Classmates.com 2009 Annual Report Download - page 164

7. In situations other than an Involuntary Termination during the Transaction Protection Period, you are dismissed prior to the
effective date of your Layoff Termination for a reason other than your Layoff Termination (including, but not limited to, any reason such as
unsatisfactory performance, violation of applicable company policy or procedures, insubordination, misconduct, or the unauthorized use or
disclosure of confidential information or trade secrets of the Company or any parent or subsidiary of the Company), whether or not you
already received notice of your Layoff Termination that would otherwise qualify you for severance benefits under this Plan.
8. In situations other than an Involuntary Termination during the Transaction Protection Period, you are offered comparable
employment by a company or entity that acquires, merges with, acquires some or all of the assets of, or otherwise carries on the business of
the Company or other Employer relating to your employment. For purposes of this provision “comparable employment” means
employment within 50 miles of your prior employment site and at least 100% of your prior base pay.
9. Your termination results from long-term or permanent disability that renders you unable to perform your essential job
functions even with accommodation or your death.
10.
You are covered by any other written severance or separation pay plan or arrangement with the Company, or any subsidiary of
the Company, or by an employment or other agreement with the Company or any subsidiary of the Company that provides for severance or
separation pay/benefits in a lump sum or in installment payments following termination of your employment.
11. The Plan Administrator determines, in its sole discretion, that your receipt of severance benefits would not under the
circumstances further the purposes of the Plan or would otherwise be inappropriate and not in the best interests of the Company, provided,
however, that this provision shall not apply during the Transaction Protection Period.
IV. HOW THE PLAN WORKS
A. Payment Date of Severance Benefits
If you satisfy all the eligibility criteria of Section III and are eligible for benefits under the Plan, you will receive your separation benefits (the “
Severance Payment Benefit
”), in the amount determined pursuant to Section IV.B. below, in a lump sum payment on the first regularly
scheduled pay day within the sixty (60) day period following the date of your Separation from Service due to your Layoff Termination or
Involuntary Termination that is coincident with or next following the first date on which your Required Release first becomes effective
following the expiration of all applicable revocation periods and you have otherwise complied with all the other terms and conditions of
Section III.A., or as soon as practical thereafter, but in no event shall such lump sum payment be made later than the last business day of such
sixty (60)-day period on which your Required Release is so effective.
B. Severance Benefits Guidelines
The Severance Payment Benefit for which you are eligible under the Plan depends on your position, your base pay, your length of service, the
type of termination, and whether you are entitled to receive prior notice of your termination under the terms of the Worker Adjustment and
Retraining Notification Act (“ WARN Act ”). No Severance Payment Benefit will be paid to you if you fail to comply with or meet the
eligibility conditions stated above, including (without limitation) the execution and effectiveness of the Required Release on or before applicable
date
7
specified in Section III.A.9. above, but in no event after the expiration of the sixty (60)-day period measured from the date of your Separation
from Service.
The actual Severance Payment Benefit for which you are eligible generally will be determined in accordance with the guidelines set forth below.
1. Severance Payment Benefit Guideline for Employees Not Entitled to WARN Act Notice: If you are not entitled to
advance notice of your termination pursuant to the provisions of the WARN Act, this section will serve as your Severance Payment Benefit
guideline.
(a) For employees other than Presidents, Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, the
Severance Payment Benefit shall depend on whether you are terminated during the Transaction Protection Period as follows:
(i) For a termination that does not occur during the Transaction Protection Period, the Severance Payment Benefit for
employees who are not entitled to prior notice of layoff under the WARN Act is one week’s base pay for each full $20,000 of annual base pay,
and an additional one week’s base pay for each full six (6) month period of employment completed prior to termination, up to a maximum of an
additional five (5) weeks of base pay. For example, an employee with a $40,000 per year base salary who has been employed continuously for
four years would be eligible for a severance benefit equal to seven (7) weeks of base pay.
(ii) For a termination that occurs during the Transaction Protection Period, the severance benefit for employees who are
not entitled to prior notice of layoff under the WARN Act is one week’s base pay for each full $10,000 of annual base pay which the employee
was receiving prior to the Transaction (or, if greater, the base pay such employee was receiving before the termination) and an additional one
week
’
s base pay for each full six (6) month period of employment completed prior to termination, up to an additional five (5) weeks of base