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Document Preview Change of Control Severance Plan |
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Title: |
Change of Control Severance Plan |
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Entities: |
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Date: |
2007 |
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Size: |
50KB total |
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Price: |
$44 |
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ID: |
#2888499 |
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TABLE OF CONTENTS
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SECTION 1 |
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DEFINITIONS |
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1 |
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SECTION 2 |
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PARTICIPATION |
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6 |
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SECTION 3 |
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ELIGIBILITY FOR BENEFITS |
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7 |
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SECTION 4 |
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SEVERANCE BENEFITS AFTER A CHANGE OF CONTROL |
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8 |
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SECTION 5 |
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TAX ADJUSTMENTS |
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10 |
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SECTION 6 |
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OTHER SEVERANCE BENEFITS UNDER OTHER PROGRAMS OR UNDER LAW |
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14 |
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SECTION 7 |
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ADMINISTRATION |
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15 |
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SECTION 8 |
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MISCELLANEOUS |
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18 |
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SECTION 9 |
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AMENDMENT OR TERMINATION OF THE PLAN |
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22 |
GEORGIA GULF CORPORATION
EXECUTIVE AND KEY EMPLOYEE
CHANGE OF CONTROL SEVERANCE PLAN
Effective as of May 15, 2007
Section 1
Definitions
Capitalized terms used in the Plan and not elsewhere defined herein shall have the meanings set forth in this Section:
1.1 Agreement shall mean a separation agreement and general release in such form as the Employer, in its sole discretion, determines.
1.2 Base Salary shall mean the Participants rate of base pay on his Termination Date, as reflected on the Employers payroll records, and not including bonuses, overtime pay, compensatory time-off, commissions, incentive or deferred compensation, employer contributions towards employee benefits, or any other additional compensation. For purposes of this Plan, a Participants base pay or salary shall include any salary reduction contributions made on his or her behalf to any plan of the Company or the Employer under Section 125, 132(f) or 401(k) of the Code. Notwithstanding the foregoing, following a Change of Control, Base Salary under this Plan shall not be less than the highest rate of Base Salary during the 90-day period preceding the Change of Control.
1.3 Board shall mean the Board of Directors of Georgia Gulf Corporation, or such person or group of persons (including without limitation a Committee of such Board of Directors) to whom such Board of Directors delegates responsibilities under this Plan.
1.4 Business Combination means a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company.
1.5 Cause shall mean any of the following:
(a) Any activity as an employee, principal, agent, or consultant for another entity that competes, directly or indirectly, with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Participant has had any direct or indirect responsibility during the last five years of his or her employment with the Company or any Subsidiary in any territory in which the Company or any Subsidiary manufactures, sells, markets, services, or installs such product, service, system, or business activity.
(b) The solicitation of any employee of the Company or any Subsidiary to terminate his or her employment with the Company or such Subsidiary.
(c) The disclosure to any person not employed by or serving as a director of the Company or a Subsidiary, or the use in other than the Companys or a Subsidiarys business, in each case without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and/or its Subsidiaries, acquired by the Participant either during employment with the Company or any Subsidiary or while acting as a consultant for the Company or any Subsidiary.
(d) The failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company or any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate, whether in the United States or in other countries.
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