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Key Execuitve Severance Plan

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Sectors: Food, Beverages and Tobacco
Effective Date: January 16, 2002
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AGRILINK FOODS, INC.


KEY EXECUTIVE SEVERANCE PLAN - A


1. Preamble and Statement of Purpose. The purpose of this Plan is to assure Agrilink Foods, Inc. ("Agrilink") that it will have the continued dedication and availability of the services of, and the objective advice and counsel from, key executives of Agrilink notwithstanding the probability, threat or occurrence of a change of control of Agrilink.


In the event there is a probable change of control of Agrilink, the Board of Directors of Agrilink Foods, Inc. (the "Board") believes it is imperative that Agrilink and the Board be able to rely upon key executives to continue in their positions without concern that those individuals might be distracted by the personal uncertainties and risks created by the possibility of a change of control. Should there be a proposed change of control of Agrilink, such key executives may be called upon, in addition to their regular duties, to assist in the assessment of proposals, advise the Board as to whether such proposals would be in the best interest of Agrilink and its owners, and to take such other actions as the Board might determine to be appropriate.


2. Eligible Employees. Participants under this Plan shall consist of those key executives of Agrilink and its Subsidiaries (as hereinafter defined) who are from time to time designated as key executives to be included within this Plan by the Board. The Board shall designate key executives as Participants, and the key executives, under circumstances described in this Plan, shall be entitled to severance under this Plan in lieu of any and all other severance benefits as described in Section 8 herein. The Board's initial designation of key executives as a Participant is set forth in Exhibit A.


An executive who the Board determines has ceased to be a key executive for purposes of the Plan shall cease to be a Participant in the Plan when notified by the Board of such determination;


except that no such determination that an executive has ceased to be such a Participant shall be made, and if made shall have no effect if such determination occurs, (i) within two years after the Change of Control (as hereinafter defined) in question or (ii) during any period of time when Agrilink has knowledge that any third person or entity has taken steps reasonably calculated to effect a Change of Control until, in the opinion of the Board, the third person or entity has abandoned or terminated its efforts to effect a Change of Control. Any reasonable decision by the Board that the third person or entity has abandoned or terminated its efforts to effect a Change of Control shall be binding on the executives.


3. Benefits. Any key executive designated as a Participant in this Plan by the Board as provided above shall, for so long as such executive participates in the Plan, be entitled to the following benefits:


(a) In the event of a "Termination" (as hereinafter defined) of a
Participant's employment with Agrilink at any time when a Change of Control
is anticipated as determined by a majority of the Board (as defined in
Section 2) or within two years after a Change of Control, the Participant
shall receive the following salary continuance payments and benefits:


(i) Two years (104 weeks) of salary continuance payments at the
Participant's current annual base salary rate in effect at the date of
Termination, less all normal payroll deductions, payable on regular
bi-weekly payroll intervals.


(ii) The Participant's participation in health insurance plans
(medical, dental and or vision as previously elected by the
Participant) shall be continued during any period in which salary
continuance payments are being paid hereunder at no additional cost to
the Participant in excess of such cost as might apply for these
benefits if the Participant remained employed with Agrilink.


The salary continuance payments and the full value of the
continuance of other benefits payable to a Participant under this plan
may be paid to the Participant in the form of a single sum, at the
sole discretion of Agrilink. The single sum shall equal the present
value of the payments using the then current applicable federal
mid-term rate.


(b) Anything in this Plan to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by Agrilink
to, or for the benefit of, a Participant (whether paid or payable or
distributed or distributable pursuant to the terms of this Plan or
otherwise) would be considered an "excess parachute payment" subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended, the benefits under this plan shall be reduced to the maximum
amount payable that assures that the payments hereunder are not considered
an excess parachute payment. For purposes of this subparagraph (c), the
determination of the presence of a potential excess parachute payment, and
the corresponding reduction in benefits shall be determined in the first
instance by Agrilink. Within 45 days of being provided with written notice
of any such determination and reduction in benefits, the Participant(s) may
provide written notice to the Chairman of the Board of Agrilink of any
disagreement, in which event the calculation of the "excess parachute
payment" and the reduction in benefits shall be determined by independent
tax counsel selected by Agrilink's independent auditors. The determination
of Agrilink (or, in the event of a disagreement, the ta
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