EX-10.III.A.21



 








EXHIBIT
10(iii)(A) 21




Officer Severance Program




	 	 	 	 	 
	Eligibility

	 	-
	 	Lucent Officer appointed on or after October 1, 2003.
	 

	 	-
	 	If the Officer’s home work country is not the United States, Program will be modified to
apply locally.
	 

	 	-
	 	Participants in the Officer Severance Policy are not covered under this Program
	 

	 	-
	 	Company initiated termination, other than for “Cause” (as defined below) or
unsatisfactory performance (as defined by the Company’s performance management guidelines).
	 

	 	-
	 	Contingent upon signing a Release which includes a 12 month non-compete &
non-solicitation.
	 

	 	-
	 	All payments and benefits listed below will be offset by any individually negotiated or
legally required arrangement.
	Termination

Date

	 	-
	 	Generally, the Officer will be terminated from the Company within 30 days of the date of
notification.
	Severance

Payment

	 	-
	 	Eligible for one year’s base salary.
	 

	 	-
	 	Payment over 12 months, with the first payment made by the last day of the month that
follows the month the employee signs, returns and does not subsequently revoke the Release.
	 

	 	-
	 	The remaining monthly payments will be made by the last day of each successive month
until completed.
	 

	 	-
	 	Also eligible for a bonus payment, which will be the lesser of the individual’s Annual
Incentive Plan full target bonus amount, or the funded portion of the AIP target bonus applied to
similarly situated Officers in the fiscal year in which termination occurs. Bonus, if any, will
be included with the last monthly payment, or as soon as administratively practicable thereafter.
	 

	 	-
	 	Payments are less applicable taxes and are not includable for purposes of determining the
amount of any benefit under Lucent’s benefit plans.
	Annual Incentive

Plan

	 	-
	 	Not eligible for AIP for the fiscal year in which termination or retirement occurs.
	Long Term Incentives	 	Stock Options & Restricted Stock Units
	 

	 	-
	 	Upon termination or retirement, vesting and/or cancellation of stock options in
accordance with the terms and conditions of the Lucent Technologies Inc. Long Term Incentive
Program or Long Term Incentive Plan documents and related stock option agreements.

	 	 	CASH LTIP
	 

	 	-
	 	Upon termination or retirement, prorated payment, if any, in accordance with the terms
and conditions of the Lucent Technologies Inc. Long Term Incentive Program or Long Term Incentive
Plan documents and related performance award agreements.
	Pension	 	Pension — Service Based or Cash Balance
	 

	 	-
	 	No further age or service will be accrued upon termination.
	 

	 	-
	 	Distributions per the terms of the Retirement Income Plan.
	Health and Welfare
Benefits	 	Service Pension Eligible
	 

	 	-
	 	Medical, dental, and life insurance coverage will be in accordance with the provisions
that apply to similarly situated service pensioners retiring at that time.
	 	 	Deferred Vested
	 

	 	-
	 	Continuing medical and dental coverage under COBRA for up to 18 months.
	 

	 	-
	 	If employee has five or more years of service, the Company will pay the cost associated
with medical coverage continuation on the same basis as for active employees for six months after
termination.
	 

	 	-
	 	If employee has at least one year but less than five years of service, the Company will
pay the cost associated with medical coverage continuation on the same basis as for active
employees for three months after termination.
	 

	 	-
	 	Company-provided life insurance ends upon termination, but can be continued by the
employee at the employee’s expense.
	 	 	All other benefits follow the involuntary termination/retirement provisions of the governing Plan.
	Other

	 	-
	 	401(k), ESPP, Car Allowance, and Financial Counseling benefits cease upon termination.
	 

	 	-
	 	Payment for accrued unused vacation and carryover vacation will be made to the employee,
in accordance with Company policy for management employees.
	 

	 	-
	 	Credit cards, home office equipment, voice mail and access to the Lucent network canceled
upon termination.






