Exhibit 10.22


 


TYCO INTERNATIONAL (US) INC.


 


SEVERANCE PLAN FOR U.S. OFFICERS AND
EXECUTIVES


 


(AS AMENDED AND RESTATED EFFECTIVE MAY 10,
2007)


 


 


May
10, 2007


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I 

  	
  BACKGROUND, PURPOSE AND TERM OF PLAN

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Purpose of the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.02

  	
  Term of the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  “Alternative Position”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.02

  	
  “Annual Bonus”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.03

  	
  “Base Salary”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.04

  	
  “Board”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.05

  	
  “Cause”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.06

  	
  “COBRA”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.07

  	
  “Code”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.08

  	
  “Committee”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.09

  	
  “Company”

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.10

  	
  “Effective Date”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.11

  	
  “Eligible Employee”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.12

  	
  “Employee”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.13

  	
  “Employer”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.14

  	
  “ERISA”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.15

  	
  “Exchange Act”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.16

  	
  “Involuntary Termination”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.17

  	
  “Notice Pay”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.18

  	
  “Officer”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.19

  	
  “Participant”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.20

  	
  “Permanent Disability”

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.21

  	
  “Plan”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.22

  	
  “Plan Administrator”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.23

  	
  “Release”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.24

  	
  “Service”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.25

  	
  “Severance Benefit”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.26

  	
  “Severance Period”

  	
  4

  
				



 


i

















 


	
  Section 2.27

  	
  “Subsidiary”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.28

  	
  “Termination Date”

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 2.29

  	
  “Voluntary Termination”

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PARTICIPATION AND ELIGIBILITY FOR BENEFITS

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Participation

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 3.02

  	
  Conditions

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  DETERMINATION OF SEVERANCE BENEFITS

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Amount of Severance Benefits Upon Involuntary
  Termination

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 4.02

  	
  Voluntary Termination; Termination for Death or
  Permanent Disability

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 4.03

  	
  Termination for Cause

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 4.04

  	
  Reduction of Severance Benefits

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 4.05

  	
  Modification of Severance Benefits

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  METHOD AND DURATION OF SEVERANCE BENEFIT PAYMENTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Method of Payment

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 5.02

  	
  Other Arrangements

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 5.03

  	
  Termination of Eligibility for Benefits

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO
  SOLICIT

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Confidential Information

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.02

  	
  Non-Competition

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.03

  	
  Non-Solicitation

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 6.04

  	
  Non-Disparagement

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 6.05

  	
  Reasonableness

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 6.06

  	
  Equitable Relief

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 6.07

  	
  Survival of Provisions

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  THE PLAN ADMINISTRATOR

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Authority and Duties

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 7.02

  	
  Compensation of the Plan Administrator

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 7.03

  	
  Records, Reporting and Disclosure

  	
  14

  
				



 


ii

















 


	
  ARTICLE VIII

  	
  AMENDMENT, TERMINATION AND DURATION

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Amendment, Suspension and Termination

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 8.02

  	
  Duration

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  DUTIES OF THE COMPANY AND THE COMMITTEE

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Records

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 9.02

  	
  Payment

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 9.03

  	
  Discretion

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  CLAIMS PROCEDURES

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Claim

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.02

  	
  Initial Claim

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.03

  	
  Appeals of Denied Administrative Claims

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.04

  	
  Appointment of the Named Appeals Fiduciary

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 10.05

  	
  Arbitration; Expenses

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Nonalienation of Benefits

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.02

  	
  Notices

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.03

  	
  Successors

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.04

  	
  Other Payments

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.05

  	
  No Mitigation

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.06

  	
  No Contract of Employment

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.07

  	
  Severability of Provisions

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.08

  	
  Heirs, Assigns, and Personal Representatives

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.09

  	
  Headings and Captions

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.10

  	
  Gender and Number

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.11

  	
  Unfunded Plan

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.12

  	
  Payments to Incompetent Persons

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.13

  	
  Lost Payees

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 11.14

  	
  Controlling Law

  	
  20

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A SEVERANCE BENEFITS

  	
  A-1

  
				



 


iii

















 


ARTICLE I


 


BACKGROUND, PURPOSE AND TERM OF PLAN


 


Section 1.01                            Purpose
of the Plan. The purpose of the Plan is to provide Eligible Employees
with certain compensation and benefits as set forth in the Plan in the event
the Eligible Employee’s employment with the Company or a Subsidiary is
terminated due to an Involuntary Termination. The Plan is not intended to be an
“employee pension benefit plan” or “pension plan” within the meaning of Section
3(2) of ERISA. Rather, this Plan is intended to be a “welfare benefit plan”
within the meaning of Section 3(1) of ERISA and to meet the descriptive
requirements of a plan constituting a “severance pay plan” within the meaning
of regulations published by the Secretary of Labor at Title 29, Code of
Federal Regulations, section 2510.3-2(b). Accordingly, the benefits paid by
the Plan are not deferred compensation and no employee shall have a vested
right to such benefits.


 


Section 1.02                            Term
of the Plan. The Plan shall generally be effective as of the Effective
Date and shall supersede any prior plan, program or policy under which the
Company or any Subsidiary provided severance benefits prior to the Effective
Date of the Plan. The Plan shall continue until terminated pursuant to Article
VIII of the Plan.


 

















 


ARTICLE II


 


DEFINITIONS


 


Section 2.01                            “Alternative
Position” shall mean a position with the Company that:


 


(a)                                  is
not more than 75 miles each way from the location of the Employee’s current
position (for positions that are essentially mobile, the mileage does not
apply); and


 


(b)                                 provides
the Employee with pay and benefits (not including perquisites or long term
incentive compensation) that are comparable in the aggregate to the Employee’s
current position.


 


The Plan
Administrator has the exclusive discretionary authority to determine whether a
position is an Alternative Position.


