Severance Policy for Executive Employees

Summary

This policy outlines severance benefits for executive employees of the company, divided into three tiers based on position. Tier I (CEO, President, and their direct reports) receive 12 months of base pay and target bonus; Tier II (other elected corporate officers) receive 9 months; Tier III (other direct reports to Tier I) receive 6 months. Benefits are triggered by involuntary termination without cause or voluntary resignation for good reason. Health benefits continue for 18 months, and restrictive covenants apply. A waiver is required to receive benefits, and outplacement services are provided separately.

EX-10.J 3 c93140exv10wj.htm SEVERANCE POLICY FOR EXECUTIVE EMPLOYEES exv10wj

Exhibit 10.j.

Severance Policy for Executive Employees

Three-Tiered Structure


•	Tier I:		12 months of “pay”
	—	CEO and President
	—	Direct Reports to CEO and President
•	Tier II:		9 months of “pay”
	—	Other Elected “Form 4” Corporate Officers
•	Tier III:		6 months of “pay”
	—	Other Direct Reports to Tier I Employees


Form of Delivery: One 3-year rolling (“top hat”) plan


•	Severance Benefit:
		— Tier I: 12 months of base pay and target bonus
		— Tier II: 9 months of base pay and target bonus
		— Tier III: 6 months of base pay and target bonus
•	Benefit Trigger: Involuntary termination without cause or voluntary
	termination for good reason. (*Note*: “Cause” and “good reason” as defined in the CIC
	contracts)
•	Payout Timing: Continuation of pay
•	Annual Bonus: Pro rata target payout
•	Long-Term Incentives: Unvested grants forfeited
•	Retirement Benefits: Per plans; no enhancement
•	Health Benefits: Continued at same employee cost and coverage level for
	18 months, for all tiers (i.e., COBRA)
•	Restrictive Covenants: Noncompete and nonsolicitation (length to match
	severance period) and confidentiality
•	Waiver: Required for benefit commencement/continuation
•	Outplacement: Defined/provided via separate company policy