Exhibit 10.55
EAGLE-PICHER INDUSTRIES, INC. OFFICERS' SEVERANCE PLAN
(MARCH 27, 2002/MARCH 31, 2003 RESTATEMENT)
WHEREAS, the Eagle-Picher Industries, Inc. Officer's Severance Plan
(the "Plan") was established for certain eligible employees of Eagle-Picher
Industries, Inc. (the "Company") and its affiliates effective as May 13, 1991;
and
WHEREAS, the Company, through an employee letter issued by its
Chairman, Andries Ruijssenaars, on February 4, 2000, imposed a one-year advance
participant notice requirement upon the Amendment of the Plan; and
WHEREAS, the Company desires to provide certain covered employees with
additional benefits and to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended and restated as hereinafter
set forth, effective as of March 31, 2003, but effective as of March 27, 2002,
with respect to covered employees who execute a waiver of the one-year advance
participant notice requirement and individuals who become Eligible Employees on
or after said date.
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. Whenever used in the Plan, the following terms shall mean:
(a) The term "ADMINISTRATOR" shall mean the Company's Senior Vice
President - Human Resources, or his designee. The
Administrator shall be a named fiduciary under the Plan.
(b) The term "BASE PAY" shall mean the participant's base annual
pay rate at the date of his termination of employment.
(c) The term "CINCINNATI OFFICE CLOSING" shall mean the closing of
the Cincinnati, Ohio Headquarters Office on or after March 27,
2002.
(d) The term "COMPANY" shall mean Eagle-Picher Industries, Inc.,
or any successor thereto.
(e) The term "ELIGIBLE EMPLOYEES" shall mean Officers of the
Company.
(f) The term "OFFICERS" shall mean elected officers of the Company
(g) The term "PARTICIPANT" shall mean an Eligible Employee who
participates in the Plan pursuant to the provisions of Article
II.
(h) The term "SERVICE" shall mean Vesting Service as defined in
the Eagle-Picher Retirement Income Plan for Salaried
Employees.
(i) The term "WEEK'S PAY" shall mean a Participant's Base Pay
divided by 52.
1.2 GENDER REFERENCE. Any words in this Plan document (or amendments to it)
which are used in one gender shall be read and construed to mean or
include the other gender wherever they would so apply.
ARTICLE II
PARTICIPATION
2.1 ELIGIBILITY. Each Eligible Employee who is not already a Participant in
the Plan shall become a Participant in the Plan upon completion of
three months of Service. The Chief Executive Officer of the Company
may, in his discretion, waive such service requirement by providing a
written notice of such waiver to the affected Eligible Employee and the
Administrator.
2.2 RELEASE. Notwithstanding any other provision of the Plan to the
contrary, all Plan benefits, including the Base Severance Benefit, the
Supplemental Severance Benefit, and the Group Medical and Insurance
Benefits set forth in Article III, otherwise payable to an eligible
Participant, shall be conditioned upon the execution by such
Participant of a full and complete release in a form approved by, or
acceptable to, the Company. A form of such an approved release is
attached as Exhibit A. Exhibit A may be amended by the Company from
time to time.
ARTICLE III
BENEFITS
3.1 SEVERANCE BENEFIT. Subject to the provisions of Section 2.2,
Participants who are terminated by the Company or an Affiliate for
reasons other than for cause shall receive a Base Severance Benefit, a
Supplemental Severance Benefit and Group Medical and Insurance Benefits
as described herein.
3.2 BASE SEVERANCE BENEFIT. The Base Severance Benefit shall provide one
Week's Pay for each completed year of Service and, for any partial year
of Service, one-twelfth Week's Pay for each completed month of Service.
Payments shall be reduced dollar for dollar by compensation earned for
services rendered by a Participant for a subsequent employer during the
period Base Severance Benefits are being paid. The minimum Base
Severance Benefit shall be two Week's Pay. Notwithstanding the
foregoing, in the event that a Participant is terminated due to the
Cincinnati Office Closing AND such Participant executes the Waiver and
Release attached hereto as Exhibit B, the Base Severance Benefit of
such participant shall be equal to 110 percent of one Week's Pay for
each completed year of Service plus 110 percent of one-twelfth Week's
Pay for each completed month of
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Service. There shall be no reduction of such amount for compensation
earned for services rendered by a participant for a subsequent
employer.
3.3 SUPPLEMENTAL SEVERANCE BENEFIT. The Supplemental Severance Benefit will
provide one year's Base Pay. The Supplemental Severance Benefit shall
be paid in a lump sum on termination of employment. Notwithstanding the
foregoing, in the event that a Participant is terminated due to the
Cincinnati Office Closing AND such Participant executes the Waiver and
Release attached hereto as Exhibit B, the Supplemental Severance
Benefit of such Participant shall equal 110 percent of the one year's
Base Pay.
3.4 GROUP MEDICAL AND LIFE INSURANCE BENEFITS. The Group Medical and Life
Insurance Benefits shall provide continued participation in the medical
indemnity benefits, self-funded medical benefits, health maintenance
organizations, and group term life insurance benefits (including the
additional group term life insurance available at employee cost) as if
the Participant were an active employee of the Company or an Affiliate.
These benefits shall continue for one week for each year of Service
unless similar coverage is obtained from a subsequent employer. Any
period for which medical benefits are provided hereunder shall reduce
the period for which COBRA benefits are available. These benefits shall
continue under the Participant's election in force when his severance
occurs, subject to any new election that would be available to him as
an active employee. If the HMO or medical indemnity provider refuses to
continue coverage for the Participant, the Participant shall receive
coverage under the self-funded medical benefit program available to
employees at his location.
