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Exhibit
10.11
WABCO HOLDINGS
INC.
CHANGE OF CONTROL
SEVERANCE PLAN
Section I. Purpose
The purpose of the Plan is to
provide certain key employees of the Company and its subsidiaries
with severance benefits should their employment terminate under the
circumstances described herein.
Section II.
Definitions
A. Act —means
the Securities Exchange Act of 1934, as amended.
B. Agreement and
Release —means an agreement prepared by the Company under
which a Participant, in return for benefits provided under the
Plan, agrees to release the Company and its Subsidiaries to the
maximum extent permissible under applicable law from any and all
claims which such Participant may have against such entities at the
time the agreement is executed, and further agrees to certain other
undertakings, including cooperation with the Company in any matter
which may give rise to legal claims against the Company, a one year
non-solicitation agreement, keeping confidential proprietary
information of the Company as well as the terms of the Agreement
and Release, settlement of any disputes concerning the Agreement
and Release through binding arbitration, and such other
undertakings as the Company may reasonably require from time to
time, in each case to the maximum extent permissible under
applicable law.
C. Base Amount
—means an amount equal to the Participant’s Annualized
Includable Compensation for the Base Period as defined in
Section 280(G)(d)(1) and (2) of the Code.
D. Beneficial Owner
—means any “person”, as such term is used in
Section 13(d) of the Act, who, directly or indirectly, has or
shares the right to vote or dispose of such securities or otherwise
has "beneficial ownership" of such securities (within the meaning
of Rule 13d-3 and Rule 13d-5 under the Act), including pursuant to
any agreement, arrangement or understanding (whether or not in
writing).
E. Board —means
the Board of Directors of the Company.
F. Cause —means
a Participant's (1) willful and continued failure
substantially to perform his duties with the Company or any
Subsidiary (other than any such failure resulting from incapacity
due to reasonably documented physical or mental illness), after a
demand for substantial performance is delivered to such Participant
by the Senior Vice President of Human Resources of the Company (or,
in the case of the Senior Vice President of Human Resources of the
Company, by the Chief Executive Officer of the Company (the "CEO"))
which specifically identifies the manner in which it is believed
that such Participant has not substantially performed his or her
duties and such Participant is provided a period of thirty
(30) days to cure such failure, (2) conviction of, or
plea of nolo contendere to, a felony, or (3) the willful
engaging by such Participant in gross misconduct materially and
demonstrably injurious to the Company or any Subsidiary or to the
trustworthiness or effectiveness of the Participant in the
performance of his duties. For purposes hereof, no act, or failure
to act, on such Participant's part shall be considered "willful"
unless done, or omitted to be done, by the Participant not in good
faith and without reasonable belief that his or her action or
omission was in the best interest of the Company or a Subsidiary.
Any act, or failure to act, based upon authority given pursuant to
a resolution duly adopted by the Board or based upon the advice of
counsel for the Company shall be conclusively presumed to be done,
or omitted to be done, by such Participant in good faith and in the
best interest of the Company or such Subsidiary.
