Change in Control Severance Plan - Countrywide Credit Industries Inc.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
CHANGE IN CONTROL SEVERANCE PLAN
WHEREAS, the Board of Directors (the "Board") of Countrywide Credit
Industries, Inc., a Delaware corporation (the "Company"), recognizes that the
threat of an unsolicited takeover or other change in control of the Company may
occur which can result in significant distractions of its key personnel because
of the uncertainties inherent in such a situation; and
WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to be able to retain the services
of its key personnel in the event of a threat of a change in control of the
Company, and following any change in control, to ensure their continued
dedication and efforts in any such event without undue concern for their
personal financial and employment security.
NOW, THEREFORE, in order to fulfill the above objectives, the following
plan has been developed and is hereby adopted.
1. Purpose
It is the purpose of the Company, through this Plan, to provide a
salary continuation payment and certain other benefits for each of its
employees who is a Participant in the Plan and (a) who separates from
service with the Company for Good Reason or (b) whose employment with
the Company is involuntarily terminated (other than for Cause,
Disability, death or an Excluded Termination), in either case, on or
after the date on which a Change in Control occurs and within the time
limits specified in Section 5.1.
2. Contractual Right
Upon and after a Change in Control, each Participant shall have a fully
vested, nonforfeitable contractual right, enforceable against the
Company, to the benefits provided for under Section 6 of this Plan upon
the conditions specified in Section 5.1. Such contractual right to
receive such benefits if the conditions specified in Section 5.1 are
fulfilled shall arise on the date on which the Change in Control
occurs.
3. Duration
This Plan shall be effective as of the date the Plan is approved by the
Board or such other date as the Board shall designate in its resolution
approving the Plan. The Plan shall continue in effect until terminated
in accordance with Section 9.
4. Definitions. For purposes of this Plan, the following definitions
shall apply:
4.1 Affiliate: "Affiliate" shall mean with respect to any person or entity,
any entity, directly or indirectly, controlled by, controlling or under common
control with such person or entity.
4.2 Board: "Board" shall mean the Board of Directors of Countrywide Credit
Industries, Inc.
4.3 Cause: "Cause" shall exist where the Participant (a) intentionally
failed to perform reasonably assigned duties, (b) acted dishonestly or engaged
in willful misconduct in the performance of his or her duties, (c) engaged in a
transaction in connection with the performance of his or her duties to the
Company for personal profit to himself or herself or (d) willfully violated any
law, rule or regulation in connection with the performance of his or her duties
(other than traffic violations or similar offenses).
4.4 Change in Control: A "Change in Control" shall mean the occurrence
during the term of this Plan, of any one of the following events:
(a) An acquisition (other than directly from Company) of any common stock
or other "Voting Securities" (as hereinafter defined) of Company by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately
after which such Person has "Beneficial Ownership" (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of twenty five percent (25%) or more
of the then outstanding shares of Company's common stock or the combined voting
power of Company's then outstanding Voting Securities; provided, however, in
determining whether a Change in Control has occurred, Voting Securities which
are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. For purposes of
this Plan, (1) "Voting Securities" shall mean Company's outstanding voting
securities entitled to vote generally in the election of directors and (2) a
"Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit
plan (or a trust forming a part thereof) maintained by (A) the Company or (B)
any corporation or other Person of which a majority of its voting power or its
voting equity securities or equity interest is owned, directly or indirectly, by
the Company (for purposes of this definition, a "Subsidiary"), (ii) the Company
or any of its Subsidiaries, or (iii) any Person in connection with a
"Non-Control Transaction" (as hereinafter defined);
(b) The individuals who, as of May 6, 1996 are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at least two-thirds of
the members of the Board; provided, however, that if the election, or nomination
for election by the Company's common stockholders, of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided, further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or
(c) The consummation of: (i) A merger, consolidation or reorganization
involving the Company, unless such merger, consolidation or reorganization is a
"Non-Control Transaction." A "Non-Control Transaction" shall mean a merger,
consolidation or reorganization of the Company where:
(A) the Company's stockholders, immediately before such merger,
consolidation or reorganization, own directly or indirectly immediately
following such merger, consolidation or reorganization, at least seventy percent
(70%) of the combined voting power of the outstanding Voting Securities of the
