ALSIUS CORPORATION
CHANGE IN CONTROL SEVERANCE PLAN
AND
SUMMARY PLAN DESCRIPTION
Plan
Effective Date: February 26, 2008
ALSIUS CORPORATION CHANGE IN CONTROL SEVERANCE PLAN
AND
SUMMARY PLAN DESCRIPTION
The
Alsius Corporation Change in Control Severance Plan (the
“Plan”) provides severance benefits to certain
management or highly compensated employees (“Covered
Employees”) of Alsius Corporation, a Delaware
corporation. The Plan is effective for eligible
employees who receive either a Change in Control Severance
Agreement or Change in Control Severance Plan Participation
Notice (each, an “Agreement”) and who otherwise
satisfy the conditions set forth in such Agreement and the
provisions of this Plan.
This
Plan is designed to be an “employee welfare benefit
plan,” as defined in Section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended
(“ERISA”). This Plan is governed by
ERISA and, to the extent applicable, the laws of the State of
Delaware, without reference to the conflict of law provisions
thereof.
This
document and your Agreement constitute both the official plan
document and the required summary plan description under
ERISA.
I.
ELIGIBILITY
You
will become a Covered Employee in the Plan only: (i) if you
are selected by Alsius Corporation to be eligible to
participate in this Plan and (ii) if you receive an Agreement
(the provisions of which are incorporated by
reference). Additionally, if you receive a Change
in Control Severance Agreement (rather than a Change in
Control Severance Plan Participation Notice), you must sign
the Agreement indicating your agreement to be bound by the
terms of this Plan and you must return such signed Agreement
to Alsius Corporation.
II.
BENEFITS
If
you are a Covered Employee, you shall be eligible for
severance benefits at such times and in such amounts as may be
specified in your Agreement.
III.
OTHER IMPORTANT INFORMATION
Plan Administration . As the Plan Administrator,
Alsius Corporation has full and sole discretionary authority to
administer and interpret the Plan, including discretionary
authority to determine eligibility for participation in and for
benefits under the Plan, to determine the amount of benefits (if
any) payable per participant, and to any terms of this
document. All determinations by the Plan Administrator
will be final and conclusive upon all persons and be given the
maximum possible deference allowed by law. The Plan
Administrator is the “named fiduciary” of the Plan for
purposes of ERISA and will be subject to the fiduciary standards of
ERISA when acting in such capacity. Alsius Corporation
may delegate in writing to any other person all or a portion of its
authority or responsibility with respect to the Plan.
Source of Benefits . The Plan is unfunded, and
all severance benefits will be paid from the general assets of
Alsius Corporation or its successor. No contributions
are required under the Plan.
Claims Procedure . If you believe you are
incorrectly denied a benefit or are entitled to a greater benefit
than the benefit you received under the Plan you may submit a
signed, written application to the director of human
resources. You will be notified in writing of the
approval or denial of this claim within ninety (90) days of the
date that director of human resources receives the claim, unless
special circumstances require an extension of time for processing
the claim. In the event an extension is necessary, you
will be provided written notice prior to the end of the initial
ninety (90) day period indicating the special circumstances
requiring the extension and the date by which the director of human
resources expects to notify you of approval or denial of the
claim. In no event will an extension extend beyond
ninety (90) days after the end of the initial ninety (90) day
period. If your claim is denied, the written
notification will state specific reasons for the denial, make
specific reference to the Plan provision(s) on which the denial is
based, and provide a description of any material or information
necessary for you to perfect the claim and why such material or
information is necessary. The written notification will
also provide a description of the Plan’s review procedures
and the applicable time limits, including a statement of your right
to bring a civil suit under section 502(a) of ERISA following
denial of your claim on review.
You
will have sixty (60) days from receipt of the written
notification of the denial of your claim to file a signed,
written request for a full and fair review of the denial by a
review panel which will be a named fiduciary of the Plan for
purposes of such review. This request should
include the reasons you are requesting a review and may
include facts supporting your request and any other relevant
comments, documents, records and other information relating to
your claim. Upon request and free of charge, you
will be provided with reasonable access to, and copies of, all
documents, records and other information relevant to your
claim, including any document, record or other information
that was relied upon in, or submitted, considered or generated
in the course of, denying your claim. A final,
written determination of your eligibility for benefits shall
be made within sixty (60) days of receipt of your request for
review, unless special circumstances require an extension of
time for processing the claim, in which case you will be
provided written notice of the reasons for the delay within
the initial sixty (60) day period and the date by which you
should expect notification of approval or denial of your
claim. This review will take into account all
comments, documents, records and other information submitted
by you relating to your claim, whether or not submitted or
considered in the initial review of your claim. In
no even
