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EXHIBIT 10.2
RUSSELL CORPORATION
SEVERANCE PAY PLAN
FOR GRADE 19 AND ABOVE
Effective January 1, 2001
SECTION 1
Introduction
1.1 Purpose. Russell Corporation (the "Company") has established
the Russell Corporation Severance Pay Plan for employees at Salary Grade 19 and
above (the "Plan") to enable the Company to provide severance benefits to
eligible employees who are in Salary Grade 19 or above and who voluntarily
terminate employment with the Company at the Company's request or whose
employment is involuntarily terminated other than for proper cause (as defined
below). The Plan supersedes all corporate Plans, policies or practices regarding
severance allowances and pay in lieu of notice upon termination of employment,
with respect to employees eligible to participate in the Plan. Severance
benefits for eligible employees shall be determined exclusively under the Plan.
It is the intent of the Company that the Plan, as set forth herein, constitute
an "employee welfare benefit Plan" within the meaning of Section 3(1) of the
Employee Retirement Income Act of 1974 ("ERISA") and comply with the applicable
requirements of ERISA.
1.2 Effective Date, Plan Year. The Plan was established as of
_____________. The "effective date" of the Plan is January 1, 2001. A "Plan
year" is the 12-month period beginning on January 1st and ending on the
following December 31st.
1.3 Administration. The Plan is administered by the Company. The
Company, from time to time, may adopt such rules and regulations as may be
necessary or desirable for the proper and efficient administration of the Plan
and provided such rules and regulations are consistent with the terms of the
Plan. The Company, from time to time, may also appoint such individuals to act
as the Company's representatives as the Company considers necessary or desirable
for the effective administration of the Plan. In administering the Plan, the
Company shall have the discretionary authority to construe and interpret the
provisions of the Plan and make factual determinations thereunder, including the
authority to determine the eligibility of employees and the amount of benefits
payable under the Plan. Any notice or document required to be given or filed
with the Company will be deemed properly given or filed if delivered or mailed,
by registered mail, postage prepaid, to the Company at 3330 Cumberland Blvd.,
Suite 800, Atlanta, Georgia 30339, attention: Senior Vice President, Human
Resources.
1.4 Plan Supplements. The provisions of the Plan may be modified
by supplements to the Plan. The terms and provisions of each supplement shall be
a part of the Plan and shall supersede any inconsistent provisions of the Plan
to the extent necessary to eliminate such inconsistencies.
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SECTION 2
Eligibility for Participation
Subject to the conditions and limitations of any applicable supplement
to the Plan, each employee who is employed in a position in Salary Grade 19 and
above shall become a participant in the Plan on his date of hire, or, if later,
the date he becomes employed in such position. No other employee shall be
eligible to participate in the Plan.
SECTION 3
Plan Benefits
3.1 Eligibility for Benefits. Subject to the conditions and
limitations of the Plan and any applicable supplement, a participant who, at the
Company's request, agrees to voluntarily terminate his employment with the
Company or whose employment is involuntarily terminated for a reason other than
for proper cause (as defined below) and who executes a proper release provided
by the Company will be entitled to receive a benefit determined by the Company
in its sole discretion; provided, however:
(a) Any participant who, at the time of his termination,
is eligible to receive any form of disability or
workers' compensation insurance or salary
continuation because of disability shall not be
entitled to receive any benefit under the Plan.
(b) If a participant whose employment is terminated was
offered employment in a suitable position at any
facility or place of business of the Company, he
shall not be eligible to receive any benefits under
the Plan. The Company shall have sole discretion to
determine whether the position offered constitutes a
"suitable position" for purposes of this paragraph.
(c) A participant whose employment with the Company is
terminated in conjunction with the sale or transfer
(whether of stock or assets) of all or any part of
the Company who is offered a suitable position with
the acquiror of the part or all of the Company sold
or transferred shall not be eligible to receive
benefits under the Plan. The Company shall have sole
discretion to determine whether the position offered
constitutes a "suitable position" for purposes of
this paragraph.
The Company has established guidelines (attached as Exhibit A) to be used by the
Company in determining the amount of severance pay benefits provided to its
employees who are participants in the Plan. The guidelines are suggestions only
and are not restrictions on the Company's ability to determine the severance
amount at its complete discretion. In no event shall any participant's severance
pay benefit exceed an amount equal to twelve (12) months of the participant's
base pay. For purposes of this Plan, a termination for "proper cause" shall
include
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(but shall not be limited to) termination for any willful or grossly negligent
breach of the participant's duties as an employee of the Company and termination
for fraud, embezzlement or any other similar dishonest conduct, or for violation
of the Company's rules of conduct.
3.2 Certain Repayments and Forfeitures. Notwithstanding any other
provision of the Plan, any participant who accepts benefits under the Plan shall
reimburse the Company for the full amount of any benefits he received under the
Plan if the participant subsequently discloses any of the Company's trade
secrets, violates any written covenants between such participant and the
Company, or otherwise engages in conduct that may adversely affect the Company's
reputation or business relations. In addition, any participant described in the
preceding sentence shall forfeit any right to benefits under the Plan which have
not yet been paid. To the extent required by the terms of any agreement between
the Company and a third party concerning the sale or transfer of all or any
portion of the Company to such third party, any participant whose employment is
involuntarily terminated in conjunction with such sale and who becomes a direct
competitor of such third party or is employed by a direct competitor of such
third party shall forfeit any right to any additional benefits under the Plan
which have not yet been paid.