corporation resulting from such merger, consolidation or reorganization (the
"Surviving Corporation") in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger, consolidation or
reorganization;
(B) the individuals who were members of the Incumbent Board immediately
prior to the execution of the agreement providing for such merger, consolidation
or reorganization constitute at least two-thirds of the members of the board of
directors of the Surviving Corporation, or in the event that, immediately
following the consummation of such transaction, a corporation beneficially owns,
directly or indirectly, a majority of the Voting Securities of the Surviving
Corporation, the board of directors of such corporation; and
(C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any
employee benefit plan (or any trust forming a part thereof) maintained by the
Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of twenty five percent (25%) or more of the then outstanding Voting
Securities or common stock of the Company, has Beneficial Ownership of twenty
five percent (25%) or more of the combined voting power of the Surviving
Corporation's then outstanding Voting Securities or its common stock;
(ii) A complete liquidation or dissolution of the Company; or
(iii) The sale or other disposition of all or substantially all of the
assets of the Company to any Person (other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the then outstanding common stock
or Voting Securities as a result of the acquisition of common stock or Voting
Securities by the Company which, by reducing the number of shares of common
stock or Voting Securities then outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person; provided, however, that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of common stock or Voting Securities by the Company,
and after such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional common stock or Voting Securities which
increases the percentage of the then outstanding common stock or Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall occur.
Notwithstanding anything to the contrary contained herein, if the
employment of a Participant is terminated (i) at the request of a third party
who has indicated an intention or taken steps reasonably calculated to effect a
Change in Control and who effectuates a Change in Control or (ii) otherwise in
connection with, or in anticipation of, a Change in Control which actually
occurs, then for purposes of this Plan the date of a Change in Control with
respect to that Participant shall be deemed to be the date immediately prior to
the date of the Participant's termination.
4.5 Company: "Company" shall mean Countrywide Credit Industries, Inc. and
any successor thereto, including, without limitation, any person (as such term
is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended), partnership(s) or corporation(s) acquiring directly or indirectly
all or substantially all of the business or assets of the Company.
4.6 Disability: "Disability" shall mean physical or mental infirmity which
impairs the Participant's ability to substantially perform his or her duties (as
they existed immediately prior to the illness or injury) on a full-time basis
for four (4) consecutive calendar months or for shorter periods aggregating
eighty (80) or more business days in any twelve (12) month period.
4.7 Excluded Termination: "Excluded Termination" shall have the meaning as
set forth in Section 5.2 of this Plan.
4.8 Good Reason: A Participant shall have "Good Reason" for terminating
employment with the Company only if one or more of the following occurs, within
one year after a Change in Control, without the Participant's express written
consent:
(a) a reduction by the Company in the Participant's base salary by at least
five percent (5%) or the termination or reduction of award opportunities under
any bonus or incentive award plan, practice or formula in which the Participant
participates unless a comparable arrangement (embodied in an ongoing substitute
or alternative plan, practice or formula) has been made with respect to the
Participant's participation in such bonus or incentive award plan, practice or
formula; or
(b) for any Participant who immediately prior to the
Change in Control is a member of employee
classification A or B (as set forth in Appendix A), a
change in the Participant's title, position or
responsibilities which represents an adverse change
from his or her title, position or responsibilities
as in effect immediately prior to such change; or
(c) the relocation of the Company's office at which the
Participant is located at the time of the Change in
Control to a location more than fifty (50) miles from
the location at which the Participant performed his
or her duties immediately prior to the Change in
Control.
Any event described in Section 4.8(a), (b) or (c) which occurs
prior to a Change in Control but which the Executive
reasonably demonstrates (1) was at the request of a third
party who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control or (2) otherwise
arose in connection with, or in anticipation of, a Change in
Control, shall constitute Good Reason for purposes of this
Agreement notwithstanding that it occurred prior to a Change
in Control.
Notwithstanding the foregoing, no action by the Company shall
give rise to Good Reason if it results from the Participant's
termination for Cause, Disability, death or an Excluded
Termination.