 


Section 2.02                            “Annual
Bonus” shall mean 100% of the Participant’s target annual bonus.


 


Section 2.03                            “Base
Salary” shall mean the annual base salary in effect as of the Participant’s
Termination Date.


 


Section 2.04                            “Board”
shall mean the Board of Directors of the Company, or any successor thereto, or
a committee thereof specifically designated for purposes of making
determinations hereunder.


 


Section 2.05                            “Cause”
shall mean an Employee’s (i) substantial failure or refusal to perform duties
and responsibilities of his or her job as required by the Company, (ii)
violation of any fiduciary duty owed to the Company, (iii) conviction of a
felony or misdemeanor, (iv) dishonesty, (v) theft, (vi) violation of Company
rules or policy, or (vii) other egregious conduct, that has or could have a
serious and detrimental impact on the Company and its employees. The Plan
Administrator, in its sole and absolute discretion, shall determine Cause. Examples
of “Cause” may include, but are not limited to, excessive absenteeism,
misconduct, insubordination, violation of Company policy, dishonesty, and
deliberate unsatisfactory performance (e.g., Employee refuses to improve
deficient performance).


 


Section 2.06                            “COBRA”
shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended.


 


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


 


Section 2.08                            “Committee”
shall mean the Compensation and Human Resources Committee of the Board or such
other committee appointed by the Board to assist the Company in making
determinations required under the Plan in accordance with its terms. The “Committee”
may delegate its authority under the Plan to an individual or another
committee.


 


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


 


2

















 


Section 2.10                            “Effective
Date” shall mean May 10, 2007, the effective date of this amended and
restated Plan. The Plan was originally effective January 1, 2004.


 


Section 2.11                            “Eligible
Employee” shall mean an Employee employed in the United States who is an
Officer, or in career bands 1 and 2, who is not covered under any other
severance plan or program sponsored by the Company or a Subsidiary. If there is
any question as to whether an Employee is deemed an Eligible Employee for
purposes of the Plan, the Senior Vice President – Human Resources, Tyco
International Ltd. shall make the determination.


 


Section 2.12                            “Employee”
shall mean an individual employed by Tyco International Ltd. or a Subsidiary as
a common law employee on the United States payroll of Tyco International Ltd.
or a Subsidiary, and shall not include any person working for the Company
through a temporary service or on a leased basis or who is hired by the Company
as an independent contractor, consultant, or otherwise as a person who is not
an employee for purposes of withholding federal employment taxes, as evidenced
by payroll records or a written agreement with the individual, regardless of any
contrary governmental or judicial determination or holding relating to such
status or tax withholding.


 


Section 2.13                            “Employer”
shall mean the Company or any Subsidiary with respect to which this Plan has
been adopted.


 


Section 2.14                            “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended, and
regulations thereunder.


 


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


 


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


 


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


 


Section 2.18                            “Officer”
shall mean any individual who is an officer, as such term is defined pursuant
to Rule 16a-1(f) as promulgated under the Exchange Act, of the Company. For
purposes of this definition, Officer shall also mean any officer of any of the
Company’s Subsidiaries who perform policy making functions, within the context
of Rule 16a-1(f).


 


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


 


Section 2.20                            “Permanent
Disability” shall mean that an Employee has a permanent and total
incapacity from engaging in any employment for the Employer for physical or
mental reasons. A “Permanent Disability” shall be deemed to exist if the
Employee meets the requirements for disability benefits under the Employer’s
long-term disability plan or under the requirements for disability benefits
under the Social Security law (or similar law outside the


 


3

















 


United States, if the Employee is employed in that
jurisdiction) then in effect, or if the Employee is designated with an inactive
employment status at the end of a disability or medical leave.


 


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


 


Section 2.22                            “Plan
Administrator” shall mean the individual(s) appointed by the Committee to
administer the terms of the Plan as set forth herein and if no individual is
appointed by the Committee to serve as the Plan Administrator for the Plan, the
Plan Administrator shall be the Senior Vice President – Human Resources, Tyco
International Ltd. (or the equivalent). Notwithstanding the preceding sentence,
in the event the Plan Administrator is entitled to Severance Benefits under the
Plan, the Committee or its delegate shall act as the Plan Administrator for
purposes of administering the terms of the Plan with respect to the Plan
Administrator. The Plan Administrator may delegate all or any portion of its
authority under the Plan to any other person(s).


 


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


 


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


 


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


 


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


 


Section 2.27                            “Subsidiary”
shall mean (i) a subsidiary company (wherever incorporated) as defined by
section 86 of the Companies Act 1981 of Bermuda (as amended), (ii) any
separately organized business unit, whether or not incorporated, of the
Company, and (iii) any employer that is required to be aggregated with the
Company pursuant to section 414 of the Internal Revenue Code of 1986, as
amended, and regulations issued thereunder.


 


Section 2.28                            “Termination
Date” shall mean the date on which the active employment of the Participant
by the Company or a Subsidiary is severed by reason of an Involuntary
Termination.


 


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


 


4

















 


ARTICLE III


 


PARTICIPATION AND ELIGIBILITY FOR BENEFITS


 


Section 3.01                            Participation.
Each Eligible Employee in the Plan who incurs an Involuntary Termination and
who satisfies the conditions of Section 3.02 shall be eligible to receive the
Severance Benefits described in the Plan. An Eligible Employee shall not be
eligible to receive any other severance benefits from the Company or Subsidiary
on account of an Involuntary Termination, unless otherwise provided in the Plan.
In addition, any Eligible Employee who is a party to an employment agreement
with the Company pursuant to which such Eligible Employee is entitled to
severance benefits shall be ineligible to participate in the Plan.


 


Section 3.02                            Conditions.


