Exhibit 10.7
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is made
and entered into this ____day of _______________, 2002 by and between Xxxxx
X. Xxxx (the "Employee") and Ashland Inc. (herein the "Company" or
"Ashland").
W I T N E S S E T H:
WHEREAS, Employee has been employed by the Company from December 31,
1981 to the present; and
WHEREAS, Employee and the Company desire to settle fully and finally
all matters between them, including, but in no way limited to, any issues
that might arise out of Employee's employment with and retirement from the
Company;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, Employee and the Company agree as follows:
1. This Separation Agreement and General Release (the "Agreement")
shall not in any way be construed as an admission by the Company that it
has acted wrongfully with respect to Employee or any other person, or that
Employee has any rights whatsoever against the Company, and the Company
specifically disclaims any liability to or wrongful acts against Employee
or any other person, on the part of itself, its employees or its agents.
2. Employee represents, understands, and agrees that on January 31,
2002 ("Release Date"), he will be released from active employment with
Ashland Inc. His employment will terminate on January 31, 2004
("Termination Date"), and he will be eligible to retire from the Company on
February 1, 2004 ("Retirement Date").
3. Employee represents that he has not filed any complaints or charges
or lawsuits against the Company with any governmental agency or any court,
and that he will not do so at any time hereafter; provided, however, this
shall not limit Employee from filing a lawsuit for the sole purpose of
enforcing Employee's rights under this Agreement.
4. In order to assist Employee in the transition into other endeavors,
and as mutual consideration for the covenants expressed herein, the Company
will provide Employee with the Severance Benefits more fully described in
Attachment I (Summary of Benefits), which is hereby incorporated by
reference.
5. Employee understands and agrees that the consideration described
above is more than Employee would otherwise be entitled to under the
Company's existing policies and any current agreement with Employee.
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6. Employee understands and agrees that, effective as of his Release
Date, he is no longer authorized to incur any expenses or obligations or
liabilities on behalf of the Company. However, Ashland may, from time to
time during the Payroll Continuation Period (as defined in Attachment I),
request Employee to perform services of the nature and type he performed
during his service with Ashland, and Employee will be responsive on a
reasonable basis to the requests of Ashland.
7. As of his Release Date, Employee will return to the Company all
Company Information and related reports, maps, files, memoranda, and
records; credit cards, cardkey passes; door and file keys; computer access
codes; software; and other physical or personal property which Employee
received or prepared or helped prepare in connection with his employment.
Employee has not retained and will not retain any copies, duplicates,
reproductions, or excerpts thereof. The term "Company Information" as used
in this Agreement means (a) confidential information including, without
limitation, information received from third parties under confidential
conditions; and (b) other technical, business, or financial information,
the use or disclosure of which might reasonably be construed to be contrary
to the interests of the Company.
8. Employee agrees that during the course of his employment with the
Company he has acquired Company Information as defined in Paragraph 7.
Employee understands and agrees that such Company Information has been
disclosed to Employee in confidence and for Company use only. Employee
understands and agrees that he (i) will keep such Company Information
confidential at all times during and after his employment with the Company,
(ii) will not disclose or communicate Company Information to any third
party, and (iii) will not make use of Company Information on Employee's own
behalf, or on behalf of any third party. In view of the nature of
Employee's employment and the nature of Company Information which Employee
has received during the course of his employment, Employee agrees that any
unauthorized disclosure to third parties of Company Information or other
violation, or threatened violation, of this Agreement would cause
irreparable damage to the trade secret status of Company Information and to
the Company. When Company Information becomes generally available to the
public other than by Employee's acts or omissions, it is no longer subject
to these restrictions. However, Company Information shall not be deemed to
come under this exception merely because it is embraced by more general
information that is or becomes generally available to the public. It is
understood that, if requested by Employee, the Company may review and
approve the Employee's resume to assure there is no violation of this
Paragraph 8, which approval shall not be unreasonably withheld.
