COMS » Topics » Voluntary Termination for Good Reason

These excerpts taken from the COMS 8-K filed Apr 4, 2006.
Voluntary Termination for Good Reason” shall mean the Executive’s voluntarily resignation after the occurrence of any of the following events without the Executive’s consent: (i) a material reduction of the Executive’s material duties or title, relative to the Executive’s material duties or title as in effect immediately prior to such reduction; (ii) a material reduction by the Company in the base salary of the Executive as in effect immediately prior to such reduction, other than a reduction generally applicable to other Executives; or (iii) the permanent relocation of the Executive to a work location more than fifty (50) miles from the Executive’s then present work location; provided, however, that no grounds for Voluntary Termination for Good Reason shall exist hereunder unless the Executive provides 3Com with thirty (30) days’ advance written notice of his/her resignation, specifying the purported grounds for the Voluntary Termination for Good Reason, and provides the Company with the opportunity to cure the above-referenced event(s) on which the resignation based.

 

VI.

FORM OF PAYMENT

 

The severance amount provided for in Section IV(A)(1) above shall be paid through the Company’s regular, bi-weekly payroll practices and shall continue for twelve (12) months (twenty-four (24) Company payroll periods) following the effective date of the Executive’s Release Agreement, provided that the Executive continues to comply with all terms and conditions of the Release Agreement during the twelve (12) month period.

 

VII.

MITIGATION

 

Any severance benefits which the Executive is entitled to receive under the Executive Team Plan shall be reduced by any corresponding severance benefits the Executive is entitled to receive pursuant to any contract or agreement (written or verbal) between the Executive and the Company.

 

VIII.

INTERNAL REVENUE CODE SECTION 409A

 

Notwithstanding any other provisions of this Summary Plan Description, if the Company reasonably determines in its discretion that Section 409A of the Internal Revenue Code, as amended, will result in the imposition of additional taxes or penalties based on the payment of the benefits provided under Section IV(A) above to an Executive within the first six (6) months following the Termination Date, the Company will modify the payment schedule to provide that the payments will begin on the first regularly scheduled payroll date following the expiration of six (6) months and one (1) day after the Termination Date. If the payment schedule is modified pursuant to this Section VII, the Executive will receive the one (1) year of annualized salary paid through the Company’s regular payroll practices over the twelve (12) payroll periods immediately following the expiration of six (6) months and one (1) day after the Termination Date.


 

 

IX.

FUNDING

 

Benefits provided pursuant to the Executive Team Plan shall be paid solely out of 3Com’s general assets. 3Com shall not be required to fund or otherwise provide for the payment of benefits provided hereunder in any other manner.

 

X.

CLAIMS AND REVIEW PROCEDURES

 

If an Executive believes that he/she is entitled to a benefit under the Executive Team Plan, or a benefit in an amount greater than he/she has received, the Executive may file a claim by writing to the Executive Team Plan Administrator. The Executive Team Plan Administrator is the named fiduciary that has the discretionary power and authority to act with respect to any appeal from a denial of a claim for benefits under the Executive Team Plan by performing a full and fair review of the denial, and such actions shall be final and binding on all persons. Benefits under the Executive Team Plan shall be payable only if the Executive Team Plan Administrator determines, in its sole discretion, that an eligible Executive is entitled to them. Any claim must be filed no later than forty-five (45) days after the Executive’s Termination Date.

 

A.         

Voluntary Termination for Good Reason” shall mean the Officer’s voluntarily resignation after the occurrence of any of the following events without the Officer’s consent: (i) a material reduction of the Officer’s material duties or title, relative to the Officer’s material duties or title as in effect immediately prior to such reduction; (ii) a material reduction by the Company in the base salary of the Officer as in effect immediately prior to such reduction, other than a reduction generally applicable to other Officers; or (iii) the permanent relocation of the Officer to a work location more than fifty (50) miles from the Officer’s then present work location; provided, however, that no grounds for Voluntary Termination for Good Reason shall exist hereunder unless the Officer provides 3Com with thirty (30) days’ advance written notice of his/her resignation, specifying the purported grounds for the Voluntary Termination for Good Reason, and provides the Company with the opportunity to cure the above-referenced event(s) on which the resignation based.

 

VI.

FORM OF PAYMENT

 

The severance amount provided for in Section IV(A)(1) above shall be paid through the Company’s regular, bi-weekly payroll practices and shall continue for twelve (12) months (twenty-four (24) Company payroll periods) following the effective date of the Officer’s Release Agreement, provided that the Officer continues to comply with all terms and conditions of the Release Agreement during the twelve (12) month period.

 

VII.

MITIGATION

 

Any severance benefits which the Officer is entitled to receive under the Section 16 Plan shall be reduced by any corresponding severance benefits the Officer is entitled to receive pursuant to any contract or agreement (written or verbal) between the Officer and the Company.

 

VIII.

INTERNAL REVENUE CODE SECTION 409A

 

Notwithstanding any other provisions of this Summary Plan Description, if the Company reasonably determines in its discretion that Section 409A of the Internal Revenue Code, as amended, will result in the imposition of additional taxes or penalties based on the payment of the benefits provided under Section IV(A) above to an Officer within the first six (6) months following the Termination Date, the Company will modify the payment schedule to provide that the payments will begin on the first regularly scheduled payroll date following the expiration of six (6) months and one (1) day after the Termination Date. If the payment schedule is modified pursuant to this Section VII, the Officer will receive the one (1) year of annualized salary paid through the Company’s regular payroll practices over the twelve (12) payroll periods immediately following the expiration of six (6) months and one (1) day after the Termination Date.


 

 

 

IX.

FUNDING

 

Benefits provided pursuant to the Section 16 Plan shall be paid solely out of 3Com’s general assets. 3Com shall not be required to fund or otherwise provide for the payment of benefits provided hereunder in any other manner.

 

X.

CLAIMS AND REVIEW PROCEDURES

 

If an Officer believes that he/she is entitled to a benefit under the Section 16 Plan, or a benefit in an amount greater than he/she has received, the Officer may file a claim by writing to the Section 16 Plan Administrator. The Section 16 Plan Administrator is the named fiduciary that has the discretionary power and authority to act with respect to any appeal from a denial of a claim for benefits under the Section 16 Plan by performing a full and fair review of the denial, and such actions shall be final and binding on all persons. Benefits under the Section 16 Plan shall be payable only if the Section 16 Plan Administrator determines, in its sole discretion, that an eligible Officer is entitled to them. Any claim must be filed no later than forty-five (45) days after the Officer’s Termination Date.

 

A.         

This excerpt taken from the COMS 10-K filed Aug 5, 2005.
Voluntary Termination for Good Reason” shall mean the Officer’s voluntarily resignation after the occurrence of any of the following events without the Officer’s consent: (i) a material reduction of the Officer’s material duties or title, relative to the Officer’s material duties or title as in effect immediately prior to such reduction; (ii) a material reduction by the Company in the base salary of the Officer as in effect immediately prior to such reduction, other than a reduction generally applicable to other Officers of the Company; or (iii) the permanent relocation of the Officer to a work location more than fifty (50) miles from the Officer’s then present work location; provided, however, that no grounds for Voluntary Termination for Good Reason shall exist hereunder unless the Officer provides 3Com with thirty (30) days’ advance written notice of his/her resignation, specifying the purported grounds for the Voluntary Termination for Good Reason, and provides the Company with the opportunity to cure the above-referenced event(s) on which the resignation based.

 

 

 

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