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EXHIBIT 10(x)
UST CORP.
SENIOR OFFICER SEVERANCE PAY PLAN
JANUARY 1, 1995
I. PURPOSE
This Plan is intended to provide salary continuation to certain
designated Senior Officers of UST Corp. (the "Company") in the event that their
employment is terminated as provided hereafter due to a reduction in force or a
corporate restructuring or following a Change of Control.
II. ELIGIBILITY TO PARTICIPATE
A. In order to be eligible to participate in this Plan, you must be
currently designated, in writing, by the Chief Executive Officer
of the Company or his designee as a "Senior Officer" for purposes
of this Plan.
III. QUALIFYING EVENTS
A. An employee eligible to participate in this Plan under Section II
above (a "participating employee") is entitled to receive
benefits under the Plan only if all of the following three
conditions are met: (i) the employee is on the Company's active
payroll or on a leave of absence that has been approved in
writing, with guaranteed reinstatement, at the time his/her
employment terminates; and (ii) termination occurs in one of the
following circumstances:
1. The participating employee's employment is terminated as
a result of the elimination of his/her position with the
Company in conjunction with a reduction in force or a
corporate restructuring and the employee is not offered
employment in a comparable position with the Company or
one of its Affiliates; or
2. The employee's employment is terminated other than for
Cause by the Company within twelve (12) months following
a Change of Control; and
3. The employee is not then covered by another severance pay
plan or by an individual employment agreement or other
severance arrangement providing benefits that in the
aggregate are comparable to or exceed those for which the
employee would otherwise be eligible under this Plan;
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and (iii) the participating employee executes the release of claims
attached hereto and marked "A" (the "Employee Release") within
forty-five (45) days of the date on which he/she receives notice of
termination of his/her employment, and does not timely revoke it.
IV. EXCLUSIONS
A. The following are examples of events in which an employee would
not qualify for benefits under this Plan:
1. The employee resigns or otherwise voluntarily leaves
his/her employment with the Company; or
2. The employee's employment is terminated by the Company
for Cause; or
3. The employee is offered comparable employment at the time
of the elimination of his/her position; or
4. The employee is temporarily laid off, as determined by
the Company; or
5. The employee is on a leave of absence which has not been
approved in writing or as to which reinstatement is not
guaranteed; or
6. The employee elects not to execute the Employee Release.
B. This Plan does not constitute a contract of employment for a
specific term or otherwise alter the at-will nature of the
employment relationship between any employee and the Company.
V. BENEFITS
A. Benefits under this Plan are determined by length of service, as
follows:
1. Twenty-six (26) weeks pay, at the participating
employee's final base rate of pay, if the participating
employee has completed less than five (5) full years of
service with the Company as of the date employment
terminates; or
2. Thirty-nine (39) weeks pay, at the participating
employee's final base rate of pay, if the participating
employee has completed five (5) full years or more of
service with the Company as of the date his/her
employment terminates.
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3. In the case of any participating employee employed on a
part-time basis, benefits hereunder shall be pro- rated,
based on the number of hours the employee is regularly
scheduled to work per week.
B. Provided that the participating employee elects to receive
benefits as salary continuation under option 2 of paragraph D of
this Section V, and provided further that the participating
employee is currently enrolled in, and exercises his/her right to
continue coverage under the Company's group health plan in
accordance with applicable federal law ("COBRA"), then, for the
duration of the period in which the participating employee is
receiving such salary continuation or, if earlier, until the date
the participating employee ceases to be eligible for continued
coverage in accordance with COBRA, the Company shall continue to
pay that share of the premium cost of the participating
employee's coverage and that of his/her eligible dependents under
the Company's group health plan that it pays for active employees
of the Company and their eligible dependents generally or,
following a Change of Control, the amount the Company was paying
for active employees of the Company and their eligible dependents
generally immediately prior to such Change of Control, if
greater.
C. For purposes of determining the length of service of a
participating employee hereunder, service with the Company which
occurred prior to a break in service of two (2) years or more
shall not be included.
D. Benefits under Section V.A for which a participating employee is
eligible shall be reduced by all taxes and other amounts which
the Company is required to withhold under applicable law and
shall be payable, at the participating employee's election, (1)
in a single lump sum within thirty (30) days following the
effective date of the Employee Release or (B) as salary
continuation payable at the Company's regular payroll periods and
in accordance with its regular payroll practices commencing on
the next payday immediately following the effective date of the
Employee Release, but retroactive to the date of termination of
the participating employee's employment.
