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EXHIBIT 10.22
HASKEL INTERNATIONAL, INC.
EXECUTIVE SEPARATION PAY PLAN
1. Introduction. Haskel International, Inc. hereby establishes this
Executive Separation Pay Plan, effective March 1, 1996. The purpose of the
Plan is to establish a uniform basis for providing separation allowances to
certain eligible executive employees whose positions are eliminated or who are
terminated for reasons other than for cause. This document constitutes both
the written instrument under which the Plan is maintained and the summary plan
description for the Plan. Beginning as of the effective date of this Plan,
separation allowances for all employees who are Covered Employees under this
Plan shall be provided only under this Plan and Covered Employees under this
Plan shall not be eligible for any other separation allowances.
2. Definitions.
2.1 "Company" means Haskel International, Inc. and any subsidiary
or affiliate of the Company which adopts the Plan with the approval of the
Board of Directors of the Company.
2.2 "Covered Employee" means any executive employee so designated
in writing by the Compensation Committee pursuant to Section 3.1, who has not
subsequently been designated as ineligible.
2.3 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
2.4 "Compensation Committee" means the Compensation Committee
established by the Board of Directors.
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2.5 "Plan" means this Executive Separation Pay Plan, as set forth
in this instrument and as hereafter amended.
3. Eligibility.
3.1 Designation of Covered Employees. The Board of Directors or
the Compensation Committee, from time to time, in its absolute discretion,
shall designate in writing which executive employees of the Company shall be
Covered Employees eligible for a separation allowance under this Plan. The
Board of Directors, upon a recommendation from the Compensation Committee,
shall designate which Corporate Officers shall be Covered Employees. The
Compensation Committee shall designate all other Covered Employees.
3.2 General Eligibility Rules. An executive employee is eligible
for a separation allowance under this Plan only if he or she is a Covered
Employee on the date his or her employment with the Company terminates.
3.3 Exclusions. A Covered Employee is not eligible for a
separation allowance if he or she:
(a) Voluntarily resigns, even after receiving advance notice of
his or her involuntary termination;
(b) Is terminated after declining to accept a transfer, with no
reduction in his or her current base salary or wage rate, to a
comparable position with the Company or any affiliate in the
same metropolitan area or geographic location; or
(c) Is involuntarily terminated or resigns because he or she
violated any policy, procedure or other rule of the Company;
failed to perform his/her assigned duties; engaged in
dishonest or wrongful conduct; committed any crime; or was
otherwise discharged for cause.
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No separation allowance is payable under this Plan to the estate or other
survivor of an Covered Employee who dies before his or her employment with the
Company terminates. No separation allowance is payable under this Plan to a
Covered Employee (1) by reason of his or her transfer to a position with any
affiliate, or (2) by reason of the sale or other disposition of the Company,
any affiliate or any assets of either, if the Covered Employee is offered a
position with the successor employer, whether or not such offer is accepted.
All determinations as to the application of exclusions under 3.3 shall be made
solely in the reasonable discretion of the Compensation Committee.
4. Amount. A Covered Employee who is eligible to receive a separation
allowance under Section 3 will receive at the discretion of the Company either
a lump-sum or an agreement to receive salary continuation payments at the time
of termination. The amount of the separation allowance will be a specified
number of MONTHS of the Covered Employee's base salary as of the date his or
her employment terminates. The Board of Directors on the recommendation of the
Compensation Committee in its absolute discretion, will make this designation
in writing at any time prior to the Covered Employee's termination of
employment.
5. Special Rules.
5.1 Salary Continuation Payments. Instead of making a lump-sum
payment, the Company (in its discretion) may pay the separation allowance in
the form of regular payroll salary continuation payments.
5.2 Withholding. The Company SHALL withhold from any separation
allowance all required federal, state, local and other taxes and any other
payroll deductions required, including amounts necessary to satisfy any debt
the
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employee owes to the Company or any affiliate by reason of advance on wages or
vacation pay.
5.3 Death. In the event of a Covered Employee's death after
termination of employment, separation allowance payments under Section 5.1 will
cease as of the date of death, and the remainder of the separation pay will be
made in a lump sum payment to the Covered Employee's estate.
5.4 Other Benefit Plans. If the COMPANY ELECTS TO GIVE salary
continuation payments, all coverage under the Company's life insurance, medical
and dental plans will continue for the time specified. Accrued and unpaid
vacation pay balances will be paid as of the Covered Employee's termination
date.
6. Administration. The Plan is administered and interpreted by the
Compensation Committee. The Compensation Committee has the authority and
responsibility to act for the Company as to all matters pertaining to the Plan,
provided that any action which could significantly increase the cost of the
Plan is subject to the prior approval of the Board of Directors. The Board of
Directors may delegate and reallocate any authority and responsibility with
respect to the Plan. All decisions of the Compensation Committee or the Board
of Directors, taken in respect of the Plan and within the powers granted to
them under the Plan, and any interpretation by any of them of any term and
condition of the Plan shall be conclusive and binding on all Covered Employees,
and shall be given the maximum deference allowed by law.
7. Amendment or Termination. The Board of Directors reserves the right,
in his or her absolute and unlimited discretion, to amend, alter, revoke,
rescind or terminate this Plan by a written instrument at any time, without
advance notice
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to any Covered Employee. No exception to Section 3 or Section 4 of this Plan
is valid unless approved in writing by the Board of Directors.
8. Claims Procedure. Any Covered Employee who believes he or she is
entitled to any payment under this Plan may submit a claim in writing to the
appropriate person, i.e., the Compensation Committee or the President of their
respective Operating Group. If the claim is denied (either in full or in
part), the employee will receive a written notice explaining the specific
reasons for the denial and referring to the provisions of this Plan on which
the denial is based. The notice will describe any additional information
needed to support the claim. The denial notice will be provided within 90 days
after the claim is received. If special circumstances require an extension of
time (up to 90 days), written notice of the extension will be given within the
initial 90-day period.
9. Appeal Procedure. If a Covered Employee's claim is denied, the
Covered Employee (or his or her authorized representative) may apply in writing
to the Compensation Committee for a review of the decision denying the claim.
The Covered Employee (or representative) then has the right to review pertinent
documents and to submit issues and comments in writing. The Compensation
Committee will provide written notice of its decision on review within 60 days
after it receives a review request. If additional time (up to 60 days) is
needed to review the request, the Covered Employee will be given written notice
of the reason for the delay.
10. Source of Payments. All separation allowances will be paid in cash
from the general funds of the Company, no separate fund will be established
under this Plan, and this Plan has no assets. Any right of any person to any
payment under this Plan shall be no greater than the right of any other
unsecured creditor of the Company.
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11. Inalienability. In no event may any current or former Covered
Employee sell, transfer, anticipate, assign, hypothecate, or otherwise dispose
of any right or interest under this Plan; and at no time will any such right or
interest be subject to the claims of creditors nor liable to attachment,
execution or other legal process.
12. Applicable Law. The provisions of this Plan will be construed,
administered and enforced in accordance with ERISA and, to the extent
applicable, the laws of the State of California.
13. Severability. If any provision of the Plan is held invalid or
unenforceable, its invalidity or unenforceability will not affect any other
provision of the Plan, and the Plan will be construed and enforced as if such
provision had not been included.
Additional Information
Employer/Sponsor: Haskel International, Inc.
100 E. Graham Place
Burbank, CA 91502
818-843-4000
Identification No's.: EIN: 95-4107640
Plan Type: Employee welfare
benefit plan --
separation pay plan.
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