Siemens Enterprise Communications, Inc. SEVERANCE PAY PLAN About the Plan II. Eligibility

Transcription

1 Siemens Enterprise Communications, Inc. Boca Raton, September 16, 2011 SEVERANCE PAY PLAN Policy: Policy Owner: SEC HR Effective Date: 09/16/2011 Supersedes: 10/01/2010 I. About the Plan This Severance Pay Plan (formerly known as the Severance Pay Plan of 2007 and hereinafter called the "Plan") of Siemens Enterprise Communications, Inc. (hereinafter called "the Company") has been established to provide specified Severance Pay and benefits to all regular full and certain part-time employees of the Company whose jobs are eliminated and who suffer an involuntary loss of employment due to a workforce reduction or other qualifying event. For purposes of this Plan, "Company" means Siemens Enterprise Communications, Inc. and its subsidiaries, whichever is the applicable employer. The Plan, as described herein, is effective for employee separations occurring on or after September 16, The Plan supersedes any other plan, program, policy or practice previously in effect by which the Company may have provided any Severance or Termination Pay and benefits to eligible employees for the Qualifying Events specified in this Plan. It also supersedes any plan, program, policy or practice which provided any Severance or Termination Pay to employees of the former Siemens Telecom Networks and Siemens Business Communication Systems for the Qualifying Events specified in this Plan. The Plan is administered by the Siemens Enterprise Communications, Inc. Severance Pay Plan Committee (hereinafter referred to as the "Committee"). The Committee has full and final authority to administer, interpret and construe the Plan and to determine whether Severance Pay and benefits are payable under the Plan. The Company offers the Plan at will and expressly reserves the right to amend, modify or terminate the Plan in whole or in part for any reason in its sole discretion at any time without any prior notice. Any one of the Company's President, Chief Executive Officer, Executive Vice President and Chief Financial Officer or Vice President, Human Resources, acting individually, shall authorize any such amendments, modifications or terminations of the Plan. There is no vesting of Severance Pay or benefits under the Plan. II. Eligibility A. The Plan applies to all regular, salaried and hourly paid United States employees of the Company. The term "regular" employee means any individual who is employed by the Company, but does not include: Any independent contractor; Any leased employee; Any employee of another employer, even if working on Company premises or otherwise serving the Company; Any employee who was hired as a "temporary," "supplemental," "co-op," "student," "summer" or "seasonal" employee; Severance Pay Plan of 2011 Page 1 of 6

2 Any bargaining unit employee, including but not limited to those covered by a collective bargaining agreement (unless the collective bargaining agreement specifically provides for participation in this Plan); Any employee who is working for the Company and who has the benefit of a short- or long-term delegation agreement that provides an option of returning such employee to his/her non-united States home company; or Any individual employed by the Company who is scheduled to work less than 20 hours per week. B. Subject to the exceptions in Paragraph II-C below, Severance Pay will be granted to regular employees if their separation is permanent and initiated by the Company as a result of any one of the following "Qualifying Events": A substantial, permanent workforce reduction at the Company; The elimination of the employee's position with the Company; A reorganization of the Company; The loss of a contract or outsourcing or other business transaction, if the employee is offered and does not accept employment with another employer associated with the transaction at the same location or another location within 35 miles thereof; The expiration of a disability leave of absence when neither the employee's latest position nor a comparable position is available and the employee is ready, willing and able to return to work (in which case, years of service for benefit calculation purposes shall include active employment plus the period of disability absence up to the date the employee is released to return to work or is terminated by the Company, whichever is less; or For such other reasons as the Committee may, in its sole discretion, deem appropriate. C. An eligible employee will not be entitled to Severance Pay under this Plan if the employee's separation is the result of: The employee's voluntary resignation or job abandonment; The employee's death, disability, or failure to return to work following an approved leave of absence; The employee's retirement (except that an employee who is to be terminated due to a Qualifying Event and who elects to retire under a retirement plan of the Company shall be granted Severance Pay, nonetheless); The employee s refusal to accept a comparable or higher level position in the Company or an affiliate at the same location or another location within 35 miles thereof; The sale or divestiture of all or a portion of the business of the Company, if the employee continues or is offered employment with the new employer or an affiliate thereof at the same location or another location within 35 miles thereof, regardless of whether the employee accepts the offer; The loss of a contract or outsourcing or other business transaction, if the employee is offered and accepts employment with another employer associated with the transaction at the same location or another location within 35 miles thereof; The employee's discharge for (i) misconduct, (ii) a violation of Company rules, policies and/or practices, (iii) conduct considered to be detrimental to the Company or (iv) poor performance based on an employee's unwillingness, inability or refusal to perform job duties or responsibilities; The employee's failure to transfer to another location of the Company or any affiliate of the Company after initially accepting the transfer within the acceptance period of the offer; or Such other reasons as the Committee shall, in its sole discretion, determine to be cause for denying benefits under this Plan. Severance Pay Plan of 2011 Page 2 of 6