E. Benefits otherwise payable under this Plan shall be reduced by
any amounts to which the employee is entitled under applicable
law as a result of the termination of his/her employment.
F. The Company pays the full cost of benefits provided under this
Plan from the Company's general assets.
G. Benefits under this Plan are not assignable or subject to
alienation. Likewise, benefits are not subject to attachments by
creditors or through legal process against the Company or any
employee.
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H. Notwithstanding anything to the contrary contained herein, any
and all payments to be provided hereunder to or on behalf of any
participating employee are subject to reduction to the extent
required by applicable statutes, regulations, rules and
directives of federal, state and other governmental and
regulatory bodies having jurisdiction over the Company and/or any
of its Affiliates.
VI. DEFINITIONS
A. Words or phrases which are initially capitalized or within
quotation marks shall have the meanings provided in this Section
VI and as provided elsewhere herein. For purposes of this Plan,
the following definitions apply:
1. An "Affiliate" means any individual, corporation or other
entity directly or indirectly controlling, controlled by
or under common control with the Company, where control
may be by management authority, equity interest or
otherwise.
2. "Cause" for termination means only (i) the employee's
refusal to perform or gross negligence in the performance
of, his/her duties and responsibilities for the Company
or (ii) the employee's fraud, embezzlement or other
material dishonesty with respect to the Company or any of
its Affiliates or (iii) an action or omission by the
employee in violation of the banking or other laws
governing the operations of the Company and/or (iv) the
employee's conviction of, or plea of no contest to, a
felony, each as communicated to the employee by notice
from the Company setting forth in reasonable detail the
nature of such Cause.
3. A "Change of Control" shall be deemed to have been
consummated if hereafter
(i) any "person", as such term used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934 as
amended (the "Exchange Act") other than the Company or
any of its subsidiaries or affiliates or any trustee or
other fiduciary holding securities under an employee
benefit plan of the Company or any of its subsidiaries or
affiliates, becomes a beneficial owner (within the
meaning of Rule 13d-3, as amended, as promulgated under
the Exchange Act), directly or indirectly, of securities
representing twenty-five (25%) percent or more of the
combined voting power of the Company's then outstanding
securities; or
(ii) during any period of two consecutive years
(not including any period prior to the establishment of
this Plan), individuals who at the
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beginning of such period constitute the Board of
Directors of the Company (the "Board"), and any new
director (other than a director designated by a person
who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii) or
(iv) of this Section V.A.3) whose election by the Board
or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the
directors then still in office who either were directors
at the beginning of the period or whose election or
nomination for election was previously so approved, cease
for any reason to constitute at least a majority thereof;
or
(iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which
would result in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity)
more than eighty percent (80%) of the combined voting
power of the voting securities of the Company or such
surviving entity outstanding immediately after such
merger or consolidation; provided, however, that a merger
or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than
twenty-five percent (25%) of the combined voting power of
the Company's then outstanding securities shall not
constitute a Change of Control; or
(iv) the stockholders of the Company approve a
plan of complete liquidation of the Company; or
(v) there occurs a closing of a sale or other
disposition by the Company of all or substantially all of
the Company's assets.
4. The "Company" means UST Corp. or, following a Change of
Control, any successor of UST Corp.
VII. ADMINISTRATION, CLAIMS PROCEDURE AND GENERAL INFORMATION
A. The Company reserves the right to amend, modify and terminate the
Plan. Also, the Company, as the Plan administrator within the
meaning of ERISA, reserves full discretion to administer the Plan
in all of its details, subject to the requirements of law. The
Company shall have such discretionary powers as are necessary to
discharge its duties. Any interpretation or determination that
the Company makes regarding this Plan, including without
limitation determinations of
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eligibility, participation and benefits, will be final and
conclusive, in the absence of clear and convincing evidence that
the Company acted arbitrarily and capriciously.
B. Notwithstanding anything to the contrary contained herein, this
Plan may not be modified, amended or terminated during the first
twelve (12) months following a Change of Control, excluding only
such administrative changes as may be required for the assumption
of this Plan by the successor of the Company upon a Change of
Control, and any participating employee who is designated as an
"Senior Officer" for purposes of this Plan at the time of a
Change of Control will remain so designated for twelve (12)
months following that Change of Control.
