Exhibit 10s
FORM OF 1991 SPECIAL SEVERANCE AGREEMENT
[Xxxxxx Corporation Letterhead]
November 19, 1991
Dear __________:
As you may know, Xxxxxx Corporation (the "Company") maintains a severance policy
for the benefit of certain of its employees. This policy provides for severance
pay upon termination of employment in certain circumstances. A copy of the
Company's severance policy, in effect on the date of this letter, is attached as
Exhibit A (the "Severance Policy").
In consideration of the valuable services you provide to the Company, the
Company is setting forth in this letter the agreement between the Company and
you concerning severance benefits to which you will become entitled should your
employment with the Company terminate during the term of this agreement.
1. The Company agrees that if your employment with the Company terminates
at any time (subject to paragraph 2. below), the severance benefits to
which you will be entitled, if any, will be determined under the
attached Severance Policy, regardless of any modification, revocation,
or termination of the Company's severance policy applicable to any
other employees of the Company, except that if the ------ Company's
severance policy in effect on the date of your termination of
employment is different from the attached Severance Policy, then
within ten (10) days of the date of your termination of employment,
you may decide whether your severance pay will be per the attached
Severance Policy or per the severance policy in effect on the date of
your termination. If you make so such election, the attached Severance
Policy shall apply.
2. At any time starting one year from the date of this letter, the
Company or the employee may, at their sole discretion, terminate this
letter by providing a written notice of such termination at least
three years in advance of the effective date of such termination.
3. If the Company is at any time merged or consolidated into or with any
other entity, or if all or substantially all of the assets of the
Company are transferred to another entity, the provisions of this
letter will be binding upon and inure to the benefit of the other
entity unless you voluntarily elect not to become an employee of the
other entity with substantially the same responsibility, compensation,
and benefits, and the Company will enter into an agreement with the
other entity that such other entity will assume this letter and all
obligations and liabilities hereunder; provided, that the Company's
failure to comply with this provision shall not adversely affect any
of your rights under this letter. In addition, this paragraph will
apply in the event of any subsequent merger, consolidation, or
transfer of assets.
4. The provisions of this letter may be modified only in a written
instrument agreed to and executed by the Company and you.
Sincerely,
---------------------------------
Xxxxxx X. Xxxxxxxx, President
POLICY # B-10
XXXXXX CORPORATION SEVERANCE
POLICY FOR SALARIED EMPLOYEES
-----------------------------
POLICY
------
The terms of this Policy will apply to determine in what circumstances, and on
what terms and conditions, regular, full-time salaried employees of Xxxxxx
Corporation based in the United States will be eligible for severance pay upon
the termination of their employment.
APPLICATION OF POLICY
---------------------
A. Definitions
-----------
1. Regular employees are those employees not classified as temporary.
2. Full-time employees are those employees normally scheduled for 40 or
more hours of work per week.
3. Salaried employees are those employees eligible to participate in the
Pension Plan for Salaried Employees.
4. Length of Service is calculated in the same manner as credited service
for the Pension Plan for Salaried Employees - any fraction of a year
is rounded to the next higher whole year. All service, hourly and
salared, will be counted. However, the credited service accrual under
Section H.1. will not be used in the Section C. formulae.
5. Annual Salary for purposes of determining amounts to be paid under
this Policy shall be the current gross annualized rate of pay plus any
bonus or commission payments during the previous twelve months, or,
the average of the total gross annual pay plus any bonus or commission
payments for the past two calendar years, whichever is greater.
6. Rate of pay is the amount paid to an employee on a regular basis
before all deductions.
B. General Principles
------------------
There are two general principles that apply to this Policy as a whole,
notwithstanding any other provisions of this Policy. First, Xxxxxx
Corporation reserves the right to amend, modify, or terminate this Policy
in whole or in part at any time. Second, no benefits shall be provided
pursuant to this Policy in the event of any employee's termination of
employment in connection with a business transaction if the individual
immediately thereafter is employed or is offered employment in
substantially the same capacity with substantially equivalent pay and
benefits by the entity that, pursuant to the transaction, is the successor
to or acquirer of most or all of the business in which the individual was
primarily employed prior to the transaction.
X. Xxxxxxxxx Pay
-------------
Severance pay, if any, will depend upon the reason for the termination of
employment.
1. Voluntary Termination
---------------------
Employees who voluntarily terminate their employment (except as
indicated in Section F., below) are not eligible for any severance pay
benefits under this Policy. The Company may choose to pay the employee
in lieu of working during the notice period. Normally, such payment
will not exceed two weeks.
Employees who retire usually are considered to be voluntary
terminations. However, if a terminated employee is eligible to receive
a benefit under the Xxxxxx Corporation Pension Plan for Salaried
Employees, that employee will be eligible for severance pay if the
reason for termination is covered in Sections C.2.a., C.2.b., or F.
below. This payment is not affected by the employee's simultaneous or
later decision to draw a pension.