3.5 VACATION PAY. Any existing practices of the Company or Affiliates with
respect to payment for unused vacation time at termination of
employment shall not be affected by the Plan.
3.6 DEATH OF PARTICIPANT. No benefits shall be payable upon the death of a
Participant except for any payment which may have been due prior to his
date of death.
3.7 REPAYMENT OF BENEFITS. In the event that a Plan participant revokes a
release upon which Plan benefits are conditioned as set forth in
Articles 3 and 4, such participant shall repay to the Company
immediately any Plan benefits that he received under the Plan and he
shall no longer be eligible for any Plan benefits.
ARTICLE IV
ADMINISTRATION
4.1 POWERS AND DUTIES. The Administrator shall have the power and the duty
to take all action, and to make all decisions necessary or proper to
carry out the Plan, including, without limitation, the following:
(a) To interpret the Plan, which interpretations shall be final
and conclusive;
(b) To compute the benefit to be paid to any person under the
Plan;
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(c) To provide procedures for withholding of any income or
employment taxes from benefits payable hereunder.
4.2 CLAIMS PROCEDURE.
(a) CLAIM, DENIAL AND NOTICE: Any Participant who disagrees with
the Administrator's determination of his right to benefits or
the amount of the benefits shall file a written claim for the
benefits he believes he is entitled to. If the Administrator
denies the claim, in whole or in part, he shall furnish the
Participant with written notice of the denial of his claim
within sixty (60) days of receipt of the claim. Such notice
shall be written in a manner calculated to be understood by
the Participant and shall contain the specific reasons for
such denial, specific references to pertinent Plan provisions
on which the denial is based, a description of additional
material or information which is needed to complete the claim
and why such is necessary, and an explanation of the Plan's
appeal procedure.
(b) APPEAL: Within sixty (60) days after the receipt of a notice
that his claim was denied, a Participant may appeal the denial
of his claim to the Administrator in writing stating the
reason for his appeal and submitting any issues or comments
for the Administrator's review.
(c) DECISION ON APPEAL: Within sixty (60) days of receipt of an
appeal, the Administrator shall mail to a Participant a
written notice of his decision setting forth, in a manner
calculated to be understood by the Participant, the specific
reasons for his decision and the specific references to the
pertinent Plan provisions on which his decision was based.
4.3 INDEMNITY FOR LIABILITY. The Company shall indemnify the Administrator
against any and all claims, losses, damages, expenses, including
counsel fees, incurred by the Administrator and any liability,
including any amounts paid in settlement with the Company's approval,
arising from the Administrator's action or failure to act, except when
the same is judicially determined to be attributable to the gross
negligence or willful misconduct of the Administrator.
ARTICLE V
MISCELLANEOUS
5.1 PLAN YEAR. The plan year shall be the calendar year.
5.2 COMPANY ADMINISTRATION. The Plan shall be administered by the Company.
5.3 AUTHORITY OF THE COMPANY. The Company shall have the absolute authority
and discretion to construe the terms of the Plan, including the
authority to determine the amount and eligibility for benefits. Any
action which is authorized, permitted or required under the terms of
the Plan shall be final and binding upon all interested
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persons. A decision of the Company shall be reversed only if it is
demonstrated by clear and convincing evidence to be arbitrary and
capricious.
5.4 RIGHT TO AMEND AND TERMINATE. The Company expressly reserves the right,
at any time and from time to time, without the consent of Participants:
(i) to terminate the Plan, (ii) to terminate the participation of any
Participant in the Plan, (iii) to amend the Plan in any respect; or
(iv) to provide benefits otherwise payable under the Plan, in whole or
in part, under any other plan or program, qualified or non-qualified,
maintained by the Company, an Affiliate, or a successor thereto.
5.5 PAYMENT OF CERTAIN BENEFITS DESPITE PLAN AMENDMENT OR TERMINATION. If a
Participant's Plan benefit is in pay status prior to a Plan amendment
or Plan termination date, such Participant shall be entitled to receive
such payments as are necessary to provide him with his Plan benefit in
full, notwithstanding the amendment or termination of the Plan;
provided, however, that such payments may be made, in whole or in part,
under any other plan or program, qualified or non-qualified, maintained
by the Company, an Affiliate, or a successor thereto.
5.6 NO COMMITMENT AS TO EMPLOYMENT. Neither the adoption nor the
maintenance of the Plan shall be deemed to constitute a contract
between the Company and any employee. Nothing in the Plan shall affect
the right of the Company or an Affiliate to discharge or otherwise
discipline employees. The Plan does not create in any employee a right
to employment or continued employment with the Company or an Affiliate.
5.7 NON-ALIENATION. No provision of the Plan shall be construed as giving
any rights under the Plan to any third party, and no rights or benefits
hereunder shall be subject to the debts or liabilities of any
Participant or person or entity claiming through a Participant. No
Participant or person or entity claiming through a Participant may
alienate, transfer, assign, or pledge any right or benefit under the
Plan.
5.8 GOVERNING LAW. Except as otherwise provided, the provisions of the Plan
shall be construed and enforced in accordance with the laws of the
State of Ohio.
EXECUTED this _____ day of __________________________, 2002.
EAGLE-PICHER INDUSTRIES, INC.
By:
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