 


(a)                                  Eligibility
for any Severance Benefits is expressly conditioned on (i) execution by the
Participant of a Release in the form provided by the Company; (ii) compliance
by the Participant with all the terms and conditions of such Release; (iii) the
Participant’s written agreement to the confidentiality, non-solicitation, and
non-disparagement provisions in Article VI during and after the Participant’s
employment with the Company; and (iv) execution of a written agreement that
authorizes the deduction of amounts owed to the Company prior to the payment of
any Severance Benefit (or in accordance with any other schedule as the
Committee may, in its sole discretion, determine to be appropriate). If the
Committee determines, in its sole discretion, that the Participant has not
fully complied with any of the terms of the Agreement and/or Release, the
Committee may deny Severance Benefits not yet in pay status or discontinue the
payment of the Participant’s Severance Benefit and may require the Participant,
by providing written notice of such repayment obligation to the Participant, to
repay any portion of the Severance Benefit already received under the Plan. If
the Committee notifies a Participant that repayment of all or any portion of
the Severance Benefit received under the Plan is required, such amounts shall
be repaid within thirty (30) calendar days of the date the written notice is
sent. Any remedy under this subsection (a) shall be in addition to, and not in
place of, any other remedy, including injunctive relief, that the Company may
have.


 


(b)                                 An
Eligible Employee will not be eligible to receive severance benefits under any
of the following circumstances:


 


(i)                                     The
Eligible Employee voluntarily terminates employment:


 


(ii)                                  The
Eligible Employee resigns employment before the job-end date specified by the
Employer or while the Employer still desires the Eligible Employee’s services;


 


(iii)                               The
Eligible Employee’s employment is terminated for Cause;


 


(iv)                              The
Eligible Employee voluntarily retires;


 


5

















 


(v)                                 The
Eligible Employee’s employment is terminated due to the Eligible Employee’s
death or Permanent Disability;


 


(vi)                              The
Eligible Employee does not return to work within six (6) months of the onset of
an approved leave of absence, other than a personal, educational or military
leave and/or as otherwise required by applicable statute;


 


(vii)                           The
Eligible Employee does not return to work within three (3) months of the onset
of a personal or educational leave of absence;


 


(viii)                        The
Eligible Employee continues in employment with the Company or a Subsidiary or
has the opportunity to continue in employment in the same or in an Alternative
Position with the Company or a Subsidiary; or


 


(ix)                                The
Eligible Employee’s employment with the Employer terminates as a result of a
sale of stock or assets of the Employer, merger, consolidation, joint venture
or a sale or outsourcing of a business unit or function, or other transaction,
and the Eligible Employee accepts employment, or has the opportunity to
continue employment in an Alternative Position, with the purchaser, joint
venture, or other acquiring or outsourcing entity, or a related entity of
either the Company or the acquiring entity. The payment of Severance Benefits
in the circumstances described in this subsection (ix) would result in a
windfall to the Eligible Employee, which is not the intention of the Plan.


 


(c)                                  The
Plan Administrator has the sole discretion to determine an Eligible Employee’s
eligibility to receive Severance Benefits.


 


(d)                                 An
Eligible Employee returning from approved military leave will be eligible for
Severance Benefits if: (i) he/she is eligible for reemployment under the
provisions of the Uniformed Services Employment and Reemployment Rights Act
(USERRA); (ii) his/her pre-military leave job is eliminated; and (iii) the
Employer’s circumstances are changed so as to make reemployment in another
position impossible or unreasonable, or re-employment would create an undue
hardship for the Employer. If the Eligible Employee returning from military
leave qualifies for Severance Benefits, his/her severance benefits will be
calculated as if he/she had remained continuously employed from the date he/she
began his/her military leave. The Eligible Employee must also satisfy any other
relevant conditions for payment, including execution of a Release.


 


6

















 


ARTICLE IV


 


DETERMINATION OF SEVERANCE BENEFITS


 


Section 4.01                            Amount
of Severance Benefits Upon Involuntary Termination. Except as otherwise
provided in Section 4.05,  the
Severance Benefits to be provided to an Eligible Employee who incurs an
Involuntary Termination and is determined to be eligible for Severance Benefits
shall be as follows:


 


(a)                                  Notice
Pay. Except for Officers, each Eligible Employee who meets the eligibility
requirements for a Severance Benefit under Section 3.01 shall receive 30
calendar days notice as a Notice Period. In the event that the Company
determines that a Participant’s last day of work shall be prior to the end of
his or her Notice Period, such Employee shall be entitled to pay in lieu of
notice for the balance of such Notice Period. Notice Pay paid to an Eligible
Employee shall be in addition to, and not offset against, the Severance
Benefits the Participant may be entitled to receive under this Article IV. An
Eligible Employee who does not sign, or who revokes his or her signature on, a
Release shall only be eligible for Notice Pay. Unless otherwise permitted by
the applicable plan documents or laws, an Eligible Employee will not be
eligible to apply for short-term disability, long-term disability and/or
workers’ compensation during the Notice Period, or anytime thereafter.


 


(b)                                 Salary
Continuation Benefits. Salary Continuation shall be provided during the
Severance Period applicable to the Participant as set forth under the benefits
schedule appended to the Plan. During the Severance Period, the Participant
shall receive his or her Base Salary (net of deductions and tax withholdings,
as applicable) in equal installments over the Severance Period, per normal
payroll cycles. The salary continuation payment shall commence no earlier than
the end of the revocation period applicable to the Release.


 


(c)                                  Bonus.


 


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


 


(ii)                                  The
Participant shall also receive a cash payment equal to his or her Annual Bonus
during the Severance Period applicable to the Participant as set forth under
the benefits schedule appended to the Plan. Such bonus payment shall be paid to
the Participant in equal installments over the Severance Period (e.g., 12 month, 18 months or 24 months) or, in the sole
discretion of the Plan Administrator, may be paid to the Participant in a
single lump sum in lieu of payment over the Severance Period. The bonus payment
shall be paid at the same time as the Salary Continuation Benefits.