Lucent Technologies Inc. — Proprietary — Restricted

Solely for Authorized Persons Having a Need to Know Pursuant to Company Instructions




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	Outplacement Services	 	-	 	Provided through a vendor selected by
the Company, for 12 months from date of
termination, up to a limit of $50,000.
	 
	 	 	 	 	 	 
	Change in Control

Provisions	 	-	 	Upon or after a Change in Control (as
defined in the 2003 Long-Term Incentive Program
or its successor plan as in effect immediately
before the Change in Control) this Program will
remain in effect.
	 
	 	 	 	 	 	 
	 	 	-	 	Upon or after a Change in Control (as
defined in the 2003 Long-Term Incentive Program
or its successor plan as in effect immediately
before the Change in Control), if you terminate
your employment within three months of an event
constituting Good Reason, you will be placed on
a paid leave of absence for 12 months, and will
be eligible for the benefits described below.
Good Reason is defined as follows:
	 
	 	 	 	 	 	 
	 

	 	 	 	i.
	 	the assignment to you by the Board of
Directors or another representative of the
Company of duties which represent a material
decrease in responsibility and are materially
inconsistent with the duties associated with
your position, any reduction in your job title,
or a material negative change in the level of
Officer to whom you report, or
	 
	 	 	 	 	 	 
	 

	 	 	 	ii.
	 	a material negative change in the terms and
conditions of your employment, including a
reduction by the Company of your annual base
salary or a material decrease in your target
opportunity for an Annual Incentive Award, or
	 
	 	 	 	 	 	 
	 

	 	 	 	iii.
	 	the requirement to change your work
location to one in a different country, even for
a comparable or superior position.
	 
	 	 	 	 	 	 
	 	 	Benefits provided while on leave of absence:
	 
	 	 	 	 	 	 
	 	 	•	 	Base salary will be paid monthly over 12
months, and one target bonus will be paid in
December; payments are benefit bearing. Not
eligible for any other bonus payments, including
for the fiscal year in which the leave of
absence begins and for the fiscal year in which
employment termination occurs.
	 
	 	 	 	 	 	 
	 	 	•	 	Stock Options and Restricted Stock Units
will continue to vest as scheduled; at the end
of the leave of absence, employment will end and
grants will follow the normal termination
provisions of the grant Agreement(s).
	 
	 	 	 	 	 	 
	 	 	•	 	Cash LTIP will follow the terms of the
grant Agreement(s) and will be prorated to
exclude time spent on leave of absence.
	 
	 	 	 	 	 	 
	 	 	•	 	Age and service will continue to be
accrued towards pension during the leave of
absence, and pension payments can begin after
the end of the leave of absence.
	 
	 	 	 	 	 	 
	 	 	•	 	Benefits, including medical, dental,
life insurance, disability, financial
counseling, and car allowance, will continue in
the same manner as for actively employed
Officers.
	 
	 	 	 	 	 	 
	 	 	•	 	Payment for accrued unused vacation and
carryover vacation will be made at the start of
the leave, in accordance with Company policy.
No additional vacation will be accrued after the
start of the leave of absence.
	 
	 	 	 	 	 	 
	 	 	•	 	Company credit cards, home office
equipment, voice mail and e-mail will be
cancelled at the beginning of the leave of
absence.
	 
	 	 	 	 	 	 
	 	 	These benefits are in lieu of any benefits
described above in sections “Severance Payment,”
and “Other.” Following the leave of absence,
employment will be terminated.





“Cause” is defined as (i) violation of Lucent’s code of conduct, Business Guideposts; (ii)
conviction of (including a plea of guilty or nolo
contendere) of a felony or any crime of theft, dishonesty or moral turpitude, or (iii) gross
omission or gross dereliction of any statutory or common law duty of loyalty to Lucent.




Note: The Company may modify, amend, or terminate this Program at any time.




Lucent Technologies Inc. — Proprietary — Restricted

Solely for Authorized Persons Having a Need to Know Pursuant to Company Instructions




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