3 III. D. Severance Pay, if any, for employees covered by a collective bargaining agreement will be governed by the specific provisions of such agreement. E. An employee who chooses not to voluntarily sign a Separation Agreement and General Release in accordance with the terms specified in Section VIII of this Plan will not be eligible for Severance Pay. Severance Pay for Qualifying Separations A. An eligible employee who is separated as a result of a Qualifying Event shall receive Severance Pay in accordance with the schedule below, only if the eligible employee voluntarily signs a Separation Agreement and General Release in accordance with the terms specified in Section VIII of the Plan. The terms of the Separation Agreement and General Release may be amended from time to time at the sole discretion of the Committee. SEVERANCE PAY Benefit Formula: Minimum Benefit: Maximum Benefit: One (1) week of pay for each two (2) full years of service Three (3) weeks of pay Thirteen (13) weeks of pay B. All Severance Pay will be less applicable taxes and required withholding and deductions. All Severance Pay will be paid in installments according to the Company s regular payroll cycle or, at the Company s discretion, in a single lump sum. C. For purposes of computing severance benefits under Section III-A, service shall be the number of whole years of service that the employee has attained from his or her adjusted service date to the date of separation. There will be no pro-rata Severance Pay for partial years of service or for service increments of less than two (2) years. In the case of an employee who previously received severance benefits from any Siemens company and has since been re-employed by any Siemens company, the employee s service shall be the number of whole years of service that the employee has attained from his or her reemployment date to the date of termination. D. A "week of pay" as used in Paragraph Ill-A shall be the base pay rate in effect just prior to separation multiplied by the employee s regularly scheduled hours of work (excluding any overtime regularly worked). In making such determinations, temporary reductions or increases in an employee s regularly scheduled hours are disregarded. E. Severance Pay as described in Paragraph III-A above will be paid in installments according to the Company s regular payroll cycle after the Separation Agreement and General Release described in Section VIll of this Plan becomes effective. F. Eligible employees should note that the amount of Severance Pay calculated under this Section III may be offset or reduced by any severance, termination or similar payments the Company is required to pay the employee under certain federal, state and local laws, and by any monies owed to the Company by the employee. G. Any severance payments made under this Plan will be reduced by the amount of Severance Pay, if any, payable under the terms of any employment agreement or contract in effect. H. The Plan is not intended to duplicate payments required by the Worker Adjustment and Retraining Notification Act ( WARN ) (which term shall include, for purposes of this Plan, any similar state statute requiring prior notice of plant closing or mass layoff). Therefore, notwithstanding any of the above, benefits payable under the Plan will be reduced by any amounts required to be paid to each employee pursuant to WARN, whether or not employees assert such rights. I. Payments of Severance Pay to a separated employee will cease if the separated employee is reemployed by the Company or by any Siemens or Gores subsidiary and/or any affiliate companies Severance Pay Plan of 2011 Page 3 of 6

