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Exhibit 10.23
GETRONICS GOVERNMENT SOLUTIONS, L.L.C.
SPECIAL SEVERANCE PLAN
(EFFECTIVE MARCH 1, 2001)
PURPOSE
The purpose of this Getronics Government Solutions, L.L.C. Special
Severance Plan (the "Plan") is to retain qualified employees, maintain a stable
workforce, and provide benefits to certain employees of the Company who lose
their positions involuntarily due to a Change in Control as set forth herein.
The Plan shall be effective January 1, 2001 and shall remain in effect until
amended or terminated as set forth in Section 5.1 below. The Plan is a welfare
plan for certain management or highly compensated employees, as described in
Department of Labor Regulations Section 2520.104-24.
1. DEFINITIONS
1.1 "Active Employee" means an employee of the Company on or before the
Change in Control, as defined below, other than an employee who has
been approved for short-term or long-term disability benefits under the
Company's plans or is on any other type of leave of absence.
1.2 "Beneficial Owner" and "Beneficial Ownership" shall have the meaning
defined in, and shall be determined pursuant to, Rule 13d-3 under the
Securities Exchange Act of 1934, as amended.
1.3 "Cash Payment" means the amount of Pay and Target Bonus that a
Participant is eligible to receive as described in Section 4.1.
1.4 "Cause" means (a) the Participant's gross misconduct or fraud in the
performance of his or her employment; (b) the Participant's conviction
or guilty plea with respect to any felony (except for motor vehicle
violations); or (c) the Participant's material breach of any written
employment agreement between the Company and the Participant, or of any
written code of business conduct, or continued abandonment of his or
her employment with the Company, which remains uncorrected, or which
recurs, after written notice delivered to the Participant of such
breach or abandonment and a reasonable opportunity to correct such
breach or abandonment.
1.5 "Change in Control" means one of the following:
(a) the closing of a merger or consolidation of the Company with
any other entity, other than (1) 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), in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at
least 75% of the combined voting power of the voting
securities of
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the Company or such surviving entity outstanding immediately
after such merger or consolidation, or (2) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person (other
than another Company) acquires more than 20% of the combined
voting power of the Company's then outstanding securities;
(b) any Person (other than another Company or a trustee or other
fiduciary holding securities under an employee benefit plan of
a Company) is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities
acquired directly from the Company) representing 50% or more
of the combined voting power of the Company's then outstanding
securities; or
(c) a sale or transfer of substantially all of the assets of the
Company, or approval of such a sale or transfer by the
shareholders or members of the Company;
provided, however, that a Change in Control does not include (1) the
public issuance of securities on a national securities exchange
pursuant to a registration statement filed with and declared effective
by the Securities and Exchange Commission, or (2) with respect to a
claim for benefits by a Participant, any transaction in which such
Participant becomes a Beneficial Owner. For purposes of this Section
1.5, the term "security" shall include a membership interest in a
limited liability company.
1.6 "Company" or "GGS" means Getronics Government Solutions, L.L.C., a
Delaware limited liability company, and any successor to its business
and/or assets which assumes the Plan by operation of law or otherwise.
Notwithstanding the foregoing, for purposes of Sections 1.5 and 1.14,
the term "Company" means Getronics Government Solutions, L.L.C.,
Getronics NV, a Netherlands company, GetronicsWang Co., L.L.C., a
Delaware limited liability company (collectively "Getronics"), and any
wholly-owned subsidiary of Getronics NV which, directly or indirectly,
is a member of, or holds any interest in a member of, Getronics
Government Solutions, L.L.C., including Americas, BV and Emea, BV, or
any of them.
1.7 "Eligible Employee" means an Active Employee of the Company who meets
the requirements of Section 2.1.
1.8 "Good Reason" means:
(a) Demotion, reduction in title, substantial reduction of
position responsibilities, or substantial change in reporting
responsibilities or reporting level from the Participant's
position, immediately prior to a Change in Control or
Potential Change in Control, or assignment of duties or
responsibilities inconsistent with such position, which
remains uncorrected for five (5) business days after the
Participant provides written notice to the Company of such
event, or which recurs after previous correction;
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(b) Failure by the Company to obtain a satisfactory agreement from
any successor to assume and agree to perform this Plan;
(c) Relocation of the Participant's primary office more than
thirty (30) miles from the Participant's current office
location, without the Participant's written consent; or
(d) Reduction, without the Participant's written consent, in his
or her level of base compensation (including base salary and
fringe benefits) by more than ten percent (10%) or a reduction
by more than ten percent (10%) in his or her Target Bonus.
1.9 "Outplacement Assistance" means those outplacement services of such a
type and delivered through such provider as determined by the Company.
1.10 "Pay" means the Participant's annual base salary rate, determined based
upon his or her annual fixed or base compensation as in effect
immediately prior to termination of employment or, if higher, prior to
the occurrence of a Change in Control or Potential Change in Control,
without reduction for contributions to any qualified or non-qualified
employee benefit plan or fringe benefit plan.
1.11 "Participant" means an Eligible Employee who meets the requirements of
Section 2.3.