 


(d)                                 Medical,
Dental and Health Care Reimbursement Account Benefits. The Participant
shall continue to be eligible to participate in the medical, dental and Health
Care Reimbursement Account coverage in effect at the date of his or her
termination (or generally comparable coverage) for himself or herself and,
where applicable, his or her spouse and


 


7

















 


dependents, as the same may be changed from time to
time for employees of the Company generally, as if Participant had continued in
employment during the Severance Period (the “COBRA Continuation Coverage Period”).
The Participant shall be responsible for the payment of the employee portion of
the medical, dental and Health Care Reimbursement Account contributions that
are required during the Severance Period and such contributions shall be made
within the time period and in the amounts that other employees are required to
pay to the Company for similar coverage. The Participant’s failure to pay the
applicable contributions shall result in the cessation of the applicable
medical and dental coverage for the Participant and his or her spouse or
domestic partner and dependents. Notwithstanding any other provision of this
Plan to the contrary, in the event that a Participant commences employment with
another company at any time during the Severance Period, the Participant may
cease receiving coverage under the Company’s medical and dental plans. Within
thirty (30) days of Participant’s commencement of employment with another
company, Participant shall provide the Company written notice of such
employment and provide information to the Company regarding the medical and
dental benefits provided to Participant by his or her new employer. The COBRA
Continuation Coverage Period under section 4980B of the Code shall run
concurrently with the Severance Period.


 


(e)                                  Stock
Options. All stock options held by the Participant as of his or her
Termination Date shall continue to vest as scheduled during the twelve (12)
month period after the Participant’s Termination Date (unless the Participant’s
option agreement covering such options provides for more favorable vesting
treatment), and provided that the Participant has met any other condition
contained in an applicable stock option award agreement with respect to such
continued vesting. All vested outstanding stock options held by Participant
shall be exercisable for the greater of (i) the period set forth in Participant’s
option agreement covering such options, or (ii) twelve (12) months from the
Termination Date, provided that the Participant has met any other condition
contained in an applicable stock option award agreement with respect to such
extended exercise period. In no event, however, shall an option be exercisable
beyond its original term.


 


(f)                                    Restricted  Stock.


 


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


 


(g)                                 Outplacement
Services. The Company may, in its sole and absolute discretion, pay the
cost of outplacement services for the Participant at the outplacement agency
that the Company regularly uses for such purpose; provided,
however, that the period of outplacement shall not exceed twelve
(12) months from Participant’s Termination Date. The Company shall pay the cost
of outplacement services for the Participant for a period of up to twelve (12)
months from Participant’s Termination Date at either (i) the outplacement
agency that the Company regularly uses for such purpose, or (ii) provided the
Senior Vice President – Human Resources provides prior approval, at an
outplacement agency selected by the Participant.


 


(h)                                 In
the event that provision of any of the benefits in (d) above, would adversely
affect the tax status of the applicable plan or benefits, the Company, in its
sole


 


8

















 


discretion, may elect to pay to the Participant cash
in lieu of such coverage in an amount equal to the Company’s premium or average
cost of providing such coverage.


 


9

















 


Section 4.02                            Voluntary
Termination; Termination for Death or Permanent Disability. If the
Eligible Employee’s employment terminates on account of (i) the Eligible
Employee’s Voluntary Resignation, (ii) death, or (iii) Permanent Disability,
then the Eligible Employee shall not be entitled to receive Severance Benefits
under this Plan and shall be entitled only to those benefits (if any) as may be
available under the Company’s then-existing benefit plans and policies at the
time of such termination.


 


Section 4.03                            Termination
for Cause. If any Eligible Employee’s employment terminates on account
of termination by the Company for Cause, the Eligible Employee shall not be
entitled to receive Severance Benefits under this Plan and shall be entitled
only to those benefits that are legally required to be provided to the Eligible
Employee. Notwithstanding any other provision of the Plan to the contrary, if
the Committee or the Plan Administrator determines that an Eligible Employee
has engaged in conduct that constitutes Cause at any time prior to the Eligible
Employee’s Termination Date, any Severance Benefit payable to the Eligible
Employee under Section 4.01 of the Plan shall immediately cease, and the
Eligible Employee shall be required to return any Severance Benefits paid to
the Eligible Employee prior to such determination. The Company may withhold
paying Severance Benefits under the Plan pending resolution of an inquiry that
could lead to a finding resulting in Cause. If the Company has offset other
payments owed to the Eligible Employee under any other plan or program, it may,
in its sole discretion, waive its repayment right solely with respect to the
amount of the offset so credited.


 


Section 4.04                            Reduction
of Severance Benefits. The Plan Administrator reserves the right to
make deductions in accordance with applicable law for any monies owed to the
Company by the Participant or the value of Company property that the
Participant has retained in his/her possession.


 


Section 4.05                            Modification
of Severance Benefits. Notwithstanding anything to the contrary
contained herein, the Senior Vice President, Human Resources (or her/his
successor) shall have the discretion to modify the benefits otherwise available
to a Plan Participant under Section 4.01 or the timing of such benefits as
she/he deems appropriate, provided that in no event may the exercise of such
discretion result in an increase in the benefits that would otherwise have been
payable to the Participant under Section 4.01.


