Exhibit 10.3(j)
RESTATED ENHANCED SEVERANCE AGREEMENT
AGREEMENT FOR: XXX XXXXXX DATED: DECEMBER 20, 2004
A. Because Polaroid Corporation (the "Company") considers you a key
contributor to the Company's success and to permit you to focus on your
important responsibilities, the Company is offering you enhanced separation
benefits upon the following terms:
B. Should the Company terminate your employment effective on or before
DECEMBER 20, 2005, other than for "Cause" (as defined below) or should you
terminate your employment for "Good Reason" (as defined below) before such
date, you will receive the enhanced separation benefits ("Separation
Benefits") summarized in Section C, below, only upon full compliance with
the following conditions:
1. Your absolute confidentiality concerning the existence and content of
this Agreement, unless disclosure of it is required by law after prior
notice to the Company to object to its disclosure; PROVIDED, HOWEVER,
that the existence and content of this Agreement may be disclosed in
confidence to your attorneys, and tax or financial consultants who
also agree to maintain the existence and content of this Agreement in
confidence or who are otherwise bound by professional requirements of
confidentiality.
2. Your full and complete general release of any and all claims that you
then have or ever had against the Company and its parent, subsidiary
and affiliated companies and its and their respective officers,
directors, agents, employees, and attorneys arising in connection with
or relating to your employment with the Company and the termination of
it (including claims under the Federal and state laws relating to
equal opportunity, discrimination, ERISA, and other employment-related
laws), which release shall be in form and substance satisfactory to
the Company.
C. The Separation Benefits are as follows:
1. SEVERANCE PAYMENT. A severance payment equal to twelve months of your
base pay in effect as of your date of termination from the Company
(the "Termination Date"), payable in a stream of payments in
accordance with the Company's regular payroll schedule beginning on
the regular payroll distribution date, or as soon as reasonably
practicable, following the Termination Date.
2. INCENTIVE BONUS. If at the Termination Date, you were eligible for a
bonus incentive plan based on plan applicable to similarly situated
active employees with similar participation criteria, you will be
eligible to receive such bonus on the following terms: The amount of
the bonus will be based exclusively on the actual performance of the
Company and its achievement of any financial performance measurements
established from time to time by the Company. The bonus, if any, will
be payable contemporaneously with the related bonus payout to active
employees. The actual bonus payable shall be proportionally adjusted
to reflect the number of days in the plan year you were employed by
the Company. All decisions relating to your potential bonus payment
will be made by the Company's Vice President, Human Resources, and his
decision under this subsection shall be final and binding and not
subject to arbitration or litigation.
3. MEDICAL AND DENTAL COVERAGE. The Company will pay up its share of
medical and dental insurance premiums for twelve months; the Company's
share will be the same proportion of the cost of such coverage as the
Company pays for active employees. Should you become eligible to
receive medical and dental insurance coverage from another employer,
however, your Company coverage will cease. You must promptly notify
the Company as soon as your eligibility status changes. For medical
and dental benefits, when your subsidized Company
XXX XXXXXX DATED: DECEMBER 20, 2004
coverage will cease, you may be able to continue coverage under COBRA
for any remaining COBRA period.
4. SURVIVOR BENEFITS. Should you become eligible to receive payments and
benefits under this Section and die prior to receipt of all such
payments and benefits, the residual payments shall be made to your
beneficiary(ies). Any residual family medical and dental benefits
which you were receiving on your date of death shall continue to the
family members you had covered in such medical and dental plans on
such date.
You will not be entitled to any rights and claims under this Agreement if
you (a) voluntarily leave employment for any reason other than for Good
Reason; (b) are terminated for Cause; or (c) fail to comply with the terms
of this Agreement.
For the purposes of this Agreement, "Cause" shall mean any of the
following: (i) willfully engaging in dishonest conduct or in conduct
detrimental to the Company or its business reputation; (ii) any violation
of your Proprietary Information and Non-Competition Agreement or any other
agreement providing for confidentiality, non-solicitation of employees or
customers, or similar protections as to intellectual property rights; (iii)
the willful and continued failure by you to perform the duties assigned to
you (other than any failure resulting from your incapacity due to physical
injury or mental illness); (iv) serious and gross misconduct including, but
not limited to, the breach of a material corporate or personnel policy; (v)
failure to devote your full time and attention to the business affairs of
the Company; or (vi) commission of an act that is a felony or involves
theft or dishonesty.
For the purposes of this Agreement, the term "Good Reason" shall mean any
of the following: (i) the Company's permitting or causing a material
diminution of your duties or responsibilities or assigning to you any
duties or responsibilities adversely inconsistent with your present
position and status; (ii) the reduction of your annual base salary below
your salary as of the date of this Agreement, (iii) requiring you to
relocate your principal place of employment to a location that is more than
30 miles from Waltham, Massachusetts; or (iv) the sale of all or
substantially all of the Company's assets to a purchaser which does not,
prior to the definitive closing of such transaction, agree to assume in
writing all of the Company's rights and obligations hereunder.
Nothing contained in this Agreement alters any of the other terms of your
employment. This Agreement does not obligate the Company to continue to
employ you for any specific period of time or in any specific role or
geographic location. You are, and will remain, an "at will" employee of the
Company. Accordingly, the Company is free to terminate your employment at
any time, and you are free to terminate your employment with the Company at
any time.
This Agreement, with the other programs and documents referenced herein,
embodies the entire agreement between you and the Company with respect to
the subject matter hereof. No amendment or modification of the terms of
this Agreement shall be effective unless reduced to a written document
signed by you and by an authorized Officer of the Company.
D. WAIVER OF JURY TRIAL: YOU UNDERSTAND THAT BY SIGNING THIS AGREEMENT AND AS
A CONDITION THE PARTIES' ENTERING INTO IT, BOTH THE COMPANY AND YOU GIVE UP
RESPECTIVE RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED TO
YOUR EMPLOYMENT WITH THE COMPANY.
E. This Agreement replaces all previous agreements relating in whole or in
part to the same or similar matters which you may have entered into with
the Company. It may not be modified or terminated, in whole or part, except
in writing by the Company's Vice President, Human Resources or its Chief
2
XXX XXXXXX DATED: DECEMBER 20, 2004
Executive Officer. This Agreement shall bind and inure to the benefit of
the parties and their respective heirs, successors, representatives, and
assigns.
F. You represent that, except as identified in the space below, you have no
agreements with or obligations to others in conflict with the foregoing.
This Agreement shall be construed and enforced in accordance with the laws of
the Commonwealth of Massachusetts, without reference to its conflict of law
principles, and shall be deemed an instrument under seal.
This Agreement shall be effective only upon the signatures of both the employee
and the Company's Vice President, Human Resources or its Chief Executive
Officer.
POLAROID CORPORATION ACKNOWLEDGMENT AND ACCEPTANCE:
BY SIGNING BELOW, I ACKNOWLEDGE THE
By: /s/ Xxxxxx X. Xxxxxx RECEIPT OF THIS AGREEMENT AND AGREE
-------------------- TO ITS TERMS. I ACKNOWLEDGE THAT I
Xxxxxx X. Xxxxxx HAVE CAREFULLY READ THIS AGREEMENT
Vice President, Human Resources AND HAVE HAD THE OPPORTUNITY TO
BOTH ASK QUESTIONS ABOUT ITS TERMS
AND OBLIGATIONS AND CONSULT WITH MY
LEGAL COUNSEL ABOUT MY RIGHTS AND
OBLIGATIONS UNDER IT.
By: /s/ Xxx X. Xxxxxx
-----------------
Date: 12/21/04
--------
3