1.12 "Person" shall have the meaning defined in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended.
1.13 "Plan Administrator" means the plan administrator of the Plan as set
forth in Section 5.
1.14 "Potential Change in Control" means:
(a) The Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;
(b) The Company publicly announces an intention to take or to
consider taking actions which, if consummated, would
constitute a Change in Control; or
(c) The Board of Directors of a Company (or any members of a
Company which is a limited liability company) adopts a
resolution (or such members take formal action) to the effect
that, for purposes of the Plan, a Potential Change in Control
has occurred.
1.15 "Target Bonus" means the annualized amount of the Participant's target
amount under the Company's short-term incentive plan with respect to
the calendar year in which the Participant's Termination Date occurs.
1.16 "Termination Date" means the date on which a Participant's termination
of employment from the Company becomes effective, as set forth in
Section 3.
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2. ELIGIBILITY AND PARTICIPATION REQUIRMENTS
2.1 ELIGIBILITY FOR PARTICIPATION. To be eligible to participate in the
Plan, an Active Employee must be a full-time, regular employee of the
Company who is either a person who reports directly to the President
and Chief Executive Officer of the Company, or a key employee who is
designated in writing by the President and Chief Executive Officer as
eligible to participate in the Plan.
2.2 ELIGIBILITY FOR BENEFITS. Except as provided below, if a Participant's
employment is terminated by the Company or any successor to the
Company, or the Participant terminates his or her employment due to
Good Reason, without the period beginning ninety (90) days prior to a
Change in Control and ending on the first anniversary of such Change in
Control, the Participant will be entitled to receive the severance
payments and benefits as set forth in Section 4 below; provided,
however, that no severance payments shall be made, or continuing
benefits provided, to a Participant under the Plan if any of the
following apply:
(a) The Participant voluntarily resigns or retires from
employment, other than for Good Reason, prior to the
Termination Date;
(b) The Participant's termination follows his or her failure or
inability to return from an approved leave of absence upon its
conclusion, provided that the Company has requested such
Participant to return under conditions that would not
otherwise permit the Participant to resign for Good Reason;
(c) The Participant is terminated for Cause;
(d) The Participant's employment terminates as a result of death
or disability (as determined for purposes of the Company's
disability income plans); or
(e) The Participant declines to sign and return the Separation
Agreement set forth in Appendix A hereto or revokes such
Separation Agreement within the time provided therein.
2.3 IMPACT ON OTHER AGREEMENTS. Severance payments hereunder shall be
reduced by any severance or other termination payments provided under
any other agreement between the Participant and the Company.
3. NOTICE AND TERMINATION DATE
3.1 NOTICE. The Company shall give each Participant advance written notice
of his or her involuntary termination of employment from the Company,
which notice shall indicate a Termination Date not later than sixty
(60) days after such notice is provided. A Participant terminating
employment for Good Reason shall provide the Company with advance
written notice specifying the Good Reason for termination and a
Termination Date which is not less than fourteen (14) days nor more
than twenty-one (21) days after
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the date of the notice. Any payment for a period of notice in advance
of a Participant's actual Termination Date shall not be included as
payment of all or a part of the amount calculated as the Cash Payment
described in Section 4.1, and such notice period shall not be included
in the period over which Outplacement Assistance is made available.
3.2 TERMINATION DATE. The Participant's Termination Date shall be the date
specified in the notice of termination designated in the notice
provided by the Company. A Participant who is not an Active Employee on
the date notice is scheduled to be given to him or her, as described
above, or on the Termination Date, shall be involuntarily terminated on
the originally scheduled Termination Date contained in the notice.
4. SEVERANCE PAYMENTS
4.1 CASH PAYMENT. If a Participant's employment with the Company terminates
under conditions entitling him or her to a benefit under the Plan, he
or she shall be eligible to receive a severance payment in cash in an
amount equal to eighteen (18) months of Pay plus Target Bonus.
4.2 METHOD OF PAYMENT. The Cash Payment shall be divided and paid in equal
monthly installments beginning with the last business day of the month
in which the Termination Date occurs, or, if later, the last day of the
month which is at least seven (7) days after the Participant returns a
properly executed Release Agreement (and does not revoke such
Agreement) and ending with the date on which the eighteenth (18th)
payment is made to the Participant. The Participant shall have no duty
to mitigate the Company's obligation with respect to the severance
payments or benefits set forth herein by seeking other employment
following termination of his or her employment.
4.3 OUTPLACEMENT ASSISTANCE. Each Participant shall be eligible to receive
Outplacement Assistance for a period determined by the Company.
4.4 BENEFITS COVERAGE. Coverage under all employee benefit plans and
programs of the Company shall cease as of the Participant's Termination
Date unless, by its terms, a plan provides for a later date.
Notwithstanding the foregoing, the Company will reduce the cost of
coverage a Participate is required to pay under its health, dental,
and/or vision care benefit plans for continuing such coverage as
elected by him or her pursuant to COBRA to the then current cost of
such benefits to active employees during the period from the
Participant's Termination Date to the last date to which severance
payments are attributable under Section 4.2 or, if earlier, the
Participant's COBRA coverage terminates.