9. During the Payroll Continuation Period and for a period of one year
after Employee's Termination Date (the "non-compete period"), Employee
shall not, without Ashland's prior written consent, accept a directorship
or employment with, engage in consulting for or otherwise render services
for, make investments in, or otherwise engage in any other business
activity with, any corporation, partnership, firm or other form of business
enterprise which competes, both as to the type of activity and geographical
location, with any business of the Company. However, Employee's
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ownership, directly or indirectly, of issued and outstanding stock or
debt obligations of any corporation, which are regularly traded on a
national securities exchange or in the over-the-counter market, shall not
be deemed to be a violation of this Agreement so long as such ownership
does not, directly or indirectly, permit Employee to control the business
and affairs of such corporation. Employee further agrees that for the
non-compete period, Employee will not interfere with or disrupt the
relationship, contractual or otherwise, with respect to the business or
employment relationship between the Company or its successors and any other
party, including other employees of the Company or its successors. Employee
agrees that these restrictions are reasonable, and that they do not
unreasonably preclude Employee from being gainfully employed.
Notwithstanding, Employee shall also be subject to the non-compete
provisions of paragraph 4.04 of Ashland's Supplemental Early Retirement
Plan.
10. This Agreement shall immediately and automatically terminate if
(a) Employee breaches the confidentiality provisions of paragraph (8)
above, (b) Employee engages in competitive activity as set forth in
paragraph (9) above, or (c) Employee takes any other action inconsistent
with this Agreement. In the case of such termination of this Agreement, the
Company may cease further payments and benefits to Employee, and may recoup
previous amounts paid to Employee, and other damages, under this Agreement.
The covenants set forth in paragraphs (8), (9), and (15) shall survive the
term of this Agreement.
11. Employee acknowledges and agrees that the remedy of the Company at
law for any breach of the covenants and agreements of paragraphs (8) and
(9) of this Agreement will be inadequate, and that the Company will be
entitled to injunctive relief against any such breach or any threatened,
imminent, probable or possible breach.
12. The provisions of this Agreement are severable, and if any part of
it is found to be unenforceable, the other paragraphs shall remain fully
valid and enforceable.
13. Employee represents and agrees that he will keep the terms of this
Agreement completely confidential, and that he will not hereafter disclose
any information concerning this Agreement to anyone except his immediate
family, financial advisor and attorney; provided, they agree to keep said
information confidential and not disclose it to others.
14. Employee represents and agrees that he has carefully read and
fully understands all of the provisions of this Agreement, that he is
voluntarily entering into this Agreement, and that he has had sufficient
time before signing this Agreement to consult with counsel.
15. As a material inducement to the Company to enter into this
Agreement, Employee hereby irrevocably and unconditionally releases,
acquits, and forever discharges Company and each of the Company's owners,
stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys,
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divisions, subsidiaries, affiliates, and all persons acting by,
through, under, or in concert with any of them (collectively "Releasees"),
jointly and individually, from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts,
and expenses (including attorneys' fees and costs actually incurred) of any
nature whatsoever, including, but not limited to, any claims of wrongful
discharge or any other claim related to Employee's employment or to acts or
omissions of the Company involving Employee or of rights under federal,
state, or local laws prohibiting age or other forms of discrimination,
claims growing out of any legal restrictions on Company's right to
terminate its employees ("Claim" or "Claims") arising out of any actions or
events occurring before the date of Employee's execution of this Release
against each or any of the Releasees. Examples of such federal, state, or
local law, rule, or regulation regarding discrimination include, but are
not limited to, any claims arising under Title VII of the Civil Rights Act
of 1964, 42 U.S.C. Section 2000e et seq., the Age Discrimination in
Employment Act, 29 U.S.C. Section 621 et seq., or the Workers' Adjustment
and Retraining Notification (WARN) Act, 29 U.S.C. Section 2101 et seq.