SECTION 4
Payment of Benefits
4.1 Release Agreement. No benefits under the Plan shall be payable
to any participant until such participant and the Company have executed a
release (in a form approved by the Company) of all of such participant's then
existing rights and legal claims against the Company and the Company and the
payment of benefits under the Plan shall be subject to the terms and conditions
of such release agreement. The terms and conditions of a participant's release
agreement, with respect to the payment of severance benefits are incorporated by
this reference and form a part of the Plan as applied to such participant.
4.2 Form of Payment. Benefits shall be paid in equal installments
according to the Company's normal payroll schedule. In the event of a
participant's death before he receives all benefits to which he otherwise would
be entitled under the Plan, payment of his benefits shall be made to his
beneficiary in installments or a lump sum, as determined by the Company.
4.3 Designation of Beneficiary. By signing a form furnished by the
Company, each participant may designate any person or persons to whom his
benefits are to be paid if he dies before he receives all of his benefits. A
beneficiary designation form will be effective only when the form is filed with
the Company while the participant is still alive and will cancel all beneficiary
designation forms previously filed by the participant with the Company with
respect to this Plan. If a deceased participant has failed to designate a
beneficiary as provided above, or if the designated beneficiary predeceases the
participant, payment of the participant's benefits shall be made to his estate.
If a designated beneficiary dies before complete payment of any benefits
attributable to a participant, remaining benefits shall be paid to the
beneficiary's estate.
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SECTION 5
Financing Plan Benefits
All benefits payable under this Plan shall be paid directly by the
Company out of its general assets. The Company shall not be required to
segregate on its books or otherwise any amount to be used for the payment of
benefits under this Plan.
SECTION 6
Reemployment
If a participant who is entitled to receive benefits under the Plan is
reemployed by the Company before all his benefits have been paid, any benefits
remaining to be paid will be forfeited.
SECTION 7
Miscellaneous
7.1 Information to be Furnished by Participants. Each participant
must furnish to the Company such documents, evidence, data or other information
as the Company considers necessary or desirable for the purpose of administering
the Plan. Benefits under the Plan for each participant are provided on the
condition that the participant furnish full, true and complete data, evidence or
other information, and that the participant promptly sign any document related
to the Plan, requested by the Company.
7.2 Employment Rights. The Plan does not constitute a contract of
employment and participation in the Plan will not give a participant the right
to be rehired or retained in the employ of the Company on a full-time, part-time
or any other basis or to be retrained by the Company, nor will participation in
the Plan give any participant any right or claim to any benefit under the Plan,
unless such right or claim has specifically accrued under the terms of the Plan.
7.3 Company's Decision Final. Any interpretation of the Plan and
any decision on any matter within the discretion of the Company made by the
Company in good faith is binding on all persons.
7.4 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying
thereon considers pertinent and reliable, and signed, made or presented by the
proper party or parties.
7.5 Uniform Rules. In managing the Plan, the Company will apply
uniform rules to all participants similarly situated.
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7.6 Gender and Number. Where the context admits, words in the
masculine gender shall include the feminine and neuter genders, the plural shall
include the singular and the singular shall include the plural.
7.7 Action by Company. Any action required of or permitted by the
Company under the Plan shall be by resolution of its Board of Directors, by
resolution of a duly authorized committee of its Board of Directors, or by a
person or persons authorized by resolution(s) of its Board of Directors or such
committee.
7.8 Controlling Laws. Except to the extent superseded by laws of
the United States, the laws of the state of Alabama shall be controlling in all
matters relating to the Plan.
7.9 Interests Not Transferable. The interests of persons entitled
to benefits under the Plan are not subject to their debts or other obligations
and, except as may be required by the tax withholding provisions of the Internal
Revenue Code or any state's income tax act, or pursuant to an agreement between
a participant and the Company, may not be voluntarily sold, transferred,
alienated, assigned or encumbered.
7.10 Mistake of Fact. Any mistake of fact or misstatement of fact
shall be corrected when it becomes known and proper adjustment made by reason
thereof.
7.11 Severability. In the event any provision of the Plan shall be
held to be illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if such illegal or invalid provisions had never been
contained in the Plan.
7.12 Withholding. The Company will withhold from any amounts
payable under this Plan all federal, state, city and local taxes as shall be
legally required and any applicable insurance premiums, as well as any other
amounts authorized or required by Company policy including, but not limited to,
withholding for garnishments and judgments or other court orders.
7.13 Effect on Other Plans or Agreements. Payments or benefits
provided to a participant under any Company stock, deferred compensation,
savings, retirement or other employee benefit plan (the "Other Plans") are
governed solely by the terms of such Other Plans. Any obligations or duties of a
participant pursuant to any non-competition or other agreement with the Company
shall be governed solely by the terms of such agreement and shall not be
affected by the terms of this Plan.