4.9 Operating Unit: "Operating Unit" shall mean any subsidiary, division or
other business unit of Company or any Affiliate.
4.10 Participant: "Participant" shall mean an active, full-time employee of
the Company or any of its subsidiaries who, on the date immediately preceding
the date of a Change in Control, is (a) not covered under an individual
employment or severance agreement (as distinguished from a plan or program which
is applicable to groups of salaried employees generally) which provides for
compensation and/or benefits upon termination of employment and (b) employed in
one of the employee classifications set forth in Appendix A.
4.11 Plan: "Plan" shall mean the Countrywide Credit Industries, Inc. Change
in Control Severance Plan.
4.12 "Post-Transaction Good Reason" means with respect to offered
employment or the continued employment, as the case may be, with a
Post-Transaction Employer (as defined in Section 5.2) following a Transaction
(as defined in Section 5.2):
(a) a reduction in the Participant's annual base salary
by at least five percent (5%) below the greater of
the rate in effect (i) as of the date of the
Transaction or (ii) on any date following the
Transaction;
(b) for any Participant who immediately prior to the
Change in Control is a member of employee
classification A or B (as set forth in Appendix A), a
change in the Participant's title, position or
responsibilities which represents an adverse change
from his or her title, position or responsibilities
as in effect immediately prior to such change; or
(c) the relocation of the offices at which the
Participant is principally employed to a location
more than fifty (50) miles from the location of such
offices immediately prior to the Transaction, or the
Participant being required to be based anywhere other
than such offices, except to the extent the
Participant was not previously assigned to a
principal location and except for required travel on
the Company's business to an extent substantially
consistent with the Participant's business travel
obligations at the time of the Transaction;
4.13 Severance Benefit: "Severance Benefit" shall mean the benefits payable
in accordance with Section 6 of this Plan.
5. When Provisions Apply
5.1 The benefits provided for under Section 6 shall be provided to
each Participant who incurs a "Qualifying Termination." For
purposes of this Plan, a "Qualifying Termination" shall occur
only if a Change in Control occurs and
(a) within one year after the Change in Control occurs, the Company
terminates the Participant's employment other than for Cause; or
(b) (i) within one year after the Change in Control occurs, Good Reason
occurs, and
(ii) the Participant terminates employment with the Company within six
months after the Good Reason occurs;
provided, however, that a Qualifying Termination shall not
occur if the Participant's employment with the Company
terminates by reason of Cause, the Participant's Disability or
death, or an Excluded Termination (as defined in Section 5.2).
5.2 Sale of Business or Assets. If, following a Change in Control,
a Participant's employment with the Company and its Affiliates
terminates in connection with the sale, divestiture or other
disposition of any Operating Unit (or part thereof) (a
"Transaction"), such termination shall not be a termination of
employment of the Participant for purposes of the Plan, and
(notwithstanding the rights provided to the Participant by
Section 5.1) the Participant shall not be entitled to a
Severance Benefit as a result of such termination of
employment if (i) the Participant is offered continued
employment, or continues in employment, with the divested
Operating Unit or the purchaser of the assets of the Operating
Unit, as the case may be, (the "Post-Transaction Employer") or
their respective Affiliates on terms and conditions that would
not constitute Post-Transaction Good Reason and (ii) the
Company obtains an agreement from the acquiror of the stock or
assets of the divested Operating Unit, enforceable by the
Participant, to provide or cause the Post-Transaction Employer
to provide severance pay and benefits, if the Participant
accepts the offered employment or continues in employment with
the Post-Transaction Employer or its Affiliates following the
Transaction, (A) at least equal to the Severance Benefit and
(B) payable upon a termination of the Participant's employment
with the Post-Transaction Employer and its Affiliates within
the one year period described in Section 5.1 (or such part of
it as is then remaining) for any reason other than Cause,
Disability, the Participant's death or a termination by the
Participant without Post-Transaction Good Reason. For purposes
of this Section 5.2, the terms Cause and Disability shall have
the meanings ascribed to them in Sections 4.3 and 4.6,
respectively, but the term Company as it is used in Section
4.3 shall be deemed to refer to the entity employing the
Participant after the Transaction.
