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Exhibit
10.1
THE COOPER COMPANIES,
INC.
CHANGE IN CONTROL
SEVERANCE PLAN
AND
SUMMARY PLAN
DESCRIPTION
Plan Effective Date:
May 21 2007
THE COOPER COMPANIES, INC.
CHANGE IN CONTROL SEVERANCE PLAN
AND
SUMMARY PLAN
DESCRIPTION
The Cooper Companies
Inc.’s Change in Control Severance Plan (the
“Plan”) provides severance benefits to certain
employees (“Covered Employees”) of The Cooper Companies
Inc. (the “Company”). 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
identified in the Agreement, 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 the
Company 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 the Company.
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.
II.
BENEFITS
The benefits to which you may
become entitled are set forth in your Agreement.
III. OTHER IMPORTANT
INFORMATION
Plan Administration .
As the Plan Administrator, the Company 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. The Company may delegate in
writing to any other person all or a portion of its authority or
responsibility with respect to the Plan.
2
Source of Benefits .
The Plan is unfunded, and all severance benefits will be paid from
the general assets of the Company 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 Chief
Administrative Officer. You will be notified in writing of the
approval or denial of this claim within ninety (90) days of
the date that Chief Administrative Officer, 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 Chief Administrative
Officer, 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,
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