EXECUTIVE SEVERANCE POLICY
(AS AMENDED AND RESTATED EFFECTIVE MAY 17, 2000)
o Policy is applicable to officers of the Corporation at or above the level
of Executive Vice President; does not include divisional or subsidiary
officers not otherwise included; does not apply to otherwise eligible
officers who have alternate severance arrangements and who elect those
arrangements in lieu of the benefits provided for herein.
o The following minimum compensation and benefits shall be provided to any
eligible officer whose employment with the Corporation is terminated
without "cause" or who resigns for "good reason."
o salary continuation for one year (paid in installments on
normal payroll cycle)
o COBRA period commences at end of month in which termination
date occurs; the Corporation will pay for COBRA benefits
(but not deductibles or co-pays) until earlier of (a) one
year or (b) eligibility to join another employer's program
o bonus to be paid for year of termination; prorated for
date of termination; calculated at actual Company-performance
level and not less than "fully proficient" individual
performance; payable when paid to other executives in following
year
o payment outside of 401(k) plan of (1) DC retirement
contribution for year in which termination occurs and (2)
minimum savings match for one year following termination
o stock options would stop vesting on date of termination and
vested options would remain outstanding for one year following
termination date
o executive must sign standard release and waiver to receive
benefits (including standard provisions relating to assignment
of inventions, confidentiality, and non-interference with
employees, customers and suppliers)
o Compensation and/or benefits in addition to the foregoing may be granted at
the discretion of the Chief Executive Officer (except to CEO, which are
subject to Board approval).
o "Cause" shall mean (a) executive's conviction of any felony or of any other
criminal violation involving dishonesty, fraud, or breach of trust or (b)
executive's gross negligence or willful misconduct in the performance of
his or her duties that materially and adversely affects the financial
condition of the Company or could reasonably be expected to have a material
and adverse effect on the Company or its business.
o Executive shall be deemed to have resigned for "good reason" if he or she
resigns from employment with the Company within 90 days following either
(a) the assignment of executive to any duties substantially inconsistent
with his or her position, duties, responsibility or status with the Company
immediately prior to such assignment, or a substantial reduction of the
duties or responsibilities of executive from executive's duties or
responsibilities immediately prior to such reduction or (b) any reduction
by the Company in the amount of executive's annual base salary from
time-to-time, except for across-the-board salary reductions similarly
affecting all executives of the Company.