4 IV. before payment of the full amount of the Severance Pay is completed. In event of re-employment, the employee will be required as a condition of re-employment to repay to the Company any amount of Severance Pay already paid which is greater than the pay the employee would have received during the period after his/her employment with the Company was terminated and before his/her re-employment. J. If a separated employee dies before receiving his/her full Severance Pay, the remaining payments of Severance Pay will be distributed to the beneficiary designated by the employee. If no such designation is made, the remaining severance payments will be paid to the deceased employee's estate. Insurance Coverage A. Employees enrolled in the Company's group insurance program may elect to continue medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and the regulations thereunder. B. All other group insurance coverage will end at midnight on the employee's separation date. Continuation of coverage or conversion to individual policies by the employee will be as allowed under the provisions of each individual plan. V. Administration of Plan This plan is a welfare plan under the Employee Retirement Income Security Act of 1974 ("ERISA") and is paid from the Company's general assets. A. Siemens Enterprise Communications, Inc. is the Named Fiduciary of this Plan. The Plan Sponsor is Siemens Enterprise Communications, Inc. The Plan Administrator is the Siemens Enterprise Communications, Inc., Severance Pay Plan Committee, to be comprised of no less than three members who shall be appointed by the Plan Sponsor. All benefits payable under this Plan are unfunded and paid solely from the general assets of the Company. B. The Committee has the sole right, authority and exclusive discretion to determine relevant facts, eligibility for benefits under the Plan and to construe the Plan's terms. C. Any employee or former employee for whom no benefits have been authorized may appeal the decision to the Committee in writing, within 60 days of receiving such notice, requesting the Committee to review and reconsider its determination. The Committee shall give the employee notice of its decision. The decision of the Committee to this appeal shall be final. VI. Miscellaneous A. The Company offers the Plan at will and expressly reserves the right to amend, modify or terminate the Plan in whole or in part for any reason in its sole discretion at any time without any prior notice. Any one of the Company s President and Chief Executive Officer, Executive Vice President and Chief Financial Officer or Vice President Human Resources shall authorize any such amendments, modifications or terminations of the Plan. B. The granting of Severance Pay does not constitute an extension or continuation of employment of the separated employee for the period of weeks for which payment is granted. C. The Employer Identification Number of the Plan Sponsor is The number assigned to this Plan by the Plan Sponsor is 513. The main address of the Plan Sponsor is 5500 Broken Sound Blvd., Boca Raton FL The main address of the Committee is 5500 Broken Sound Blvd., Boca Raton FL The main telephone number of the Plan Sponsor is (561) The agent for service of legal process is the Siemens Enterprise Communications, Inc., Severance Pay Plan Committee, c/o Siemens Enterprise Communications, Inc., 5500 Broken Sound Blvd., Boca Raton FL The Plan Year is January 1 through December 31. D. Nothing in the Plan shall be construed as giving any officer, employee, or agent of the Company a right to receive any benefit other than the Severance Pay (or benefits described in Section IV of this Plan) provided under the terms of the Plan. Severance Pay Plan of 2011 Page 4 of 6

5 E. No right to any Severance Pay or benefits under the Plan shall be deemed to occur prior to the date a participant becomes entitled to payment under the Plan. F. This Plan shall be construed, administered and enforced according to the laws of the State of Florida except as preempted by federal law. G. This document sets forth all of the terms and conditions of the Plan, and no employee may rely on any other communication or representation of the Company, or any officer, director, employee or affiliate thereof, as creating any right or obligation not expressly set forth in the Plan. VII. ERISA Rights Statement The following "ERISA Rights Statement" is included in this document in compliance with regulations of the U.S. Department of Labor. As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which provides that you shall be entitled to: Receive Information about Your Plan and Benefits Examine Plan Documents. Examine, without charge, at the Plan Administrator's office, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration. Obtain Copies of Plan Documents. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies. Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of an employee benefit plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercise your rights under ERISA. Enforce Your Rights If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials, a copy of plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or Federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance with Your Questions If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Severance Pay Plan of 2011 Page 5 of 6

6 Labor, 200 Constitution Avenue N.W., Washington, D.C You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration. VIII. The Separation Agreement and General Release A. An eligible employee whose employment with the Company is terminated as a result of a Qualifying Event will not be eligible to receive Severance Pay as determined by the schedule in Paragraph III-A above until the employee signs and has witnessed a "Separation Agreement and General Release" in a form acceptable to the Company. B. The Company shall provide the Separation Agreement and General Release to an eligible employee at the time of the employee's separation as a result of a Qualifying Event or as soon as administratively practicable thereafter. The eligible employee will be given 45 calendar days following receipt of the Separation Agreement and General Release or the date of separation, whichever is later, to consider whether to accept the terms of the Separation Agreement and General Release, and with it the Severance Pay as provided for in Paragraph III-A of the Plan. The employee will have seven (7) days (fifteen [15] days in Minnesota) after executing the Separation Agreement and General Release to revoke the Separation Agreement and General Release, but if the employee does so, the employee will not be entitled to receive any Severance Pay. The Separation Agreement and General Release should be returned to the Company at the address provided in the Agreement. Severance Pay will not be paid until after the Separation Agreement and General Release becomes effective. APPROVAL Human Resources James Burke, Chief Human Resources Officer Severance Pay Plan of 2011 Page 6 of 6