Advanta Employees' Severance Pay Plan

Exhibit 10.1


ADVANTA EMPLOYEES92 SEVERANCE PAY PLAN

Amended and Restated, Effective as of April 2, 2007


The Company has adopted this amendment and restatement of the Plan in order to provide guidelines pursuant to which the Company, in its sole discretion, may make severance payments to employees who meet the eligibility requirements described below when they are permanently terminated without cause from their active employment with the Company. The Plan, as herein amended and restated, is applicable to terminations of employment occurring on and after the Effective Date. The Plan, as previously in effect, governs terminations of employment that occurred prior to the Effective Date.


SECTION 1. DEFINITIONS


As used herein:


1.1 "Benefits Committee" means a committee composed of the Company92s General Counsel and the Company92s Vice President of Human Resources, or such other person or persons as may be designated by the Board of Directors to serve as the Benefits Committee from time to time.


1.2 "Board of Directors" means the Board of Directors of the Company.


1.3 "Code" means Internal Revenue Code of 1986, as amended.


1.4 "Company" means Advanta Corp. and, where appropriate in the context, Advanta Corp. and its Subsidiaries.


1.5 "Effective Date" means the effective date of this restatement of the Plan, as set forth above.


1.6 "Employee" means a person who, on or after the Effective Date, is employed by the Company or a Subsidiary on a full time or part time basis at a stated rate of compensation, expressed in terms of weekly, monthly or annual salary or hourly pay, on a regular and continuing basis, specifically excluding all of the following: (a) any individual who was hired for a specific limited period of time or on a sporadic or intermittent basis for periods of varying duration; (b) any individual treated for federal income or wage tax purposes as an independent contractor or consultant; and (c) any other individual who is a leased employee or is otherwise not treated for tax or other purposes as an employee of the Company or a Subsidiary, notwithstanding that such individual may subsequently be re-classified by a court, government agency, tribunal or arbitrator as a common law employee of the Company.


1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.



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1.8 "Full Years of Service" of an Employee means the Employee92s full years of employment with the Company or a Subsidiary up to and including the Employee92s Termination Date; except that incomplete years of service will be rounded up if the anniversary of the Employee92s date of hire will occur within thirty (30) calendar days after the Employee92s Termination Date.


1.9 "Pay" means the base salary or wage of an eligible Employee at his or her stated hourly, weekly, monthly or annual rate as of the Employee92s Termination Date. "Pay" does not include overtime pay, shift differentials, bonuses of any kind, incentive pay or any other remuneration. A "Week of Pay" shall be calculated in accordance with the Company92s or Subsidiary92s regular payroll practices and procedures and, in the case of hourly employees, shall be based upon the Employee92s Scheduled Hours as reflected in the Company92s or Subsidiary92s then current payroll system during the last regular pay period preceding the Termination Date.


1.10 "Plan" means the Advanta Employees92 Severance Pay Plan as set forth herein, as amended from time to time.


1.11 "Plan Year" means calendar year.


1.12 "Scheduled Hours" means the number of hours designated as such in the Company92s then current payroll system.


1.13 "Service" of an Employee means the period of service from such Employee92s most recent date of hire through the date of such Employee92s Termination Date; provided, however, that prior Service that would otherwise be disregarded, may, at the discretion of the Benefits Committee, be included as additional Service.


1.14 "Severance Pay" means a payment made to an eligible Employee pursuant to the Plan.


1.15 "Subsidiary" means any entity other than the Company that is treated under Code Section 414(b) or (c) as a single employer along with the Company; provided, however, that any such entity shall not be considered to be a Subsidiary if the Board of Directors or the Benefits Committee provides that such entity shall be excluded from participation in the Plan. Notwithstanding the foregoing, any other entity that does not otherwise qualify as a Subsidiary may be designated as a Subsidiary for purposes of the Plan by the Board of Directors or the Benefits Committee.


1.16 "Termination Date" means the date upon which the Employee92s employment with the Company or a Subsidiary ceases.