These examples shall not limit the scope of this Release. This Release is
intended to be a broad release and shall apply to any relief, no matter how
denominated, including, but not limited to, claims for future employment,
rights or causes of action for wages, backpay, front pay, compensatory
damages, or punitive damages. Employee also agrees that he will not file or
permit to be filed on his behalf any such claim and Employee hereby agrees
to indemnify and hold Releasees harmless from any such claim.
Notwithstanding anything to the contrary in this paragraph 15, Employee
does not release any claim he may have under any employee benefit plan in
which he was a participant during his employment with the Company for the
payment of a benefit thereunder to which he would be entitled in accordance
with its terms in the ordinary course of the administration of the Plan.
Further, Employee does not release any rights of indemnification as
provided under the Company's By-laws or policies.
16. As a further material inducement to the Company to enter into this
Agreement, Employee hereby agrees to indemnify and hold each and all of the
Releasees harmless from and against any and all loss, costs, damages, or
expenses, including, without limitation, attorneys' fees incurred by
Releasees, or any of them, arising out of any breach of this Agreement by
Employee or the fact that any representation made herein by Employee was
false when made, except that this provision shall not apply to any alleged
breach due to a challenge of the validity of the ADEA waiver contained
herein.
17. Employee understands and agrees that Employee has been given
through February 8, 2002 (the "Review Period"), which is at least
twenty-one (21) days, to review and consider this General Release. Employee
understands that Employee may use as much or as little of the Review Period
as Employee wishes to prior to reaching a decision regarding the signing of
this General Release. However, Employee acknowledges that under no
circumstances may Employee sign and date this General Release prior to
Employee's Release Date. Accordingly, Employee understands that if Employee
does not sign, date, and return this General Release during that portion of
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the Review Period falling after Employee's Release Date and prior to
the expiration of the Review Period, the General Release will not be valid
and Employee will not receive the special severance benefits under the
terms of this special severance offer.
18. In accordance with federal law, Employee may revoke this Agreement
at any time within seven (7) calendar days of the date of execution noted
below. To be effective, the revocation must be in writing and delivered to
Xxxxxx X. Block, Administrative Vice President, Human Resources, 00 X.
XxxxxXxxxxx Xxxxxxxxx, Xxxxxxxxx, either by hand or mail within a seven (7)
day period following Employee's execution of this Agreement. If delivered
by mail, the rescission must be:
1. Postmarked within the seven (7) day period;
2. Properly addressed as noted above; and
3. Sent by Certified Mail, Return Receipt Requested.
This Agreement shall not become effective or enforceable until this
7-day revocation period has expired.
19. This Agreement constitutes the full, complete, and entire
agreement between the parties and supercedes all prior agreements between
the parties and Employee's signature indicates that he has not relied upon
any statements or representations or other matters from the Company, its
agents, officers, or employees. Any future alteration, modification, or
waiver, to be binding on the parties, must be reduced to writing and
attached hereto.
20. Upon execution by both parties, this Agreement shall terminate all
prior employment and severance agreements between the Employee and the
Company and its divisions or subsidiaries.
21. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
22. It is agreed that this Separation Agreement and Release shall be
interpreted in accordance with the laws of the State of Kentucky.