C. If you believe you are being denied any rights under the Plan,
you may file a claim in writing with the Company, as Plan
administrator. If your claim is denied, in whole or in part, the
Plan administrator will notify you in writing, giving the
specific reasons for the decision, including specific reference
to the pertinent Plan provisions and a description of any
additional material or information necessary to perfect your
claim and an explanation of why such material or information is
necessary. The written notice will also advise you of your right
to request a review of your claim and the steps that need to be
taken if you wish to submit your claim for review. If the Plan
administrator does not notify you of its decision within 90 days
after it had received your claim (or within 180 days, if special
circumstances exist requiring additional time, and if you had
been given a written explanation for the extension within the
initial 90-day period), you should consider your claim to have
been denied. At this time you may request a review of the denial
of your claim.
A request for review must be made in writing by you or your duly
authorized representative to the Company, as Plan administrator,
within 60 days after you have received the notice of denial. As
part of your request, you may submit written issues and comments
to the Plan administrator, review pertinent documents, and
request a hearing. The Plan administrator's written decision
will be made within 60 days (or 120 days if a hearing is held or
if other special circumstances exist requiring more than 60 days
and written notice of the extension is provided to you within the
initial 60-day period) after your request has been received.
Again, the decision will include specific reasons, including
references to pertinent Plan provisions.
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"A"
RELEASE OF CLAIMS
FOR AND IN CONSIDERATION OF the special payments to be made to me in
connection with my separation of employment, as set forth in UST Corp. Senior
Officer Severance Pay Plan (the "Plan"), I, on my own behalf and on behalf of
my heirs, beneficiaries and representatives and all others connected with me,
hereby release and forever discharge UST Corp. (the "Company"), its
subsidiaries and affiliates, and all of their respective officers, directors,
employees, agents, representatives, sucessors and assigns and all others
connected with them (all collectively, the "Releasees"), both individually and
in their official capacities, from any and all liabilities, claims, demands,
actions and causes of action of any type (all collectively "Claims") which I
have had in the past, now have, or might now have, through the date of my
execution of this Release of Claims, in any way resulting from, arising out of
or connected with my employment or its termination or pursuant to any federal,
state or local employment law, regulation or other requirement (including
without limitation Title VII of the Civil Rights Act of 1964, as amended, the
Age Discrimination in Employment Act, as amended, the Americans with
Disabilities Act, as amended, and the Massachusetts fair employment practices
act, as amended).
Excluded from the scope of this Release of Claims is (i) any claim
arising hereafter under the terms of the Plan or under the terms of any of the
Company's other employee benefit plans (including without limitation the
Company's employee pension plan, profit sharing plan or stock ownership plan)
and (ii) any right of indemnification or contribution pursuant to the Articles
of Organization or By-Laws of the Company that I have or hereafter acquire if
any claim is assert or proceedings are brought against me by any governmental
or regulatory agency, or by any customer, creditor, employee or shareholder of
the Company, or by any self- regulatory organization, stock exchange or the
like, related or allegedly related to my having been an officer or employee of
the Company or to any of my activities as an officer or employee of the
Company.
By acceptance of or reliance on this Release of Claims, the Company
promises that neither it nor any of the other Releasees affiliated with the
Company will take any action that is designed, specifically as to me or with
respect to a class of similarly situated former employees, to reduce or
abrogate, or may reasonably be expected to result in an abridgement or
elimination of, any rights of indemnification or contribution available to me
pursuant to the Articles of Organization or By-Laws of the Company, or under
any policy or policies of directors and officers liability insurance affording
coverage to former officers and in effect from time to time, unless any such
abridgement or elimination of rights is also generally applicable to
then-current officers and employees of the Company.
In signing this Release of Claims, I acknowledge that I have had at
least forty-five (45) days from the date of my receipt of notice of termination
of my employment to consider the terms of this Release of Claims, that I am
encouraged by the Company to seek the advice of an attorney prior to signing
this Release of Claims and that I am signing this Release of Claims voluntarily
and
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with a full understanding of its terms. I understand that I may revoke this
Release of Claims at any time within seven (7) days of the date of my signing
by written notice to the President of the Company and that this Release of
Claims will take effect only upon the expiration of such seven-day revocation
period and only if I have not timely revoked it.
IN WITNESS WHEREOF, I have set my hand and seal on the date written
below.
Signature: _________________________________
Date Signed: _______________________________
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