A termination of employment described in this Section 5.2 is
herein referred to as an "Excluded Termination." In the
circumstances described in this Section 5.2, the Participant
shall not be entitled to receive any Severance Benefit under
this Plan whether or not the Participant accepts the offered
employment or continues in employment. The provisions of this
Section 5.2 do not create any entitlement to any Severance
Benefit from the Company and its Affiliates in any
circumstances whatsoever and are to be construed solely as a
limitation on such entitlement in the circumstances herein set
forth.
5.3 The fact that a Participant is eligible to immediately receive
retirement benefits under the Countrywide Credit Industries,
Inc. Defined Benefit Pension Plan or any other Company
employee benefit plan, practice or policy shall not render him
or her ineligible for the benefits under this Plan.
6. Severance Benefits
6.1 Severance Payment
(a) Each Participant entitled to benefits under this Plan
shall receive within fifteen (15) days after the
Participant's Qualifying Termination a lump sum
payment in cash equal to the amount as determined in
accordance with Appendix A (the "Salary Separation
Payment").
For purposes of calculating the Salary Separation
Payment, (1) the Participant's "Base Pay" shall be
the Participant's base annual salary as of the date
of his or her termination of employment or, if
greater, as of the date on which the Change in
Control occurs and (2) the Participant's "Average
Bonus" shall be the average of the aggregate bonus
and/or incentive award, if any, paid or payable to
the Participant for each of the two (2) fiscal years
preceding the fiscal year in which the Participant's
termination of employment occurs (or such fewer
number of fiscal years for which the Participant was
eligible to receive a bonus and/or incentive award).
(b) Except as required by Section 7, the Salary Separation Payment provided
for in Section 6.1(a) shall be payable in addition to, and not in lieu of, all
other accrued, vested, earned, or deferred compensation rights, options, or
other benefits (other than severance pay or similar benefits) which may be
payable or owing to a Participant following termination of his or her employment
under any plan, including but not limited to retirement and supplemental
retirement benefits, accrued vacation or sick pay, compensation, or benefits
payable under any of the Company's employee benefit plans, practices or
policies.
(c) The Salary Separation Payment shall not be offset or
reduced by any unemployment insurance benefit or
income from subsequent employment that the
Participant may receive.
6.2 The period used in computing the Salary Separation Payment
pursuant to Section 6.1(a) (the "Salary Separation Pay
Period") shall be included as accredited service for the
purpose of receiving or accruing benefits under all employee
benefit plans of the Company, including, but not limited to,
group health and life insurance, long-term disability, the
Countrywide Credit Industries, Inc. Defined Benefit Pension
Plan, the Countrywide Credit Industries, Inc. Tax Deferred
Savings and Investment Plan, the Countrywide Credit
Industries, Inc. Supplemental Executive Retirement Plan and
the Countrywide Credit Industries, Inc. Deferred Compensation
Plan.
6.3 For the period equal to the Salary Separation Pay Period and
commencing on the date of Participant's termination of
employment (the "Continuation Period"), the Company shall at
its expense (and without contribution by the Participant)
continue on behalf of the Participant and his or her
dependents and beneficiaries (a) medical, health, dental and
prescription drug benefits, (b) long-term disability coverage
and (c) life insurance and other death benefits coverage. The
coverages and benefits (including deductibles, if any)
provided under this Section 6.3 during the Continuation Period
shall be no less favorable to the Participant and his or her
beneficiaries than the most favorable of such coverages and
benefits provided the Participant and his or her dependents
during the 90-day period immediately preceding the Change in
Control or as of any date following the Change in Control but
preceding the date of Participant's termination. The
obligation under this Section 6.3 with respect to the
foregoing benefits shall be limited if the Participant obtains
any such benefits pursuant to a subsequent employer's benefit
plans, in which case the Company may reduce or eliminate the
coverage and benefits it is required to provide the
Participant hereunder as long as the aggregate coverages and
benefits of the combined benefit plans are no less favorable
to the Participant than the coverages and benefits required to
be provided hereunder. Any period during which benefits are
continued pursuant to this Section 6.3 shall be considered to
be in satisfaction of the Company's obligation to provide
"continuation coverage" pursuant to Section 4980B of the
Internal Revenue Code of 1986, as amended, and the period of
coverage required under said Section 4980B shall be reduced by
the period during which benefits were provided pursuant to
this Section 6.3.