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IMPORTANT NOTICE
BY SIGNING THIS AGREEMENT, YOU, XXXXX X. XXXX, AFFIRM THAT YOU HAVE
READ AND UNDERSTAND THIS AGREEMENT; THAT YOU HAVE HAD A MINIMUM OF
TWENTY-ONE (21) DAYS TO CONSIDER THE AGREEMENT AND USED AS MUCH OF THIS
21-DAY PERIOD AS YOU WISHED PRIOR TO SIGNING; THAT YOU HAVE NOT SIGNED AND
DATED THIS AGREEMENT BEFORE YOUR RELEASE DATE; THAT YOU UNDERSTAND FULLY
ITS FINAL AND BINDING EFFECT; THAT THE ONLY PROMISES MADE TO INDUCE YOU TO
SIGN THIS AGREEMENT ARE THOSE STATED HEREIN AND THAT YOU ARE SIGNING THIS
AGREEMENT VOLUNTARILY WITH THE FULL INTENT OF RELEASING THE COMPANY AND ALL
ASSOCIATED ENTITIES AND INDIVIDUALS FROM ANY AND ALL CLAIMS, KNOWN OR
UNKNOWN, RELATING TO OR ARISING OUT OF YOUR EMPLOYMENT WITH ASHLAND; THAT
YOU HAVE BEEN ADVISED THAT IT IS IN YOUR BEST INTEREST TO HAVE AN ATTORNEY,
HIRED BY YOU, LOOK AT THE AGREEMENT AND GIVE YOU ADVICE ABOUT IT; THAT YOU
WERE GIVEN A CHANCE TO REFUSE TO SIGN THIS AGREEMENT; AND THAT YOU ARE
AWARE THAT YOU HAVE AN ADDITIONAL SEVEN (7) DAYS IN WHICH TO REVOKE YOUR
ACCEPTANCE OF THIS AGREEMENT.
ASHLAND INC.
By: __________________________
Title: __________________________
--------------------------
XXXXX X. XXXX
--------------------------
Date of Execution
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Name: XXXXX X. XXXX
Date of Presentation:
Attachment 1
RETIREMENT ELIGIBLE
SUMMARY OF PAYROLL CONTINUATION BENEFITS,
EMPLOYEE BENEFITS AND MISCELLANEOUS PROVISIONS
SPECIAL PAYROLL CONTINUATION BENEFITS
On January 31, 2002 (your "Release Date"), your active employment will
end and you will become an employee without regularly assigned duties.
After your Release Date, you will receive payroll continuation
payments based on your current rate of base pay commencing on the first
regularly scheduled pay date of Ashland employees occurring after the
effective date of this Agreement, and ending on January 31, 2004 (your
Termination Date). You will then be eligible to retire on February 1, 2004
(your "Retirement Date").
The length of your payroll continuation payments is called your
"Payroll Continuation Period."
During your Payroll Continuation Period you will receive bi-weekly
payments of your base pay, less applicable withholding of taxes, etc. If
you should die during this period, all remaining payroll continuation
payments will be made in a lump sum to your estate. During your Payroll
Continuation Period, your participation in the Company's employee benefit
plans (except as otherwise stated herein) will continue as if you were a
regular, active employee. Your employment termination date will be the last
day of your Payroll Continuation Period (your "Termination Date").
The following provisions summarize the terms and conditions of the
employee benefit plans available to you during your Payroll Continuation
Period. The actual terms of these plans are in their plan documents. You
should refer to the relevant summary plan description for more information
on a particular plan.
SEPARATION AGREEMENT AND GENERAL RELEASE
Program benefits will not begin until you have executed the Separation
Agreement and Release and it becomes valid. If you do not execute the
Separation Agreement and Release, you will not receive any payroll
continuation payments and your Termination Date from employment with the
company will be your Release Date.
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PENSION PLAN
Your rights under the Pension Plan will be determined based on your
age, years of plan participation, and final average salary on your
Termination Date. Therefore, you will receive service credit during your
Payroll Continuation Period and this service will count towards the
computation of your pension benefit. You will be eligible for an immediate
pension benefit commencing as of the first day of the month coincident with
or next following your Termination Date if either of the following applies:
on your Termination Date you are at least age 55; or on your Termination
Date the sum of your age and years of continuous service is at least 80.
Payment of your pension benefit cannot begin before your Payroll
Continuation Period ends.
LIFE INSURANCE
If you have not waived your coverage, your non-contributory life
insurance (equal to your annual base salary rate on your Release Date) will
continue during your payroll continuation period. If you waived your life
insurance coverage before your Release Date, you will continue to receive
the credit for waiving that coverage through your Payroll Continuation
Period. You will not be allowed to reinstate your non-contributory coverage
should an annual enrollment occur during your Payroll Continuation Period.
