Exhibit 10.6
BROADRIDGE FINANCIAL SOLUTIONS,
INC.
CHANGE IN CONTROL SEVERANCE
PLAN
FOR
CORPORATE OFFICERS
The purpose of this Change in
Control Severance Plan for Corporate Officers (the
“Plan”) is to enable Broadridge Financial Solutions,
Inc., a Delaware corporation (the “Company”), to offer
a form of income protection to “Participants” (as
defined in Section 7.5 below) in the event their employment
with the Company terminates under certain circumstances due to a
“Change in Control” (as defined in Section 7.2
below).
ARTICLE I:
BENEFITS
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1.1
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Eligibility
for Benefits; Benefits; Payment; and Rights of
Participants .
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(a)
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If a Change in
Control occurs prior to the date a Participant’s employment
with the Company terminates, then upon the termination of the
Participant’s employment by the Company without
“Cause” (as defined in Section 7.1 below) or by
the Participant for “Good Reason” (as defined in
Section 7.4 below) (individually, a “Qualifying
Termination”), such Participant shall be paid the applicable
“Severance Benefit” (as defined below) and shall
receive the additional benefits described in this Article I. The
term “Severance Benefit” shall mean:
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(i)
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if the
Qualifying Termination occurs during the two year period following
the Change in Control, an amount equal to 150% of the
Participant’s “Current Total Annual Compensation”
(as defined in Section 7.3 below); and
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(ii)
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if the
Qualifying Termination occurs during the third year after the
Change in Control, an amount equal to 100% of the
Participant’s Current Total Annual Compensation.
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(b)
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Any Participant
entitled to a Severance Benefit (in accordance with
Section 1.1(a) above) shall receive his Severance Benefit in
the form of a lump-sum payment within 30 business days, or at such
earlier time as required by applicable law, after his employment
with the Company terminates.
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1.2
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Additional
Benefits . A Participant
entitled to receive a Severance Benefit shall also receive the
following additional benefits:
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(a)
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The Company
shall cause options to purchase Company stock (“Stock
Options”) held by a Participant that are not fully vested and
exercisable on the date of the Qualifying Termination
to:
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(i)
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where the
Qualifying Termination occurs during the two year period following
the Change in Control, become fully vested and exercisable as of
the date of such Qualifying Termination; and
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(ii)
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where the
Qualifying Termination occurs during the third year after the
Change in Control, become fully vested and exercisable as of the
date of such Qualifying Termination as to those Stock Options that
would otherwise have vested within one year after the Qualifying
Termination.
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(b)
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The Company
shall cause unvested restricted shares of Company stock (the
“Restricted Shares”) held by a Participant on the date
of the Qualifying Termination to:
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(i)
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where the
Qualifying Termination occurs during the two year period following
the Change in Control, become fully vested as of the date of such
Qualifying Termination as to those Restricted Shares for which the
vesting restrictions would otherwise have lapsed within two years
after the Qualifying Termination; and
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(ii)
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where the
Qualifying Termination occurs during the third year after the
Change in Control, become fully vested as of the date of such
Qualifying Termination as to those Restricted Shares for which the
vesting restrictions otherwise would have lapsed within one year
after the Qualifying Termination.
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(c)
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Where the
Qualifying Termination occurs during the two year period following
the Change in Control, the number of shares of Restricted Stock a
Participant would have been entitled to receive had the performance
goals been achieved at the 100% target rate in each of the then
ongoing performance-based restricted stock programs
(“PBRS”) and any successor programs to the PBRS
programs, shall be sold by the Company to such Participant on the
date of the Qualifying Termination.
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1.3
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Reduction of
Payments . If a
Participant determines that his receipt of any payment and/or
non-monetary benefit under this Plan (including, without
limitation, the accelerated vesting of Stock Options and/or
Restricted Shares) (collectively, the “Payments”) would
cause him to become subject to the excise tax imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended
(the “Code”), the Company shall, as and only as
instructed by such Participant in writing prior to the date of his
Qualifying Termination, reduce his Payments in the manner and in
the amounts determined by the Participant to be necessary to avoid
the application of such excise tax. If requested by a Participant,
the Company shall, at the Company’s expense, determine and
advise the Participant prior to his Qualifying Termination of the
amount by which the
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Company would report to the Internal
Revenue Service that the Payments to the Participant constitute
“excess parachute payments,” as defined in
Section 280G of the Code if the Participant does not elect to
reduce the Payments as described in this
Section 1.3.
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1.4
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Rights of
Participants . Nothing
contained herein shall be held or construed to create any liability
or obligation on the Company to retain any Participant in its
service or in a corporate officer position. All Participants shall
remain subject to discharge or discipline to the same extent as if
the Plan did not exist.
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ARTICLE II:
FUNDING
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2.1
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Funding . The Plan shall be funded out of the general
assets of the Company as and when benefits are payable under the
Plan. All Participants shall be solely general creditors of the
Company.
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ARTICLE III: ADMINISTRATION OF
THE PLAN
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3.1
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Plan
Administrator . The
general administration of the Plan shall be placed with the
Compensation Committee of the Board or an administrative committee
appointed by the Board (the “Committee”).
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3.2
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Reimbursement of Expenses of
Committee . The Company
shall pay or reimburse the members of the Committee for all
reasonable expenses incurred in connection with their duties
hereunder.
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3.3
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Action by
the Plan Committee .
Decisions of the Committee shall be made by a majority of its
members attending a meeting at which a quorum is present (which
meeting may be held telephonically), or by written action in
accordance with applicable law. No member of the Committee may act
with respect to a matter which involves only that
member.
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3.4
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Delegation
of Authority . The
Committee may delegate any and all of its powers and
responsibilities hereunder to other persons by formal resolution
filed with and accepted by the Board. Any such delegation shall not
be effective until it is accepted by the Board and the persons
designated and may be rescinded at any time by written notice from
the Committee to the person to whom the delegation is
made.
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3.5
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Retention of
Professional Assistance .
The Committee may employ such legal counsel, accountants and other
persons as may be required in carrying out its work in connection
with the Plan, and the Company shall pay the fees and expenses of
such persons.
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3.6
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Accounts and
Records . The Committee
shall maintain such accounts and records regarding the fiscal and
other transactions of the Plan, and such other data as may be
required to carry out its functions under the Plan and to comply
with all applicable laws.
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3.7
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Compliance
with Applicable Law . The
Company shall be deemed the administrator of the Plan for the
purposes of any applicable law and shall be responsible for the
preparation and filing of any required returns
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