6.4 Any termination of employment following a Change in Control by
the Company or by the Participant shall be communicated by a
Notice of Termination to the other party herein in accordance
with Section 11. For purposes of this Plan, a "Notice of
Termination" shall mean a written notice which shall indicate
the specific Qualifying Termination provision in this Plan, if
any, relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for
termination of the Participant's employment under the
provision so indicated and shall specify the effective date of
the Qualifying Termination which shall not be less than thirty
(30) days nor more than sixty (60) days from the date such
Notice of Termination is given or such shorter or longer
period as may be mutually agreed between the Company and the
Participant. For purposes of this Plan, no such purported
Qualifying Termination shall be effective without such Notice
of Termination.
6.5 If a Participant who is entitled to Severance Benefits under
this Plan dies before receiving the Salary Separation Payment,
such Payment shall be made to the Participant's surviving
spouse, or, if there is no surviving spouse, to the
Participant's estate. If a Participant who is entitled to
Severance Benefits under this Plan dies before the end of the
Continuation Period, then for the balance of the Continuation
Period, the Company shall be required to continue the benefits
provided for under Section 6.3 to the Participant's spouse and
dependents.
6.6 A Participant who is entitled to benefits under this Plan
shall not be required to accept or to seek other employment as
a condition of receiving such benefits, and a Participant's
benefits provided under this Plan shall not be offset by any
future compensation received by the Participant.
7. Excise Tax Limitation
(a) Notwithstanding anything contained in this Plan to the contrary, to the
extent that the payments and benefits provided under this Plan and benefits
provided to, or for the benefit of, the Participant under any other Company plan
or agreement (such payments or benefits are collectively referred to as the
"Payments") would be subject to the excise tax (the "Excise Tax") imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the
Severance Benefits shall be reduced (but not below zero) to the extent necessary
so that no Payment to be made or benefit to be provided to the Participant shall
be subject to the Excise Tax (such reduced amount is hereinafter referred to as
the "Limited Payment Amount"). Unless the Participant shall have given prior
written notice specifying a different order to the Company to effectuate the
Limited Payment Amount, the Company shall reduce or eliminate the Payments, by
first reducing or eliminating those payments or benefits which are not payable
in cash and then by reducing or eliminating cash payments, in each case in
reverse order beginning with payments or benefits which are to be paid the
farthest in time from the Determination (as hereinafter defined). Any notice
given by the Participant pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement
governing the Participant's rights and entitlements to any benefits or
compensation.
(b) The determination as to whether the Payments shall be reduced to the
Limited Payment Amount pursuant to this Plan and the amount of such Limited
Payment Amount shall be made by an accounting firm at the Company's expense
selected by the Company which is one of the six largest accounting firms in the
United States (the "Accounting Firm"). The Accounting Firm may, at the Company's
option, be the accounting firm which audits the financial statements of the
Company. The Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations and
documentation to the Company and the Participant within five (5) days of the
date of Participant's termination if applicable, or such other time as requested
by the Company. The Determination, absent manifest error, shall be binding,
final and conclusive upon the Company and the Participant.
8. Successor to Company
This Plan shall bind any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company, in the same manner
and to the same extent that the Company would be obligated under this
Plan if no succession had taken place. In the case of any transaction
in which a successor would not by the foregoing provision or by
operation of law be bound by this Plan, the Company shall require such
successor expressly and unconditionally to assume and agree to perform
the Company's obligations under this Plan, in the same manner and to
the same extent that the Company would be required to perform if no
such succession had taken place.