If you are in this situation, you will not be eligible for group life
coverage as a retiree.
The level of your contributory life coverage in effect on your Release
Date will also continue during your payroll continuation period at the
contribution rate for active employees of your age. You will not be allowed
to increase the level of your contributory life coverage. If you did not
have contributory life coverage before your Release Date you will not be
allowed to elect any such coverage after your Release Date.
The level of any spouse and dependent child life insurance coverage
you had on your Release Date will also continue during your payroll
continuation period at the contribution rate for active employees of your
age. You will not be allowed to increase the level of such spouse or
dependent child life insurance coverage. You also will not be able to add
any spouse or dependent child life coverage after your Release Date if you
did not have that coverage before your Release Date.
You also have accidental death and dismemberment insurance equal to
the amount of non-contributory and contributory life insurance during your
payroll continuation period.
If you want to decrease or cancel your contributory, spouse or
dependent child coverage, call the Benefits Counselors at (000) 000-0000.
You can make this kind of change within 45 days of your Release Date. You
can reduce your coverage as previously described at other times if allowed
under the terms of the plan.
If you are at least age 55 or the sum of your age and years of
continuous service is at least 80, you have 5 years of service, and you had
plan coverage on your Termination
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Date, you will be eligible for company-paid retiree life coverage
equal to $10,000. Contributory coverage, spouse coverage, dependent child
coverage and accidental death and dismemberment coverage end at your
Termination Date.
MEDICAL AND DENTAL
If you are enrolled in the Medical or Dental plan on your Release
Date, you will be eligible to continue your participation during your
Payroll Continuation Period at the same contribution rates which apply to
regular, active employees. If you waived your medical or dental coverage
before your Release Date, you will continue to receive the applicable
credit for waiving that coverage through your Payroll Continuation Period.
You will be allowed to enroll in the plan or plans for which you had waived
coverage during your Payroll Continuation Period on the same basis as an
active employee. This could happen if an annual enrollment occurred and you
were still on Payroll Continuation during the next year. This could also
occur if you experience an election change event during your Payroll
Continuation Period. You should refer to the relevant summary plan
description for more information.
If you are at least age 55 or the sum of your age and years of
continuous service is at least 80, and you have 5 years of service on your
Termination Date, you may be eligible for retiree coverage under the
Medical Plan and the Dental Plan. Dental coverage during retirement is only
available if you were covered by the plan on your Termination Date. Your
dental coverage during retirement also must end on the last day of the
month in which you attain age 65. Medical coverage during retirement is
generally only available if you were covered by the plan on your
Termination Date. The exceptions to this general rule are described in the
summary plan description.
If you elect retiree coverage, it would begin at the end of your
Payroll Continuation Period. Your retiree contributions would be determined
using your service to your Termination Date.
Although you may be eligible to elect retiree coverage, federal law
requires that COBRA continuation coverage also be offered for the plan or
plans in which you were covered. If the amount you have to pay for retiree
coverage is greater than what you paid for the same coverage as an active
employee, you can choose to elect the COBRA continuation coverage instead
of the retiree coverage. You will receive a written summary of your
options. If you choose the COBRA continuation coverage you need to be aware
of two items. First, coverage during your Payroll Continuation Period
counts towards your maximum period of continued coverage under COBRA. That
maximum period is 18 months for a reduction in working hours, which is what
occurred on your Release Date. Therefore, if your Payroll Continuation
Period is equal to or greater than 18 months, you will not have the
opportunity to elect COBRA. Second, elected COBRA coverage is for a limited
duration, while retiree medical coverage may last for life and retiree
dental coverage may last until the end of the month in which you reach age
65.
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REIMBURSABLE ACCOUNTS PLAN
During your Payroll Continuation Period you may participate in both
the Dependent Day and Health Care Accounts under the Reimbursable Accounts
Plan on the same basis as an active employee. Your participation only
continues for the remainder of the calendar year in which your Release Date
occurs. Your participation will end earlier if your Termination Date occurs
before the end of that calendar year. In that event, though, you will be
eligible to elect COBRA continuation coverage for the remainder of that
calendar year. A COBRA continuation of coverage election may only be made
with respect to a Health Care Account election.