4.5 EFFECT OF REHIRE ON SEVERANCE PAY. If a Participant is rehired by the
Company, he or she shall not be entitled to receive the remaining
portion of the Cash Payment that had not yet been paid.
4.6 DEATH OF THE PARTICIPANT. If a Participant dies prior to receiving the
entire Cash Payment, the remaining portion shall be paid directly to
the Participant's surviving spouse or
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qualified domestic partner (as that term is defined in the Company's
health care benefits plans), or if none, then to his or her estate.
5. GENERAL PLAN INFORMATION
5.1 AMENDMENT OR TERMINATION. The Plan may be amended or terminated at any
time by the Board of Directors of GGS; provided, however, that no
amendment or termination of the Plan shall be effective with respect to
a Participant after the occurrence of a Change in Control or Potential
Change in Control, or after the Participant's termination of employment
entitling him or her to benefits hereunder, without the Participant's
written consent. Notwithstanding the foregoing, if a Change in Control
occurs within the twelve (12) month period beginning on the later of
(a) the effective date of any amendment or termination of the Plan
hereunder or (b) the date of adoption of the resolution approving such
amendment or termination, or a Potential Change in Control occurs
within such twelve (12) month period and a Change in Control occurs
within six (6) months after such Potential Change in Control, and a
Participant (determined immediately prior to such amendment or
termination of the Plan) incurs a termination of employment that would
otherwise qualify for benefits under Section 2.2 had no amendment or
termination of the Plan occurred, then such Participant shall be
entitled to the payments and benefits set forth in Article 4 of the
Plan, without regard to any amendment or termination of the Plan,
unless the Participant, in his or her sole discretion, elects in
writing to be covered by the Plan as amended.
5.2 PLAN ADMINISTRATOR. The Plan Administrator and agent for service of
legal process is:
Getronics Government Solutions, L.L.C.
7900 Westpark Drive
McLean, VA 22102
703-827-3475
It shall be the principal duty of the Plan Administrator to see that
the Plan is carried out in accordance with its terms. The Company
agrees to indemnify and to defend to the fullest extent permitted by
law any employee serving as the Plan Administrator (whether of the
Company or an affiliated company) or as a member of a committee
designated as Plan Administrator against all liabilities, damages,
costs, and expenses (including attorney's fees and amounts paid in
settlement of any claims approved by the Company) occasioned by any act
or omission to act in connection with the Plan, if such act or omission
is in good faith.
The Plan Administrator shall have the right, in its discretion, to
recoup any payment made or benefit provided hereunder that was made or
provided by mistake, including payments made and benefits provided to
an individual who is or is later determined to have been ineligible
under Section 2.
5.3 NO CONTRACT OF EMPLOYMENT. The Plan shall not be construed as creating
any contract of employment between the Company and any Eligible
Employee.
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5.4 GOVERNING LAW. The Plan shall be construed, administered and enforced
according to the laws of the United States and, to the extent permitted
by such laws, the laws of the Commonwealth of Virginia.
5.5 CLAIMS. A Participant who believes that he or she is eligible for
benefits under the Plan may submit a written request for benefit to the
Plan Administrator. If the claim is denied, the Plan Administrator
shall provide the Participant with a written explanation of the denial
within thirty (30) days after the claim is filed. No appeal of a claim
denial is required.
5.6 FUNDING. The Plan is unfunded. Benefits shall be paid from the general
assets of the Company.
5.7 ASSIGNMENT AND SUCCESSORS. This Plan will be binding upon and inure to
the benefit of the Company and any successor to the Company, including
without limitation any persons acquiring directly or indirectly all or
substantially all of the business or assets of the Company whether by
purchase, merger, consolidation, reorganization or otherwise (and such
successor will thereafter be deemed the "Company" for the purposes of
this Plan), but will not otherwise be assignable or delegable by the
Company. The Company will require any such successor expressly to
assume and agree to perform this Plan in the same manner and to the
same extent the Company would be required to perform if no such
succession had taken place. This Plan will inure to the benefit of and
be enforceable by, if then applicable, Participant's personal or legal
representatives, executors, administrators, successors, heirs,
distributes and legatees, but shall not otherwise be assignable the
Participant, whether by pledge, creation of a security interest or
otherwise.
5.8 WITHHOLDING. Any payments provided for hereunder shall be paid net of
any applicable withholding required under federal, state or local law
and any additional withholding to which the Participant has agreed.
5.9 NOTICES. All notices and other communications required or permitted to
be given under this Plan shall be in writing and shall be considered
effective upon personal service or upon depositing such notice in the
U.S. Mail, postage prepaid, return receipt requested and addressed to
the President and Chief Executive Officer of the Company at its
principal corporate address, and to Participant at his most recent
address shown on the Company's corporate records, or at any other
address which he may specify in any appropriate notice to the Company.
GETRONICS GOVERNMENT
SOLUTIONS, L.L.C.
By:____________________________
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