 


10














ARTICLE V


 


METHOD AND DURATION OF SEVERANCE BENEFIT PAYMENTS


 


Section 5.01                            Method
of Payment. The Severance Benefit to which a Participant is entitled,
as determined pursuant to Section 4.01, shall be paid in accordance with normal
payroll practices over the Severance Period or from a supplemental unemployment
benefits trust. In no event will interest be credited on the unpaid balance for
which a Participant may become eligible. Payment shall be made by mailing to
the last address provided by the Participant to the Company or such other
reasonable method as determined by the Plan Administrator. In general, the
initial payments shall be made as promptly as practicable after the Participant’s
Termination Date, the execution of the Release required under Section 3.02, and
the expiration of the required revocation period specified in the Release. All
payments of Severance Benefits are subject to applicable federal, state and
local taxes and withholdings. In the event of the Participant’s death prior to
the completion of all payments being made, the remaining payments shall be paid
to the Participant’s estate.


 


Section 5.02                            Other
Arrangements. The Severance Benefits under this Plan are not additive
or cumulative to severance or termination benefits that a Participant might
also be entitled to receive under the terms of a written employment agreement,
a severance agreement or any other arrangement with the Employer. As a
condition of participating in the Plan, the Eligible Employee must expressly
agree that this Plan supersedes all prior agreements, and sets forth the entire
Severance Benefit the Eligible Employee is entitled to while an Eligible
Employee in the Plan. The provisions of this Plan may provide for payments to
the Eligible Employee under certain compensation or bonus plans under
circumstances where such plans would not provide for payment thereof. It is the
specific intention of the Company that the provisions of this Plan shall
supersede any provisions to the contrary in such plans, to the extent permitted
by applicable law, and such plans shall be deemed to be have been amended to
correspond with this Plan without further action by the Company or the Board.


 


Section 5.03                            Termination
of Eligibility for Benefits.


 


(a)                                  All
Eligible Employees shall cease to be eligible to participate in the Plan, and
all Severance Benefit payments shall cease upon the occurrence of the earlier
of:


 


(i)                                     Subject
to Article VIII, termination or modification of the Plan; or


 


(ii)                                  Completion
of payment to the Participant of the Severance Benefit for which the
Participant is eligible under Article IV.


 


(b)                                 Notwithstanding
anything herein to the contrary, the Company shall have the right to cease all
Severance Benefit payments and to recover payments previously made to the
Participant should the Participant at any time breach the Participant’s
undertakings under the terms of the Plan, the Release the Participant executed
to obtain the Severance Benefits under the Plan or the confidentiality,
non-competition, non-solicitation and non-disparagement provisions of Article
VI.


 


11

















 


ARTICLE VI


 


CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT


 


Section 6.01                            Confidential
Information. The Eligible Employee
agrees that he or she shall not, directly or indirectly, use, make available,
sell, disclose or otherwise communicate to any person, other than in the course
of the Eligible Employee’s assigned duties and for the benefit of the Company,
either during the period of the Eligible Employee’s employment or at any time
thereafter, any nonpublic, proprietary or confidential information, knowledge
or data relating to the Company, any of its Subsidiaries, affiliated companies
or businesses, which shall have been obtained by the Eligible Employee during
the Eligible Employee’s employment by the Company or a Subsidiary. The
foregoing shall not apply to information that (i) was known to the public prior
to its disclosure to the Eligible Employee; (ii) becomes known to the public
subsequent to disclosure to the Eligible Employee through no wrongful act of
the Eligible Employee or any representative of the Eligible Employee; or (iii)
the Eligible Employee is required to disclose by applicable law, regulation or
legal process (provided that the Eligible Employee provides the Company with
prior notice of the contemplated disclosure and reasonably cooperates with the
Company at its expense in seeking a protective order or other appropriate
protection of such information). Notwithstanding clauses (i) and (ii) of the
preceding sentence, the Eligible Employee’s obligation to maintain such
disclosed information in confidence shall not terminate where only portions of
the information are in the public domain.


 


Section 6.02                            Non-Competition.
The Participant acknowledges that he or she performs services of a unique
nature for the Company that are irreplaceable, and that his or her performance
of such services for a competing business will result in irreparable harm to
the Company. Accordingly, during the Participant’s employment with the Company
or Subsidiary and for the one (1) year period thereafter, the Participant
agrees that the Participant will not, directly or indirectly, own, manage,
operate, control, be employed by (whether as an employee, consultant, independent
contractor or otherwise, and whether or not for compensation) or render
services to any person, firm, corporation or other entity, in whatever form,
engaged in any business of the same type as any business in which the Company
or any of its Subsidiaries or affiliates is engaged on the date of termination
or in which they have proposed, on or prior to such date, to be engaged in on
or after such date and in which the Participant has been involved to any extent
(other than de minimis) at any time during the one (1) year period ending with
the date of termination, in any locale of any country in which the Company or
any of its Subsidiaries conducts business. This Section 6.02 shall not prevent
the Participant from owning not more than one percent of the total shares of
all classes of stock outstanding of any publicly held entity engaged in such
business, nor will it restrict the Participant from rendering services to
charitable organizations, as such term is defined in section 501(c) of the
Code.


 


Section 6.03                            Non-Solicitation.
During the Eligible Employee’s employment with the Company or a Subsidiary and
for the two (2) year period thereafter, the Eligible Employee agrees that he or
she will not, directly or indirectly, individually or on behalf of any other
person, firm, corporation or other entity, knowingly solicit, aid or induce (i)
any employee of the Company or any Subsidiary, as defined by the Company, to
leave such employment in order to accept employment with or render services to
or with any other person, firm, corporation or other entity unaffiliated with
the Company or knowingly take any action to materially assist or aid any other
person, firm, corporation or other entity in identifying or hiring any such
employee, or (ii)


 


12

















 


any customer of the Company or any Subsidiary to
purchase goods or services then sold by the Company or any Subsidiary from
another person, firm, corporation or other entity or assist or aid any other
persons or entity in identifying or soliciting any such customer.