Any amount you have remaining in the Dependent Care Account and/or the
Health Care Account is available to reimburse you for covered services
incurred before the end of the month in which your coverage under the
particular account ends. Claims for services performed after this time are
not eligible for reimbursement. Claims for reimbursement must be filed by
June 30 in the calendar year following your Release Date. Any amounts in
your accounts that are not used will be forfeited according to IRS rules.
SAVINGS PLAN
During your Payroll Continuation Period, to the extent you are
eligible, you may continue participation in the Savings Plan as if you were
an active employee. You may continue to contribute to the Plan by payroll
deduction and continue to receive Company matching contributions according
to Plan rules.
Upon your Termination Date, you have a number of withdrawal options.
If you have an unpaid loan, you may continue to make monthly payments after
your Termination Date. Fidelity will send you payment instructions
approximately 4 weeks following your Termination Date. To receive Savings
Plan information, call Fidelity Investments at (000) 000-0000. You may also
access Savings Plan information on the Internet by clicking "Access My
Account" under NetBenefits at www.401k .com.
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LESOP
During your Payroll Continuation Period you will continue
participation in the LESOP as if you were an active employee. The last
allocation under the LESOP occurred on March 31, 1996. Therefore, if you
were not a participant in the LESOP at that time, you do not have any
benefit in that plan. Upon your Termination Date, you may elect to receive
a distribution of your entire LESOP account in cash or shares (if your
spouse consents) or you may elect to transfer 50% of your account to the
Pension Plan and receive the remaining 50% in shares. If there are fewer
than 100 shares in your account after the transfer, then you may elect to
have them distributed in cash. LESOP distributions are usually made 3 to 4
weeks from the Friday that the Employee Benefits Department processes your
withdrawal form.
LONG TERM DISABILITY
You are not eligible to participate in the Long Term Disability Plan
during your Payroll Continuation Period. Therefore, if you were enrolled in
that plan, your coverage ends on your Release Date.
VOLUNTARY AD&D
If enrolled, you will continue to be eligible for voluntary AD&D
coverage during your Payroll Continuation Period. Your participation will
end on your Termination Date.
The level of your coverage on your Release Date will continue during
your payroll continuation period at the contribution rate for active
employees of your age. You will not be allowed to increase the coverage. If
you did not have this coverage before your Release Date you will not be
allowed to elect any such coverage after your Release Date.
You may decrease or cancel your coverage as allowed under the terms of
the plan.
OCCUPATIONAL ACCIDENTAL DEATH AND DISMEMBERMENT AND TRAVEL ACCIDENT INSURANCE
PLAN
Your coverage under the Occupational Accidental Death and
Dismemberment Plan and the Travel Accident Insurance Plan ends on your
Release Date.
VISION COST ASSISTANCE PLAN
You will remain eligible for the Vision Plan during your Payroll
Continuation Period. If you are enrolled for this coverage, it will end on
your Termination Date, although you may be able to elect COBRA continuation
of coverage at that time. The COBRA qualifying event is the occurrence of
your Release Date, which constitutes a reduction in working hours.
Therefore, coverage during your Payroll Continuation Period counts towards
your maximum period of continued coverage under COBRA. That maximum
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period is 18 months for a reduction in working hours. Therefore, if
your Payroll Continuation Period is equal to or greater than 18 months, you
will not have the opportunity to elect COBRA.
LEGAL PLAN
You remain eligible for the Legal Plan for the remainder of the
calendar year that contains your Release Date if you were enrolled in that
plan at the time of your Release Date. You may retain your enrollment or
initiate enrollment during an annual enrollment effective for the next
calendar year if your Payroll Continuation Period extends into that next
calendar year. Your participation ends on your Termination Date. You may be
eligible for coverage for covered legal matters that are not completed as
of your Termination Date. Consult your summary plan description for
details.