SECTION 2. ELIGIBILITY


2.1 An Employee shall be eligible to receive Severance Pay under the Plan if and only if all of the following conditions are met (and the Employee is not disqualified from eligibility pursuant to Section 2.2), as determined in the sole discretion of the Benefits Committee:


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(a) The Employee is an Employee of the Company or a Subsidiary on or after the Effective Date of the Plan;


(b) The employment of the Employee is involuntarily and permanently terminated by the Company or Subsidiary by which he or she is employed without cause while the Plan remains in effect under circumstances that the Benefits Committee determines to be a permanent layoff, reduction-in-force, facility closing, reorganization or consolidation, other similar business decision or because of a mutual agreement between the Employee and the Company or Subsidiary, approved in writing by the Vice President of Human Resources or the designee of the Vice President of Human Resources;


(c) The Employee has returned all Company or Subsidiary property, submitted all travel, expense and other such reports, and has paid to the Company or Subsidiary any amounts that are due; and


(d) The Employee duly executes and provides to the Company, within the time period specified by the Company, a general release in such form as may be established for this purpose from time to time at the Company92s discretion, and which the Employee does not revoke thereafter.


2.2 Except to the extent required by applicable law, an Employee shall be ineligible to receive Severance Pay under the Plan if any of the following disqualifying events are determined to have occurred, which determination shall be made in the sole discretion of the Benefits Committee:


(a) The Company or Subsidiary is sold or the portion of the Company92s or Subsidiary92s operations at which the Employee works is sold or otherwise transferred to an entity (the "New Owner") other than the Company or Subsidiary, and the Employee is offered employment by or transferred to the New Owner, regardless of the terms and conditions of employment offered by the New Owner;


(b) The Employee is terminated for cause, as determined in the sole discretion of the Company or Subsidiary, including but not limited to termination for failure to satisfactorily perform assigned duties, absenteeism or tardiness, insubordination, dishonesty, theft, willful misconduct, fraud, harassment, any unethical, inappropriate or illegal behavior or activity; or any failure to comply with the Company92s or Subsidiary92s rules, policies or procedures, which currently exist or are hereafter adopted;


(c) The Company or Subsidiary determines that the Employee, either prior or subsequent to the Employee92s Termination Date, has (i) misappropriated or improperly used or disclosed any confidential or proprietary information of the Company or a Subsidiary; (ii) failed to comply with any contractual obligations to the Company or any Subsidiary, including, the Company92s Business Ethics Agreement (if applicable); or (iii) violated the Company92s Code of Ethics, the Advanta Employee Guide or any other Company policy;


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(d) The Employee92s employment with the Company or a Subsidiary terminates by reason of the Employee92s death, retirement or resignation;


(e) As of the date the Employee92s position as an employee of the Company or a Subsidiary is eliminated by reason of a permanent layoff, reduction-in-force, facility closing, reorganization or consolidation other similar business decision as determined by the Benefits Committee, the Employee shall have been absent from the performance of his or her duties with the Company for more than six (6) consecutive months as a result of a leave of absence for any reason;


(f) The Employee is offered (but refuses to take) another position as an employee of the Company or any Subsidiary, at a level of base salary that is at least equal to 80% of such Employee92s prior base salary, and which does not require such Employee to commute to a new principal work site that is more than 50 miles farther from such Employee92s residence than such Employee92s prior work site; or


(g) The Company or Subsidiary determines in its sole discretion that either under the facts and circumstances relating to the Employee92s cessation of employment, or more generally, it would be inappropriate to pay severance benefits.


(h) Notwithstanding any prior determination regarding eligibility for benefits hereunder, in the event the Company or any Subsidiary determines at any time that any Employee is not eligible for Severance Pay by reason of any failure to qualify for such Severance Pay under Section 2.1 above, or by reason of any disqualification from eligibility for such Severance Pay under Section 2.2 above, no Severance Pay shall be provided to such Employee, and, if any Severance Pay shall have already been ...