 


Section 6.04                            Non-Disparagement.
Each of the Eligible Employee and the Company (for purposes hereof, the Company
shall mean only the executive officers and directors thereof and not any other
employees) agrees not to make any statements that disparage the other party, or
in the case of the Company or its Subsidiaries, their respective affiliates,
employees, officers, directors, products or services. Notwithstanding the
foregoing, statements made in the course of sworn testimony in administrative,
judicial or arbitral proceedings (including, without limitation, depositions in
connection with such proceedings) shall not be subject to this Section 6.04.


 


Section 6.05                            Reasonableness.
In the event the provisions of this Article VI shall ever be deemed to exceed
the time, scope or geographic limitations permitted by applicable laws, then
such provisions shall be reformed to the maximum time, scope or geographic
limitations, as the case may be, permitted by applicable laws.


 


Section 6.06                            Equitable
Relief.


 


(a)                                  By
participating in the Plan, the Eligible Employee acknowledges that the
restrictions contained in this Article VI are reasonable and necessary to
protect the legitimate interests of the Company, its Subsidiaries and its
affiliates, that the Company would not have established this Plan in the
absence of such restrictions, and that any violation of any provision of this
Article will result in irreparable injury to the Company. By agreeing to
participate in the Plan, the Eligible Employee represents that his or her
experience and capabilities are such that the restrictions contained in this
Article VI will not prevent the Eligible Employee from obtaining employment or
otherwise earning a living at the same general level of economic benefit as is
currently the case. The Eligible Employee further represents and acknowledges
that (i) he or she has been advised by the Company to consult his or her own
legal counsel in respect of this Plan, and (ii) that he or she has had full
opportunity, prior to agreeing to participate in this Plan, to review
thoroughly this Plan with his or her counsel.


 


(b)                                 The
Eligible Employee agrees that the Company shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages,
as well as an equitable accounting of all earnings, profits and other benefits
arising from any violation of this Article VI, which rights shall be cumulative
and in addition to any other rights or remedies to which the Company may be
entitled. In the event that any of the provisions of this Article VI should
ever be adjudicated to exceed the time, geographic, service, or other
limitations permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the maximum time,
geographic, service, or other limitations permitted by applicable law.


 


(c)                                  The
Eligible Employee irrevocably and unconditionally (i) agrees that any suit,
action or other legal proceeding arising out of this Article VI, including
without limitation, any action commenced by the Company for preliminary and
permanent injunctive relief or other equitable relief, may be brought in the
United States District Court for the District of New York, or if such court
does not have jurisdiction or will not accept jurisdiction, in any court of
general jurisdiction in New York, (ii) consents to the non-exclusive jurisdiction
of any such court in any


 


13

















 


such suit, action or proceeding, and (iii) waives any
objection which Participant may have to the laying of venue of any such suit,
action or proceeding in any such court. Participant also irrevocably and
unconditionally consents to the service of any process, pleadings, notices or
other papers in a manner permitted by the notice provisions of Section 11.02.


 


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


 


14

















 


ARTICLE VII


 


THE PLAN ADMINISTRATOR


 


Section 7.01                            Authority
and Duties. It shall be the duty of the Plan Administrator, on the
basis of information supplied to it by the Company and the Committee, to
properly administer the Plan. The Plan Administrator shall have the full power,
authority and discretion to construe, interpret and administer the Plan, to
make factual determinations, to correct deficiencies therein, and to supply
omissions. All decisions, actions and interpretations of the Plan Administrator
shall be final, binding and conclusive upon the parties, subject only to
determinations by the Named Appeals Fiduciary (as defined in Section 10.04),
with respect to denied claims for Severance Benefits. The Plan Administrator
may adopt such rules and regulations and may make such decisions as it deems
necessary or desirable for the proper administration of the Plan.


 


Section 7.02                            Compensation
of the Plan Administrator. The Plan Administrator shall receive no
compensation for services as such. However, all reasonable expenses of the Plan
Administrator shall be paid or reimbursed by the Company upon proper
documentation. The Plan Administrator shall be indemnified by the Company
against personal liability for actions taken in good faith in the discharge of
the Plan Administrator’s duties.


 


Section 7.03                            Records,
Reporting and Disclosure. The Plan Administrator shall keep a copy of
all records relating to the payment of Severance Benefits to Participants and
former Participants and all other records necessary for the proper operation of
the Plan. All Plan records shall be made available to the Committee, the
Company and to each Participant for examination during business hours except
that a Participant shall examine only such records as pertain exclusively to
the examining Participant and to the Plan. The Plan Administrator shall prepare
and shall file as required by law or regulation all reports, forms, documents
and other items required by ERISA, the Code, and every other relevant statute,
each as amended, and all regulations thereunder (except that the Company, as
payor of the Severance Benefits, shall prepare and distribute to the proper
recipients all forms relating to withholding of income or wage taxes, Social
Security taxes, and other amounts that may be similarly reportable).


 


15

















 


ARTICLE VIII


 


AMENDMENT, TERMINATION AND DURATION


 


Section 8.01                            Amendment,
Suspension and Termination. Except as otherwise provided in this
Section 8.01, the Board or its delegee shall have the right, at any time and
from time to time, to amend, suspend or terminate the Plan in whole or in part,
for any reason or without reason, and without either the consent of or the
prior notification to any Participant, by a formal written action. No such
amendment shall give the Company the right to recover any amount paid to a
Participant prior to the date of such amendment or to cause the cessation of
Severance Benefits already approved for a Participant who has executed a
Release as required under Section 3.02.


 


Section 8.02                            Duration.
Unless terminated sooner by the Board or its delegee, the Plan shall continue
in full force and effect until termination of the Plan pursuant to Section
8.01; provided, however, that after the termination of the Plan, if any
Participants terminated employment on account of an Involuntary Termination
prior to the termination of the Plan and are still receiving Severance Benefits
under the Plan, the Plan shall remain in effect until all of the obligations of
the Company are satisfied with respect to such Participants.


