participant’s employment with the Employer
and will be fully enforceable thereafter. 
If it is determined by a court of competent jurisdiction in any state
that any restriction in these restrictive covenants is excessive in duration or
scope or extends for too long a period of time or over too great a range of
activities or in too broad a geographic area or is unreasonable or
unenforceable under the laws of that state, it is the intention of the parties
that such restriction may be modified or amended by the court to render it
enforceable to the maximum extent permitted by the law of that state or
jurisdiction.


 


ARTICLE III.

FUNDING


 


This Plan shall be funded out of the general assets of the Company as
and when benefits are payable under this Plan. 
All Participants shall be solely unsecured creditors of the Company and,
if a bankruptcy proceeding of the Company is pending, the Participants shall be
solely unsecured creditors of the Company with administrative priority.  If the Company decides in its sole discretion
to establish any advance accrued reserve on its books against the future
expense of benefits payable hereunder, or if the Company decides in its sole
discretion to fund a trust under this Plan, such reserve or trust shall not
under any circumstances be deemed to be an asset of this Plan.


 


ARTICLE IV.

ADMINISTRATION OF THE PLAN


 


4.1                                 Plan Administrator.  The general administration of the Plan on
behalf of the Company (as plan administrator under Section 3(16)(A) of ERISA)
shall be placed with the Committee.


 


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4.2                                 Reimbursement of Expenses of Plan Committee.  The Company shall pay or reimburse the
members of the Committee for all reasonable expenses incurred in connection
with their duties hereunder.


 


4.3                                 Action by the Plan Committee.  Decisions of the Committee shall be made by
a majority of its members attending a meeting at which a quorum is present
(which meeting may be held telephonically), or by written action in accordance
with applicable law.  Subject to the
terms of this Plan and provided that the Committee acts in good faith, the
Committee shall have the authority to determine a Participant’s participation
and benefits under the Plan and to interpret and construe the provisions of the
Plan.


 


4.4                                 Delegation of Authority.  The Committee may delegate any and all of
its powers and responsibilities hereunder to other persons by formal resolution
filed with and accepted by the Board. 
Any such delegation shall not be effective until it is accepted by the
Board and the persons designated and may be rescinded at any time by written
notice from the Committee to the person to whom the delegation is made.


 


4.5                                 Retention of Professional Assistance.  The Committee may employ such legal counsel,
accountants and other persons as may be required in carrying out its work in
connection with the Plan.


 


4.6                                 Accounts and Records.  The Committee shall maintain such accounts
and records regarding the fiscal and other transactions of the Plan and such
other data as may be required to carry out its functions under the Plan and to
comply with all applicable laws.


 


4.7                                 Claims/Disputes Procedure.


 


(a)                                  Any
claim by a Participant or beneficiary (“Claimant”) with respect to eligibility,
participation, contributions, benefits or other aspects of the operation of the
Plan shall be made in writing to the Committee. The Committee shall provide the
Claimant with the necessary forms and make all determinations as to the right
of any person to a disputed benefit.  If
a Claimant is denied benefits under the Plan, the Committee or its designee
shall notify the Claimant in writing of the denial of the claim within 90 days
(such period may be extended to 180 days) after the Plan receives the claim,
provided that in the event of special circumstances such period may be
extended.


 


(b)                                 If
the initial 90 day period is extended, the Committee or its designee shall,
within 90 days of receipt of the claim, notify the Claimant in writing of such
extension.  The written notice of
extension will indicate the special circumstances requiring the extension of
time and provide the date by which the Committee expects to make a
determination with respect to the claim. 
If the extension is required due to the Claimant’s failure to submit
information necessary to decide the claim, the period for making the
determination will be tolled from the date on which the extension notice is
sent to the Claimant until the earlier of (i) the date on which the Claimant
responds to the Plan’s request for information or (ii) expiration of the 45 day
period commencing on the date that the Claimant is notified that the requested
additional information must be


 


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provided.  If notice of the denial
of a claim is not furnished within the required time period described herein,
the claim shall be deemed denied as of the last day of such period.