2. Involuntary Termination
-----------------------
a. Reduction-In-Force
Employees terminated due to a reduction-in-force are
eligible for severance pay benefits as follows:
EXEMPT EMPLOYEES
----------------
Weeks of Pay for Weeks of Pay Based
Length of Service PLUS On Annual Salary
----------------- ----------------
< 5 yrs = 4 weeks < $ 40K = 12
5 <10 yrs = 6 weeks
10 <15 yrs = 8 weeks $ 40K < $70K = 12 plus 1
15 <20 yrs = 10 weeks week for each $2,500 or
20 <25 yrs = 14 weeks portion thereof above $40K
25 <30 yrs = 16 weeks
30 <35 yrs = 18 weeks $ 70K <$100K = 24 plus 1
35 + yrs = 20 weeks week for each $1,250 or
portion thereof above $70K
> $100K = 48 plus 1 week
for each $1,000 or portion
there-of over $100K
The maximum allowable weeks of pay under this formula is 78 weeks.
NON-EXEMPT EMPLOYEES
--------------------
Weeks of Pay for
Length of Service
-----------------
< 5 yrs = 5 weeks
5 <10 yrs = 10 weeks
10 <15 yrs = 15 weeks
15 <20 yrs = 20 weeks
20 + yrs = 25 weeks
b. Unable to Fulfill Job Requirements
Employees who are terminated because, in the sole judgment
of the Company, they do not fulfill their job requirements,
are eligible for severance pay benefits. Such terminees must
have received written notification(s) from their supervisors
or managers of their failure to fulfill job requirements.
This type of termination must be approved by the
Vice-President, Human Resources or his designee. The
employee will receive the same severance as if the
termination were a reduction-in-force.
c. Felonious Actions, Serious Policy Violations, or Gross
Misconduct
Employees who are terminated for being convicted of a
felonious action(s), serious violation of Company policy, or
gross misconduct are not eligible for any severance pay or
benefits.
D. Payments
--------
Payments under this Policy will be made with the same frequency
(semi-monthly or weekly) as when the terminated employee was employed. A
terminated employee will be paid as required by applicable state law and
Company Policy for salary earned but not yet paid and for unused and
accrued vacation time. At the end of the period covered by this vacation
pay, severance payments will begin.
If an employee collects state unemployment benefits during the severance
period, the amount of the unemployment benefits will be deducted from the
gross amount of the severance payment.
E. Cessation of Payments
---------------------
If a former employee who is receiving payments under this Policy is rehired
by the Company or hired by any entity of which the Company owns at least
50%, payments under this Policy will cease. Additionally, payments will
cease if the former employee violates the terms of his or her
confidentiality and/or non-compete agreements in any material way.
F. "Constructive" Discharge
------------------------
Employees who are earning at least $50,000 Annual Rate of Pay are eligible
for reduction-in-force severance pay when their base salary is reduced by
20 percent or more so that, in effect, they have been "constructively"
discharged. For such benefits to apply, the employee must terminate within
one year of the date of such reduced compensation.
G. Company Car and Gas Allowance
-----------------------------
Monthly car and gas allowances for eligible employees will cease as of the
date of termination. Employees who have a Company-leased car must return
the car to the Company within thirty (30) days after the date of
termination.
If the terminated employee was receiving either a car allowance or a
Company-leased car, and is entitled to severance pay under this Policy, a
single lump sum payment of $5,000.00 will be paid to the former employee in
addition to the regular severance pay. It will be paid within ten (10)
business days following the later of discontinuation of monthly car
allowance payments or the return of the Company-leased car.
H. Related Benefit Programs
------------------------
1. Benefits Which Continue
Coverage under "Benefits & You" (flexible benefits) continues during
the severance pay period. These programs may include:
o Medical Insurance (or an HMO, if it has been chosen as an
alternative),
o Dental Insurance,
o Life Insurance,
o Dependent Life Insurance,
o Personal and Family Accident Insurance,
o Long Term Disability Insurance,
o Flexible Spending Accounts.
Even thought not a part of Benefits & You, the following programs
continue during the severance pay period if they apply to the
terminated employee(s):
o RESIP 401(k)
o Rogers Corporation Incentive Stock Options and Non-Qualified
Stock Options granted,
o Accrual of length of service for the pension plan,
o U. S. Saving Bond Program, and
o Tuition Refund. Tuition Refund, however, applies only to those
courses in which an employee is enrolled prior to termination and
then successfully completes.
2. Benefits Which Do Not Continue
The following benefit programs do not apply during the severance pay
period:
o Vacation accrual,
o Paid holidays,
o Salary continuation for short-term disabilities,
o Holiday gifts, and
o Service Awards.
I. Death Benefits
--------------
If any employee who becomes entitled to receive any severance payments or
benefits dies prior to the time when all amounts have been paid in full,
all amounts payable and benefits due to that individual shall be paid to
the individual's beneficiary. "Beneficiary" means the person or persons so
designated to receive such amounts or, if no such beneficiary designation
or beneficiary exists at the time of the individual's death, the legal
representative of the individual's estate.
APPROVED:
/s/ NLGreenman
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Xxxxxx X. Xxxxxxxx
11/19/91
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Date