 


16

















 


ARTICLE IX


 


DUTIES OF THE COMPANY AND THE COMMITTEE


 


Section 9.01                            Records.
The Company or a Subsidiary thereof shall supply to the Committee all records
and information necessary to the performance of the Committee’s duties.


 


Section 9.02                            Payment.
Payments of Severance Benefits to Participants shall be made in such amount as
determined by the Committee under Article IV, from the Company’s general assets
or from a supplemental unemployment benefits trust, in accordance with the
terms of the Plan, as directed by the Committee.


 


Section 9.03                            Discretion.
Any decisions, actions or interpretations to be made under the Plan by the
Board, the Committee and the Plan Administrator, acting on behalf of either,
shall be made in each of their respective sole discretion, not in any fiduciary
capacity and need not be uniformly applied to similarly situated individuals
and such decisions, actions or interpretations shall be final, binding and
conclusive upon all parties. As a condition of participating in the Plan, the
Eligible Employee acknowledges that all decisions and determinations of the
Board, the Committee and the Plan Administrator shall be final and binding on
the Eligible Employee, his or her beneficiaries and any other person having or
claiming an interest under the Plan on his or her behalf.


 


17

















 


ARTICLE X


 


CLAIMS PROCEDURES


 


Section 10.01                     Claim.
Each Participant under this Plan may contest only the administration of the
Severance Benefits awarded by completing and filing with the Plan Administrator
a written request for review in the manner specified by the Plan Administrator.
No appeal is permissible as to a Participant’s eligibility for or amount of the
Severance Benefit, which are decisions made solely within the discretion of the
Company, and the Committee acting on behalf of the Company. No person may bring
an action for any alleged wrongful denial of Plan benefits in a court of law
unless the claims procedures described in this Article X are exhausted and a
final determination is made by the Plan Administrator and/or the Named Appeals
Fiduciary. If the terminated Participant or interested person challenges a
decision by the Plan Administrator and/or Named Appeals Fiduciary, a review by
the court of law will be limited to the facts, evidence and issues presented to
the Plan Administrator during the claims procedure set forth in this Article X.
Facts and evidence that become known to the terminated Participant or other
interested person after having exhausted the claims procedure must be brought
to the attention of the Plan Administrator for reconsideration of the claims
administrator. Issues not raised with the Plan Administrator and/or Named
Appeals Fiduciary will be deemed waived.


 


Section 10.02                     Initial
Claim. Before the date on which payment of a Severance Benefit
commences, each such application must be supported by such information as the
Plan Administrator deems relevant and appropriate. In the event that any claim
relating to the administration of Severance Benefits is denied in whole or in
part, the terminated Participant or his or her beneficiary (“claimant”) whose
claim has been so denied shall be notified of such denial in writing by the
Plan Administrator within ninety (90) days after the receipt of the claim for
benefits. This period may be extended an additional ninety (90) days if the
Plan Administrator determines such extension is necessary and the Plan
Administrator provides notice of extension to the claimant prior to the end of
the initial ninety (90) day period. The notice advising of the denial shall
specify the following: (i) the reason or reasons for denial, (ii) make specific
reference to the Plan provisions on which the determination was based, (iii)
describe any additional material or information necessary for the claimant to
perfect the claim (explaining why such material or information is needed), and
(iv) describe the Plan’s review procedures and the time limits applicable to
such procedures, including a statement of the claimant’s right to bring a civil
action under section 502(a) of ERISA following an adverse benefit determination
on review.


 


Section 10.03                     Appeals of
Denied Administrative Claims. All appeals shall be made by the
following procedure:


 


(a)                                  A
claimant whose claim has been denied shall file with the Plan Administrator a
notice of appeal of the denial. Such notice shall be filed within sixty (60)
calendar days of notification by the Plan Administrator of the denial of a
claim, shall be made in writing, and shall set forth all of the facts upon
which the appeal is based. Appeals not timely filed shall be barred.


 


(b)                                 The
Named Appeals Fiduciary shall consider the merits of the claimant’s written
presentations, the merits of any facts or evidence in support of the denial of
benefits, and such other facts and circumstances as the Named Appeals Fiduciary
shall deem relevant.


 


18

















 


(c)                                  The
Named Appeals Fiduciary shall render a determination upon the appealed claim
which determination shall be accompanied by a written statement as to the reasons
therefor. The determination shall be made to the claimant within sixty (60)
days of the claimant’s request for review, unless the Names Appeals Fiduciary
determines that special circumstances require an extension of time for
processing the claim. In such case, the Named Appeals Fiduciary shall notify
the claimant of the need for an extension of time to render its decision prior
to the end of the initial sixty (60) day period, and the Named Appeals
Fiduciary shall have an additional sixty (60) day period to make its
determination. The determination so rendered shall be binding upon all parties.
If the determination is adverse to the claimant, the notice shall provide (i)
the reason or reasons for denial, (ii) make specific reference to the Plan
provisions on which the determination was based, (iii) a statement that the
claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to a the claimant’s claim for benefits, and (iv) state that the claimant has
the right to bring an action under section 502(a) of ERISA.


 


Section 10.04                     Appointment
of the Named Appeals Fiduciary. The Named Appeals Fiduciary shall be
the person or persons named as such by the Board or Committee, or, if no such
person or persons be named, then the person or persons named by the Plan
Administrator as the Named Appeals Fiduciary. Named Appeals Fiduciaries may at
any time be removed by the Board or Committee, and any Named Appeals Fiduciary
named by the Plan Administrator may be removed by the Plan Administrator. All
such removals may be with or without cause and shall be effective on the date
stated in the notice of removal. The Named Appeals Fiduciary shall be a “Named
Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary
responsibilities, shall have no authority, responsibility, or liability with
respect to any matter other than the proper discharge of the functions of the
Named Appeals Fiduciary as set forth herein.


