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Goodrich Corporation Severance Program

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GOODRICH CORPORATION
SEVERANCE PROGRAM
AUGUST 1, 2001


This is the Plan Document for the Goodrich Corporation Severance Program (the "Plan"). The Plan is effective as of August 1, 2001. The Plan supersedes and replaces any and all plans or programs providing for severance pay or benefits in effect as of that date at Goodrich or any Domestic Subsidiary.


1. PURPOSE. The purpose of this Plan is to provide severance pay and
continuation of certain health and welfare benefits to certain eligible
employees of Goodrich and covered Domestic Subsidiaries whose employment
is terminated under circumstances covered by this Plan. The Plan
Benefits are intended to provide a continuation of compensation and
benefits for a period of time while the person makes the transition to a
new career.


2. CERTAIN DEFINITIONS. For purpose of this Plan:


a) "BASE PAY" means as follows: i) for a salaried Eligible
Employee, such employee's weekly base salary as of the date
immediately preceding the date of such employee's Qualifying
Termination, ii) for an hourly, full-time Eligible Employee,
such employee's weekly compensation based upon a 40-hour
workweek and such employee's hourly wage as of the date
immediately preceding the date of such employee's Qualifying
Termination, and iii) for a part-time Eligible Employee, such
employee's weekly compensation based upon such employee's
average weekly pay for services rendered as a part-time employee
over a six-month period ending on such employee's Qualifying
Termination date. Base Pay shall, in all cases, exclude any
bonus, overtime, commission, profit-sharing or similar payments
and any stock-based compensation, benefits, benefit credits,
perquisites, expense reimbursements, allowances or similar forms
of compensation.


b) "BENEFIT COVERAGE" is defined in Section 5(b).


c) "BUSINESS UNIT" means a subsidiary, segment, group, division,
facility, asset or business of the Company, or any portion
thereof.


d) "CHANGE IN CONTROL" means


1) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), of beneficial


ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (A) the
then outstanding shares of common stock of Goodrich (the
"Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities
of Goodrich entitled to vote generally in the election
of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control:
(A) any acquisition directly from Goodrich (other than
by exercise of a conversion privilege), (B) any
acquisition by Goodrich or any of its subsidiaries, (C)
any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Goodrich or any of its
subsidiaries or (D) any acquisition by any corporation
with respect to which, following such acquisition, more
than 70% of, respectively, the then outstanding shares
of common stock of such corporation and the combined
voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the
election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common
Stock and Company Voting Securities immediately prior to
such acquisition in substantially the same proportions
as their ownership, solely in their capacity as
Shareholders of the Company, immediately prior to such
acquisition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may
be; or


2) During any period of two consecutive years,
individuals who, as of the beginning of such period,
constitute the Board of Directors of Goodrich (the
"Incumbent Board") cease for any reason to constitute at
least a majority of said Board; provided, however, that
any individual becoming a director subsequent to the
beginning of such period whose election, or nomination
for election by the shareholders of Goodrich, was
approved by a vote of at least a majority of the
directors then comprising the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of
either an actual or threatened election contest (as such
terms are used in Rule 14a - 11 of Regulation 14A
promulgated under the Exchange Act); or


3) Consummation of a reorganization, merger or
consolidation, in each case, with respect to which all
or substantially all of the individuals and entities who
were beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding


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Company Voting Securities immediately prior to such
reorganization, merger or consolidation, do not,
following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, solely in
their capacity as Shareholders of the Company, more than
70% of, respectively, the then outstanding Shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the
company resulting from such reorganization, merger or
consolidation in substantially the same proportions as
their ownership, immediately prior to such
reorganization, merger or consolidation of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or


4) Consummation of (A) a complete liquidation or
dissolution of Goodrich or (B) a sale or other
disposition of all or substantially all of the assets of
Goodrich, other than to a corporation, with respect to
which following such sale or other disposition, more
than 70% of, respectively, the then outstanding shares
of common stock of such corporation and the combined
voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the
election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of
the individuals and entities, solely in their capacity
as Shareholders of Goodrich, who were the beneficial
owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of
the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be.


e) "COBRA LAW" means the requirements of Part 6 of Subtitle B of
Title I of the Employee Retirement Income Security Act of 1974,
as amended.


f) "COMPANY" means, collectively or individually, Goodrich and each
Domestic Subsidiary.


g) "DOMESTIC SUBSIDIARY" means each corporation incorporated within
the United States of America which is listed on Appendix A to
this Plan. Appendix A may be amended from time to time upon the
approval of the Chief Executive Officer of Goodrich.


3


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


i) "ELIGIBLE EMPLOYEE" is defined in Section 3.


j) "EXEMPT FACILITY" means a work location of the Company which has
been designated in Exhibit B to this Plan. Employees whose
regular work location is an Exempt Facility are not Eligible
Employees under this Plan. Exhibit B may be amended from time to
time upon the approval of the Chief Executive Officer of
Goodrich.


k) "GOODRICH" means Goodrich Corporation (formerly known as The
B.F.Goodrich Company), a New York corporation.


l) "OFFER OF COMPARABLE EMPLOYMENT" means an offer of employment to
an Eligible Employee that (i) has a Base Pay for such employee
which is not less than the Base Pay in effect for the employee
on the day immediately prior to the effective date of the
transfer of the Business Unit, (ii) provides the employee with
an opportunity to earn an annual cash bonus which is comparable
to the target level that such employee can earn under an
applicable cash bonus plan offered by the Company to which such
employee is eligible on the day immediately prior to the
effective date of the transfer of the Business Unit, and (iii)
does not require the employee to transfer to another employment
location which is more than 50 miles farther from the Eligible
Employee's residence than was the location at which the Eligible
Employee was employed immediately prior to the date of the
transfer of the Business Unit. For purposes of item (ii) in the
preceding sentence, an offer of employment may constitute an
"Offer of Comparable Employment" even though the performance
standards to be used to determine whether a bonus will be paid
or the level of such bonus are different from standards used by
the Company. In addition, an offer of employment may satisfy the
requirement set forth in item (ii), above, even though the bonus
opportunity of the new offer is less than annual target bonus,
if the combination of base pay and bonus opportunity of the new
offer is comparable to the sum of base pay and annual target
bonus in effect at the time of the transfer of the Business
Unit. Other factors associated with an offer of employment, such
as the job description and responsibilities, the opportunity for
stock-based compensation, and the level of benefits or
perquisites, will not be considered for purposes of determining
whether an offer of employment constitutes an "Offer of
Comparable Employment" under this Plan.


4


m) "PLAN" means, collectively, this Severance Program and any
amendments and modifications thereto.


n) "PLAN BENEFITS" is defined in Section 6.


o) "QUALIFYING TERMINATION" is defined in Section 4.


3. ELIGIBILITY. A person is an "Eligible Employee" if such person is a
regular, full-time or part-time employee of the Company and meets the
criteria set forth in this Section 3. For purposes of the preceding
sentence, the term "employee" refers to a person who, under applicable
law, has an employer-employee relationship with the Company. The term
"employee" does not include any person who is a leased worker, leased
employee or any similar type of worker or employee who is not on the
regular payroll of the Company, any person who is classified as
rendering services to the Company as an independent contractor
(regardless of whether that classification is determined to be incorrect
by any other person, court, governmental authority or otherwise as a
matter of law) and any other person rendering services solely as a
director of Goodrich or a Domestic Subsidiary. The term "Eligible
Employee" shall not include any employee who is described in any of the
following categories of employees:


a) Employees whose conditions of employment are subject to a
collective bargaining agreement between the Company and any
labor union or other collective bargaining unit.


b) E
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