 


(c)                                  If
the claim is wholly or partially denied, the notice to the Claimant shall set
forth:


 


(i)                                     the specific
reason or reasons for the denial;


 


(ii)                                  specific reference to
pertinent Plan provisions upon which the denial is based;


 


(iii)                               a description of any
additional material or information necessary for the Claimant to perfect the
claim and an explanation of why such material or information is necessary;


 


(iv)                              appropriate information
as to the steps to be taken and the applicable time limits if the Claimant
wishes to submit the adverse determination for review; and


 


(v)                                 a statement of the
Claimant’s right to bring a civil action under            Section 502(a) of ERISA following an adverse
determination on review (collectively, the “Notice Requirements”).


 


(d)                                 If
the claim has been denied, the Claimant may submit the claim for review.  Any request for review of a claim must be
made in writing to the Committee no later than 60 days after the Claimant
receives notification of denial or, if no notification was provided, the date
the claim is deemed denied.  The claim
will then be reviewed by the Committee. 
The Claimant or his duly authorized representative may:


 


(i)                                     upon request and
free of charge, be provided with access to, and copies of, relevant documents,
records, and other information relevant to the Claimant’s claim; and


 


(ii)                                  submit written
comments, documents, records, and other information relating to the claim.  The review of the claim determination shall
take 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 claim determination.


 


(e)                                  The
decision of the Committee shall be made within 60 days (such period may be
extended to 120 days)  after receipt of
the Claimant’s request for review, unless special circumstances require an
extension.


 


(f)                                    If
the initial 60 day period is extended, the Committee or its designee shall,
within 60 days of receipt of the claim, notify the Claimant in writing of such


 


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extension.  The written notice
of extension will indicate the special circumstances requiring the extension of
time and provide the date by which the Committee expects to make a
determination with respect to the claim. 
If the extension is required due to the Claimant’s failure to submit
information necessary to decide the claim, the period for making the
determination will be tolled from the date on which the extension notice is
sent to the Claimant until the earlier of (i) the date on which the Claimant
responds to the Plan’s request for information or (ii) expiration of the 45 day
period commencing on the date that the Claimant is notified that the requested
additional information must be provided. If notice of the denial of a claim is
not furnished within the required time period described herein, the claim shall
be deemed denied as of the last day of such period.


 


(g)                                 If
an extension of time is required, the Claimant shall be notified in writing of
such extension.  The written notice of
extension will indicate the special circumstances requiring the extension of
time and the date by which the Committee expects to make a determination with
respect to the claim.  If the extension
is required due to the Claimant’s failure to submit information necessary to
decide the claim on review, the period for making the determination will be
tolled from the date on which the extension notice is sent to the Claimant
until the earlier of (i) the date on which the Claimant responds to the Plan’s
request for information or (ii) expiration of the 45-day period commencing on
the date that the Claimant is notified that the requested additional
information must be provided.  In any
event, a decision shall be rendered not later than 120 days after receipt of
the request for review.  If notice of
the decision upon review is not furnished within the required time period
described herein, the claim on review shall be deemed denied as of the last day
of such period.


 


(h)                                 The
Committee’s decision on the Claimant’s claim for review will be communicated to
the Claimant in writing.  If the claim
on review is denied, the notice to the Claimant shall provide 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 claim, and also set forth the Notice Requirements
(other than subsection (c)(iv)).


 


(i)                                     The
claims procedures set forth in this section are intended to comply with U.S.
Department of Labor Regulation § 2560.503-1 and should be construed in
accordance with such regulation.  In no
event shall it be interpreted as expanding the rights of Claimants beyond what
is required by U.S. Dept. of Labor § 2560.503-1.


 


(j)                                     A
Claimant shall not be required to exhaust all administrative remedies under
this Section 4.7 prior to commencing any action in Federal court.