GROUP AUTO AND HOMEOWNERS INSURANCE; LONG TERM CARE
You will remain eligible for the group auto and homeowners insurance
and the long term care insurance during your Payroll Continuation Period.
You may continue the relevant coverage after your Termination Date on the
same basis as any other former employee. Continuing that coverage, though,
is strictly between you and the applicable insurance company that provides
the coverage.
ADOPTION ASSISTANCE PROGRAM
You remain eligible for the Adoption Assistance Program during your
Payroll Continuation Period. Expenses that arise on or after your
Termination Date are not covered.
GROUP FINANCIAL SERVICES
You remain eligible for the group financial services in which you are
enrolled during your Payroll Continuation Period. You may retain your
enrollment or initiate enrollment during an annual enrollment effective for
the next calendar year if your Payroll Continuation Period extends into
that next calendar year. If you are enrolled for these services at the time
of your Termination Date, you may continue them for the remainder of the
calendar year if you make appropriate arrangements with the provider to
make any required payments then remaining for the services.
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MISCELLANEOUS PROVISIONS
UNUSED VACATION/SICK PAY
You will be paid for any unused earned and accrued vacation in
bi-weekly payments following your Release Date based on the amount earned
and accrued as of your Release Date. You will not receive additional
vacation or sick pay accruals during your Payroll Continuation Period and
you will not be paid for any unused sick pay.
CREDIT UNION
If you are currently a member, you will continue to be eligible to
fully participate in the Credit Union during your Payroll Continuation
Period. Upon your Termination Date, you will be eligible to participate in
the Credit Union to the same extent as other retirees.
EDUCATIONAL REIMBURSEMENT
If the course has been approved for reimbursement prior to your
Release Date and will be completed within six months of your Release Date,
you will be reimbursed for approved costs provided you complete the course
within policy guidelines.
To be reimbursed, you must provide the following:
1. Your name, social security number, complete mailing address
and phone number;
2. An itemized receipt for tuition and fees issued by the
educational institution; and
3. A grade report from the educational institution.
All of the above information should be sent to: Employee Services,
Corporate Human Resources, Ashland Inc., 0000 Xxxxxx Xxxxxxx, Xxxxxxxxx, XX
00000.
ASHLAND SCHOLARS PROGRAM
You are eligible to participate in the Ashland Scholars Program during
your Payroll Continuation Period and after your Termination Date in
accordance with the program.
SERVICE AWARDS
If at the time of your Release Date you are within 6 months of the
date on which you would have received a Service Award, the Service Award
will be provided to you on your regularly scheduled date.
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MATCHING GIFTS
You are eligible to participate in the Matching Gifts Program during
your Payroll Continuation Period and after your Termination Date in
accordance with the program.
FITNESS CENTER
During the Payroll Continuation Period, you are eligible to continue
to access the facility. Upon your Termination Date, you will be eligible to
continue to access the facility and participate to the same extent as other
retirees.
UNEMPLOYMENT COMPENSATION
State laws control whether you are eligible to receive unemployment
compensation. If you decide to file for unemployment compensation, the
Company is obligated to inform the state's unemployment commission of the
nature of your termination.
EXPENSES
If you have incurred any expenses that are reimbursable by the
Company, you should submit an approved Expense Report, along with required
receipts, to your supervisor prior to your Release Date.
VERIFICATION OF EMPLOYMENT
The Company will only verify dates of employment and last job title,
department and work location. The Company will only release other
information concerning your employment as required by Company policy or
law.
EMPLOYEE ASSISTANCE PROGRAM
Family Enterprises, Inc. will continue to be available for personal
counseling through your Payroll Continuation Period should you have the
need. They can be contacted by calling (000) 000-0000.
FUTURE CORRESPONDENCE
Any future information from the Company will be sent to the address
you currently have on file (i.e. employee benefit information, W-2's, etc.)