 


Section 10.05                     Arbitration;
Expenses. In the event of any dispute under the provisions of this
Plan, other than a dispute in which the primary relief sought is an equitable
remedy such as an injunction, the parties shall have the dispute, controversy
or claim settled by arbitration in New York, New York (or such other location
as may be mutually agreed upon by the Employer and the Participant) in
accordance with the National Rules for the Resolution of Employment Disputes
then in effect of the American Arbitration Association, before a panel of three
arbitrators, two of whom shall be selected by the Company and the Participant,
respectively, and the third of whom shall be selected by the other two
arbitrators. Any award entered by the arbitrators shall be final, binding and
nonappealable and judgment may be entered thereon by either party in accordance
with applicable law in any court of competent jurisdiction. This arbitration
provision shall be specifically enforceable. The arbitrators shall have no
authority to modify any provision of this Plan or to award a remedy for a
dispute involving this Plan other than a benefit specifically provided under or
by virtue of the Plan. If the Participant substantially prevails on any
material issue, which is the subject of such arbitration or lawsuit, the
Company shall be responsible for all of the fees of the American Arbitration
Association and the arbitrators and any expenses relating to the conduct of the
arbitration (including the Company’s and Participant’s reasonable attorneys’
fees and expenses). Otherwise, each party shall be responsible for its own
expenses relating to the conduct of the arbitration (including reasonable
attorneys’ fees and expenses) and shall share the fees of the American
Arbitration Association.


 


19

















 


ARTICLE XI


 


MISCELLANEOUS


 


Section 11.01                     Nonalienation
of Benefits. None of the payments, benefits or rights of any
Participant shall be subject to any claim of any creditor of any Participant,
and, in particular, to the fullest extent permitted by law, all such payments,
benefits and rights shall be free from attachment, garnishment (if permitted
under applicable law), trustee’s process, or any other legal or equitable
process available to any creditor of such Participant. No Participant shall
have the right to alienate, anticipate, commute, plead, encumber or assign any
of the benefits or payments that he may expect to receive, continently or
otherwise, under this Plan, except for the designation of a beneficiary as set
forth in Section 5.01.


 


Section 11.02                     Notices.
All notices and other communications required hereunder shall be in writing and
shall be delivered personally or mailed by registered or certified mail, return
receipt requested, or by overnight express courier service. In the case of the
Participant, mailed notices shall be addressed to him or her at the home
address which he or she most recently communicated to the Company in writing. In
the case of the Company, mailed notices shall be addressed to the Plan
Administrator.


 


Section 11.03                     Successors.
Any successor to the Company shall assume the obligations under this Plan and
expressly agree to perform the obligations under this Plan.


 


Section 11.04                     Other
Payments. Except as otherwise provided in this Plan, no Participant
shall be entitled to any cash payments or other severance benefits under any of
the Company’s then current severance pay policies for a termination that is
covered by this Plan for the Participant.


 


Section 11.05                     No
Mitigation. Except as otherwise provided in Section 4.01(d) and Section
4.04, Participant shall not be required to mitigate the amount of any Severance
Benefit provided for in this Plan by seeking other employment or otherwise, nor
shall the amount of any Severance Benefit provided for herein be reduced by any
compensation earned by other employment or otherwise, except if the Participant
is re-employed by Company, in which case Severance Benefits shall cease.


 


Section 11.06                     No
Contract of Employment. Neither the establishment of the Plan, nor any
modification thereof, nor the creation of any fund, trust or account, nor the
payment of any benefits shall be construed as giving any Eligible Employee or
any person whosoever, the right to be retained in the service of the Company,
and all Eligible Employees shall remain subject to discharge to the same extent
as if the Plan had never been adopted.


 


Section 11.07                     Severability
of Provisions. If any provision of this Plan shall be held invalid or
unenforceable by a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any other provisions hereof, and this Plan
shall be construed and enforced as if such provisions had not been included.


 


20

















 


Section 11.08                     Heirs,
Assigns, and Personal Representatives. This Plan shall be binding upon
the heirs, executors, administrators, successors and assigns of the parties,
including each Participant, present and future.


 


Section 11.09                     Headings
and Captions. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan, and
shall not be employed in the construction of the Plan.


 


Section 11.10                     Gender and
Number. Where the context admits: words in any gender shall include any
other gender, and, except where otherwise clearly indicated by context, the
singular shall include the plural, and vice-versa.


 


Section 11.11                     Unfunded
Plan. The Plan shall not be funded. No Participant shall have any right
to, or interest in, any assets of the Company that may be applied by the
Company to the payment of Severance Benefits.


 


Section 11.12                     Payments
to Incompetent Persons. Any benefit payable to or for the benefit of a
minor, an incompetent person or other person incapable of receipting therefor
shall be deemed paid when paid to such person’s guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Company, the Committee and all other
parties with respect thereto.


 


Section 11.13                     Lost
Payees. A benefit shall be deemed forfeited if the Committee is unable
to locate a Participant to whom a Severance Benefit is due. Such Severance
Benefit shall be reinstated if application is made by the Participant for the
forfeited Severance Benefit while this Plan is in operation.


 


Section 11.14                     Controlling
Law. This Plan shall be construed and enforced according to the laws of
the State of New York to the extent not superseded by Federal law.


 


21

















 


SCHEDULE A


 


SEVERANCE BENEFITS


 


 


	
  Section 16 Officers

  	
   

  	
  24 months of pay

  
	
   

  	
   

  	
   

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

  	
   

  	
  18 months of pay

  
	
   

  	
   

  	
   

  
	
  All other Band 1 and 2 employees

  	
   

  	
  12 months of pay.

  



 


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


 


A-1