 


4.8                                 Indemnification.  The Committee, its members and any person
designated pursuant to Section 4.4 above shall not be liable for any action or
determination made in good faith with respect to the Plan.  The Company shall, to the extent permitted
by law, by the purchase of insurance or otherwise, indemnify and hold harmless
each member of the Committee and each director, officer and employee of the
Company for liabilities or expenses they and each


 


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of them incur
in carrying out their respective duties under this Plan, other than for any
liabilities or expenses arising out of such individual’s willful misconduct or
fraud.


 


ARTICLE V.

AMENDMENT AND TERMINATION


 


The Company reserves the right to amend or terminate, in whole or in
part, any or all of the provisions of this Plan at any time, provided that in
no event shall any amendment reducing the benefits provided hereunder or any
Plan termination be effective prior to the first anniversary of the Plan
Effective Date.


 


ARTICLE VI.

SUCCESSORS


 


For purposes of this Plan, the Company shall include any and all
successors and assignees, whether direct or indirect, by purchase, merger,
consolidation or otherwise, to all or substantially all the business or assets
of the Company and such successors and assignees shall perform the Company’s
obligations under this Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place.  In such event, the term
“Company”, as used in this Plan, shall mean the Company, as hereinbefore
defined and any successor or assignee to the business or assets which by reason
hereof becomes bound by the terms and provisions of this Plan.


 


ARTICLE VII.

MISCELLANEOUS


 


7.1                                 Rights of Participants.  Nothing herein contained shall be held or
construed to create any liability or obligation upon the Employer to retain any
Participant in its service.  All
Participants shall remain subject to discharge or discipline to the same extent
as if this Plan had not been put into effect.


 


7.2                                 Governing Law.  This Plan shall be governed by the laws of
the State of New Jersey (without reference to rules relating to conflicts of
law).


 


7.3                                 Withholding.  The Employer shall have the right to make such provisions as it
deems necessary or appropriate to satisfy any obligations it may have to
withhold federal, state or local income or other taxes incurred by reason of
payments pursuant to this Plan.


 


7.4                                 Severability.  In case any provision of this Plan be deemed or held to be
unlawful or invalid for any reason, such fact shall not adversely affect the
other provisions of this Plan unless such determination shall render impossible
or impracticable the functioning of this Plan, and in such case, an appropriate
provision or provisions shall be adopted so that this Plan may continue to
function properly.


 


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7.5                                 Assignment and Alienation.  The benefits payable to the Participant
under the Plan shall not be subject to alienation, transfer, assignment,
garnishment, execution or levy of any kind and any attempt to cause any
benefits to be so subjected shall not be recognized.


 


7.6                                 Communications.  All announcements, notices and other
communications regarding this Plan will be made by the Employer in writing.


 


7.7                                 ERISA Plan.  The Plan is intended to be an “employee welfare benefit plan”
within the meaning of Section 3(1) of ERISA.


 


7.8                                 Entire Agreement.  Except for the Superior TeleCom Inc. Change
in Control Severance Pay Plan, this Plan sets forth the entire understanding of
the Employer with respect to the subject matter hereof and supersedes all
existing severance plans, agreements and understandings (whether oral or
written) between the Employer and the Participants with respect to the subject
matter herein.


 


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APPENDIX
A


 


Applicable
Percentages


 


	
  Employee Tier

  	
   

  	
  Salary
  Band

  	
   

  	
  Applicable
  Percentage

  	
   

  
	
  Tier I

  	
   

  	
  27 – 29(1)

  	
   

  	
  150

  	
  %

  
	
  Tier II

  	
   

  	
  24 – 26

  	
   

  	
  100

  	
  %

  
	
  Tier III

  	
   

  	
  23

  	
   

  	
  75

  	
  %

  
	
  Tier IV

  	
   

  	
  19 – 22

  	
   

  	
  50

  	
  %

  
	
  Tier V

  	
   

  	
  15 – 18

  	
   

  	
  25

  	
  %

  



 












1.                                       COO
and General Counsel shall be included in Tier II for purposes of the Plan.