9. Amendment and Plan Termination
9.1 Amendment and Termination. Prior to a Change in Control, the
Plan may be amended or modified in any respect, and may be
terminated, by resolution adopted by two-thirds of the Board;
provided, however, that no such amendment, modification or
termination, which would adversely affect the benefits or
protections hereunder of any individual who is a Participant
as of the date such amendment, modification or termination is
adopted shall be effective as it relates to such individual
unless no Change in Control occurs within six (6) months after
such adoption, any such attempted amendment, modification or
termination adopted within six (6) months prior to a Change in
Control being null and void ab initio as it relates to all
individuals who were Participants as of the date of such
adoption; provided, further, however, that the Plan may not be
amended, modified or terminated, (a) at the request of a third
party who has indicated an intention or taken steps to effect
a Change in Control and who effectuates a Change in Control or
(b) otherwise in connection with, or in anticipation of, a
Change in Control which actually occurs, if the amendment,
modification or termination adversely affects the rights of
any Participant under the Plan, any such attempted amendment,
modification or termination being null and void ab initio.
From and after the occurrence of a Change in Control, the Plan
(x) may not be amended or modified in any manner that would in
any way adversely affect the benefits or protections provided
to any individual hereunder and (y) may not be terminated
until the later of (i) eighteen (18) months after the date of
the Change in Control or (ii) the date that all Participants
who have become entitled to a Severance Benefit hereunder
shall have received such payments in full.
9.2 Form of Amendment. Any amendment or termination of the Plan
shall be effected by a written instrument signed by a duly
authorized officer or officers of the Company, certifying that
the amendment or termination has been approved by the Board.
10. Employment Status
This Plan does not constitute a contract of employment or impose on the
Company any obligation to retain the Participant as an employee, to
change the status of the Participant's employment, or to change the
Company's policies regarding termination of employment.
11. Notices
Any notice provided for in this Plan shall be sent to the Company at
155 North Lake Avenue, Pasadena, California 91109-7137, Attention:
Corporate Counsel/Secretary, with a copy to the Chairman of the
Compensation Committee of the Board at the same address, or to such
other address as the Company may from time to time in writing
designate, and to a Participant at such address as he or she may from
time to time in writing designate (or his or her business address of
record in the absence of such designation). Such notice shall be deemed
to have been given two (2) business days after it has been deposited as
certified mail, return receipt requested, postage paid and properly
addressed to the designated address of the party to receive the notice.
12. Severability
If any provision of this Plan is held invalid or unenforceable, the
remainder of this Plan shall nevertheless remain in full force and
effect, and if any provision is held invalid or unenforceable with
respect to particular circumstances, it shall nevertheless remain in
full force and effect in all other circumstances.
13. Governing Law
The interpretation, construction and performance of this Plan shall in
all respects be governed by the laws of the State of California.
<PAGE>
APPENDIX A
Eligible Employee
Classifications Members
A Managing Directors
B Executive Vice Presidents
C Senior Vice Presidents
D First Vice Presidents, Vice Presidents
and Regional Vice Presidents
E Branch Managers and all other Exempt
Employees
F All Non-Exempt Employees
Salary Separation Payment
The Salary Separation Payment to which a Participant is entitled shall be based
on the Participant's employee classification as of the date immediately
preceding the date of the Participant's Qualifying Termination or, if greater,
as of the date on which the Change in Control occurs, and shall equal the amount
described in the table below; provided, however, that the Salary Separation
Payment for each Participant who is a member of Employee Classification C, D, E
or F shall also include an additional amount equal to one-quarter (1/4) of one
month of Base Pay for each full year of service with the Company or Operating
Unit in excess of five (5) years; provided, further, however, that such
additional amount, if any, when added to the amount of Base Pay provided in the
table below, shall not exceed twelve (12) months Base Pay.
Employee
Classification Salary Separation Payment
A Two (2) years Base Pay (as defined in Section 6.1(a)) plus 200% of the
Average Bonus (as defined in Section 6.1(a)).
B One (1) year Base Pay plus 100% of the Average Bonus.
C Six (6) months Base Pay plus 50% of the Average Bonus.
D Four (4) months Base Pay plus 33% of the Average Bonus.
E Three (3) months Base Pay plus 25% of the Average Bonus.
F Two (2) months Base Pay plus 15% of the Average Bonus.