7.14 Claims and Review Procedures.
(a) Claims Procedure. In the event any person believes he
is being denied any rights or benefits under the
Plan, he shall file a written claim setting forth the
facts underlying his claim. Within ninety (90) days
after receipt of the claim by the administrator (or
within 180 days, if special circumstances require an
extension of time for processing the claim, and, if
written notice of such extension and circumstances is
given to such person within the
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initial 90-day period), the administrator shall
furnish to the claimant written notice of the
decision with respect to the claim. If the claim is
wholly or partially denied, the written notice shall
set forth in a manner reasonably calculated to be
understood by the claimant: (i) the specific reason
or reasons for the denial; (ii) specific reference to
pertinent Plan provisions on which the denial is
based; (iii) a description of additional material or
information, if any, necessary for the claimant to
perfect the claim and an explanation of why such
material or information is necessary; and (iv)
information as to the steps to be taken if the
claimant wishes to submit a request for review. If
such notification is not given within such period,
the claim will be considered denied as of the last
day of such period and such claimant may request a
review of his claim.
(b) Review Procedure. Within sixty (60) days after
receipt by the claimant of written notification of
denial of a claim (or, if applicable, within 60 days
after the date on which such denial is considered to
have occurred) the claimant or his duly authorized
representative may appeal such denial by filing with
the administrator a written application for a review
of the denial of the claim. In connection with such
appeal, the claimant or his duly authorized
representative: (i) may file a written request with
the administrator to review pertinent Plan documents;
(ii) may submit issues and comments in writing; and
(iii) may file a written request for a review hearing
with the administrator. A decision on review shall be
made by the administrator within sixty (60) days
after receipt of a written request unless a hearing
has been requested or other special circumstances
require an extension of time for processing of the
appeal, in which case the administrator's decision on
review shall be rendered no later than one hundred
twenty (120) days after receipt of the request for
review. The administrator's decision on review shall:
(i) be in writing; (ii) include specific reasons for
the decision, written in a manner reasonably
calculated to be understood by the claimant; and
(iii) contain specific references to the pertinent
Plan provisions on which the decision is based. If
the decision on review is not made within such
period, the claim will be considered denied. All
decisions by the administrator with respect to the
Plan shall be final, conclusive and binding.
SECTION 8
Amendment and Termination
8.1 Amendment and Termination. The Company reserves the right, on
a case-by-case basis or on a general basis, to amend the Plan at any time, to
alter, reduce or eliminate any benefit under the Plan (in whole or in part) at
any time, or to terminate the Plan at any time, as to any class or classes of
covered employees, including current employees, former employees (including
retired employees), their spouses, dependents and beneficiaries, all without
notice. Notwithstanding the foregoing, any such amendment or termination of the
Plan shall not reduce
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the amount of benefits payable to any participant who has terminated his
employment before the effective date of such amendment or termination and who is
receiving or entitled to receive benefits under the Plan except as otherwise
provided in subsection 3.3. Any amendment or termination of the Plan by the
Company shall be made in accordance with the procedures set forth in subsection
7.7.
8.2 Notice of Amendment or Termination. Participants will be
notified of an amendment or termination of the Plan within a reasonable time.
IN WITNESS WHEREOF, Russell Corporation has caused this Plan to be
signed by a duly authorized member of the Russell Corporation Employee Benefits
Administrative Committee this 22 day of December, 2000.
RUSSELL CORPORATION
By: /s/
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Title: Senior Vice President
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RUSSELL CORPORATION
SEVERANCE PAY PLAN
FOR GRADES 19 AND ABOVE
SCHEDULE OF BENEFITS
A participant who is involuntarily terminated for reasons other than for proper
cause, will be eligible for a severance payment in accordance with the
following:
(1) If the participant has more than six (6) months, but less than
two (2) years of service, the amount of severance shall be (i)
three (3) months base pay, plus (ii) an additional one month
of base pay for each two months of service in excess of six
(6) months; provided, however, the payment under this
subsection (ii) will terminate on the earlier of the (y) date
of hire at a new employer or (z) the additional number of
months of severance payments;
(2) If a participant has more than two (2) years of service, the
amount of severance shall be (i) six (6) months base pay;
plus (ii) an additional six (6) months base pay; provided,
however, the payment under this subsection (ii) will
terminate on the earlier of the (y) date of hire at a new
employer or (z) six (6) months;
(3) In no event shall a participant be entitled to more than
twelve (12) months severance.
(4) If a participant has less than six (6) months of service, the
amount of severance shall be two months base pay.
A participant may elect COBRA benefits and the rate charged will be the same as
that charged an active employee of the Company during the time period that
severance payments are being made to the participant. Any COBRA benefits will
terminate if the participant becomes covered by another employer's benefits
prior to the expiration of the COBRA period.
Vesting and election periods for stock options will be in accordance with
applicable plan documents.
All payments are contingent upon the participant and the Company executing a
release (in a form approved by the Company).