Should your address change in the near future you should contact Corporate
Human Resources at (000) 000-0000.
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IMPORTANT NOTE ABOUT THIS SUMMARY
DETAILS ON THE BENEFITS FROM THE EMPLOYEE BENEFIT PLANS DISCUSSED
ABOVE ARE PROVIDED IN THE SUMMARY PLAN DESCRIPTION BOOKLET FOR EACH PLAN.
IN ALL EVENTS, THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND ALL COVERED
EMPLOYEES, BENEFICIARIES OR OTHER CLAIMANTS ARE GOVERNED SOLELY BY THE
TERMS OF THE OFFICIAL DOCUMENTS UNDER WHICH EACH PARTICULAR PLAN, POLICY OR
PROGRAM IS OPERATED.
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ASHLAND INC.
ADDENDUM TO RETIREMENT ELIGIBLE
SUMMARY OF PAYROLL CONTINUATION BENEFITS,
EMPLOYEE BENEFITS AND MISCELLANEOUS PROVISIONS
STOCK OPTIONS
Your Ashland Inc. stock options shall continue to vest through your
Payroll Continuation Period. Upon your Termination Date, all vested options
may be exercised for the remaining term of the options.
INCENTIVE COMPENSATION
You will be eligible to earn incentive compensation under the Ashland
Inc. Incentive Compensation Plan through your Release Date. If and when
payments are made, you shall receive payment in cash of any pro-rata
portion of Ashland's incentive compensation bonus based on Ashland's
performance through the fiscal year and your current individual performance
rating.
PUP/LTIP
If and when payments are made, if eligible, you shall receive payment
in cash of any pro-rata portion of the amount(s) you would have received
under Ashland's performance unit/share plans for the 1999-2002 cycle, and
the Long Term Incentive Plan for the 2001-2003 cycle and the 2002-2004
cycle. Payments shall be pro-rated through your Release Date, and based on
actual Ashland Inc. measures (as specified in the plans and your awards
under the plans) through the entire three or four-year plan cycles
(including adjustments for unusual items).
Deferred Compensation
During your Payroll Continuation Period, you may continue to elect to
defer your salary and any IC, PUP, LTIP and ERISA forfeiture payments (if
applicable). Please note fiscal year 2003 and 2004 salary payments and
ERISA forfeiture payments will be deferred in accordance with your fiscal
year 2002 deferred compensation plan ("DCP") elections.
Upon your Termination Date, you shall receive distribution of your
"DCP" account(s) in accordance with your DCP election(s). Any changes
regarding the distribution of your DCP account(s) must be made by the
earlier of (i) six months prior to the first day of the month following
your Termination Date; or (ii) December 31 preceding the first day of the
month following your Termination Date.
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Financial Planning
You shall be reimbursed for eligible financial planning expenses,
including eligible expenses for services provided by ACO, incurred through
the end of calendar year 2004.
OUTPLACEMENT ASSISTANCE
You shall be eligible to receive outplacement assistance from Xxx
Xxxxx Xxxxxxxx as provided in Attachment II to this Agreement.
Administrative ASSISTANCE
During the Payroll Continuation Period, and for a three year period
thereafter, you will receive an annual payment of Thirty-Thousand ($30,000)
Dollars for your use in securing office space, equipment and personnel as
you deem appropriate for your personal and professional use. These payments
shall be in lieu of any such space, equipment or administrative assistance
being provided to you directly by the Company.
Executive Physicals
You shall be eligible for an Executive Physical during calendar years
2002 and 2003.
Pension Plan, Non-qualified Pension Plan and SERP
If eligible, you shall receive benefits under these plans as if you
remained actively employed up through the earlier of your death or your
Termination Date. For purposes of determining your benefits under the
Pension Plan or, if approved, the Non-qualified Pension Plan, your
compensation history will be determined as of your Termination Date. For
purposes of determining your benefits under the SERP, if approved, your
compensation history will be determined as of your Release Date.
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