G. "Change of Control"
shall mean the occurrence of any of the following events following
the Distribution Date:
(i) any “person”,
as such term is used in Section 13(d) of the Act (other than
the Company, any Subsidiary or any employee benefit plan maintained
by the Company or any Subsidiary (or any trustee or other fiduciary
thereof)) is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company's then-outstanding
securities, provided, however, that an acquisition of securities of
the Company representing less than 25% of the combined voting power
shall not constitute a Change of Control if, prior to meeting the
20% threshold, the members of the Board who are not employees of
the Company or a Subsidiary unanimously adopt a resolution
consenting to such acquisition by such Beneficial
Owners;
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(ii) during any consecutive
24-month period, individuals who at the beginning of such period
constitute the Board, together with those individuals who first
become directors during such period (other than by reason of an
agreement with the Company or the Board in settlement of a proxy
contest for the election of directors) and whose election or
nomination for election to the Board was approved by a vote of at
least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute a majority of the Board;
(iii) the consummation of any
merger, consolidation, recapitalization or reorganization involving
the Company, other than any such transaction immediately following
which the persons who were the Beneficial Owners of the outstanding
voting securities of the Company immediately prior to such
transaction are the Beneficial Owners of at least 55% of the total
voting power represented by the voting securities of the entity
surviving such transaction or the ultimate parent of such entity in
substantially the same relative proportions as their ownership of
the Company’s voting securities immediately prior to such
transaction; provided that, such continuity of ownership (and
preservation of relative voting power) shall be deemed to be
satisfied if the failure to meet such threshold (or to preserve
such relative voting power) is due solely to the acquisition of
voting securities by an employee benefit plan of the Company, such
surviving entity, any Subsidiary or any subsidiary of such
surviving entity;
(iv) the sale of
substantially all of the assets of the Company to any person other
than any Subsidiary or any entity in which the Beneficial Owners of
the outstanding voting securities of the Company immediately prior
to such sale are the Beneficial Owners of at least 55% of the total
voting power represented by the voting securities of such entity or
the ultimate parent of such entity in substantially the same
relative proportions as their ownership of the Company’s
voting securities immediately prior to such transaction;
or
(v) the shareholders of the
Company approve a plan of complete liquidation or dissolution of
the Company.
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H. Code —means
the United States Internal Revenue Code of 1986, as
amended.
I. Committee
—means the Compensation, Governance and Nominating Committee
of the Board (or such other committee of the Board that the Board
shall designate).
J. Common Stock
—means the common stock of the Company, par value $0.01 per
share.
K. Company
—means WABCO Holdings Inc., a Delaware corporation, and any
successor thereto.
L. Distribution Date
– means the date upon which American Standard Companies
distributes the Common Stock to its shareholders.
M. Effective Date
—means the Distribution Date.
N. Good Reason
—means, coincident with or subsequent to a Change of Control,
the occurrence of any of the following:
1. a material diminution in a
Participant’s duties, authority, responsibilities or
status;
2. relocation of the
Participant’s principal place of employment to a location
more than 30 miles away from the Participant’s prior
principal place of employment;
3. a reduction by the Company
or a Subsidiary in such Participant's base salary;
4. the taking of any action
by the Company or a Subsidiary (including the elimination of a plan
without providing substitutes therefor or the reduction of such
Participant’s award thereunder) that would substantially
diminish the aggregate projected value of such Participant's award
opportunities under the Company's or such Subsidiary's incentive
plans in which he or she was participating at the time of the
taking of such action; or
5. the taking of any action
by the Company or a Subsidiary that would substantially diminish
the aggregate value of the benefits provided to the Participant
under the Company's or such Subsidiary's medical, health, accident,
disability, life insurance, thrift and retirement plans in which he
or she was participating at the time of the taking of such action
(unless resulting from a general change in benefits applicable to
all similarly situated employees of the Company and its
affiliates).
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Notwithstanding the
foregoing, the occurrence of any of the events described above will
not constitute Good Reason unless the Participant gives the Company
written notice that such event constitutes Good Reason within 90
days of first having knowledge of such event and the Company fails
to cure the event within 30 days after receipt of such written
notice.
O. Participant
—means each employee of the Company or a Subsidiary who is
either an officer of the Company or in the executive
grade.
P. Plan —means
this WABCO Holdings Inc. Change of Control Severance
Plan.
Q. Plan Administrator
—means the Committee or any committee or individual
designated by the Committee to perform some or all of its
administrative functions hereunder.
R. Subsidiary
—means any corporation, partnership or limited liability
company in which the Company owns, directly or indirectly, 50% or
more of the total combined voting power of all classes of stock of
such corporation or of the capital interest or profits interest of
such partnership.
Section III. Eligibility
.
Each Participant shall be
eligible to receive the benefits provided under the Plan in the
event of a Change of Control, if coincident therewith or within 24
months following ther
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