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ANALOGIC CORPORATION SEVERANCE PLAN FOR MANAGEMENT EMPLOYEES

Termination Severance Agreement

ANALOGIC CORPORATION 

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ANALOGIC CORPORATION

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Title: ANALOGIC CORPORATION SEVERANCE PLAN FOR MANAGEMENT EMPLOYEES
Governing Law: Massachusetts     Date: 3/6/2009
Industry: Scientific and Technical Instr.     Sector: Technology

ANALOGIC CORPORATION 

SEVERANCE PLAN FOR MANAGEMENT EMPLOYEES, Parties: analogic corporation
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Exhibit 10.4

ANALOGIC CORPORATION

SEVERANCE PLAN FOR MANAGEMENT EMPLOYEES

 

 

As Amended and Restated, Effective As Of

December 31, 2008


ANALOGIC CORPORATION

SEVERANCE PLAN FOR MANAGEMENT EMPLOYEES

 

 

TABLE OF CONTENTS

 

 

 

 

  

 

  

Page

ARTICLE I - PURPOSE

  

1

ARTICLE II - DEFINITIONS

  

1

2.1

  

“C OMPENSATION

  

1

2.2

  

“C AUSE OR “F OR C AUSE

  

1

2.3

  

“C ODE

  

2

2.4

  

“E LIGIBLE M ANAGEMENT E MPLOYEE

  

2

2.5

  

“E MPLOYEE

  

2

2.6

  

“E MPLOYER

  

2

2.7

  

“ERISA”

  

2

2.8

  

“J OB E LIMINATION

  

2

2.9

  

“N OTICE OF J OB E LIMINATION

  

3

2.10

  

“N OTICE P ERIOD

  

3

2.11

  

“N OTICE P ERIOD D ATE

  

3

2.12

  

“P ARTICIPANT

  

3

2.13

  

“P ARTICIPATING E MPLOYER

  

3

2.14

  

“P AYMENT COMMENCEMENT DATE

  

3

2.15

  

“P LAN

  

3

2.16

  

“P LAN A DMINISTRATOR

  

4

2.17

  

“P LAN Y EAR

  

4

2.18

  

“R ETURN D ATE

  

4

2.19

  

“R EVOCATION P ERIOD

  

4

2.20

  

“S EVERANCE A GREEMENT

  

5

2.21

  

“S EVERANCE B ENEFITS

  

5

2.22

  

“S EVERANCE P ERIOD

  

5

2.23

  

“T ERMINATION D ATE

  

5

2.24

  

“V OLUNTARY S EPARATION P ROGRAM

  

5

2.25

  

“WARN” OR “WARN A CT

  

5

ARTICLE III - PARTICIPATION

  

5

ARTICLE IV- EFFECT ON OTHER BENEFITS

  

6

ARTICLE V – NOTICE PERIOD, SEVERANCE PERIOD, AND ACCELERATIONS OF TERMINATION DATE

  

6

5.1

  

N OTICE P ERIOD

  

6

5.2

  

A CCELERATION OF T ERMINATION D ATE

  

6

5.3

  

S EVERANCE P ERIOD

  

6

ARTICLE VI - BENEFITS

  

7

6.1

  

R ETURNING S EVERANCE A GREEMENT

  

7

6.2

  

S EVERANCE B ENEFIT

  

7

6.3

  

A DDITIONAL P ROVISIONS R ELATED TO S EVERANCE B ENEFITS

  

8

6.4

  

P AYMENTS SUBJECT TO S ECTION 409A

  

8


ARTICLE VII – WARN

  

9

ARTICLE VIII - FUNDING

  

9

ARTICLE IX – PLAN ADMINISTRATION AND FIDUCIARY

  

10

9.1

  

N AMED F IDUCIARY

  

10

9.2

  

P LAN A DMINISTRATION

  

10

9.3

  

D ELEGATION OF D UTIES

  

11

9.4

  

I NDEMNIFICATION

  

11

9.5

  

F IDUCIARY D UTIES AND R ESPONSIBILITIES

  

11

ARTICLE X – CLAIMS PROCEDURE

  

11

10.1

  

C LAIMS P ROCEDURE

  

11

10.2

  

R EVIEW OF D ENIED C LAIM

  

12

10.3

  

D ECISION ON R EVIEW

  

12

10.4

  

N OTIFICATION OF D ECISION ON R EVIEW

  

12

ARTICLE XI – AMENDMENT AND TERMIANTION

  

13

11.1

  

A MENDMENT

  

13

11.2

  

T ERMINATION

  

13

ARTICLE XII – MISCELLANEOUS

  

13

12.1

  

E XCLUSIVE B ENEFIT

  

13

12.2

  

N ON -A LIENATION OF B ENEFITS

  

13

12.3

  

L IMITATION OF R IGHTS

  

14

12.4

  

G OVERNING L AWS AND J URISDICTION AND V ENUE

  

14

12.5

  

S EVERABILITY

  

14

12.6

  

C ONSTRUCTION

  

14

12.7

  

T ITLES

  

14

12.8

  

E XPENSES

  

14

ARTICLE XIII – EFFECTIVE DATE

  

14

 

ii


ANALOGIC CORPORATION

SEVERANCE PLAN FOR MANAGEMENT EMPLOYEES

Analogic Corporation (the “Employer”) hereby adopts the Analogic Corporation Severance Plan for Management Employees (the “Plan”), effective as of January 1, 2006 as amended and restated effective December 31, 2008. All prior existing severance pay plans, programs or practices applicable to Eligible Management Employees, whether formal or informal, are hereby expressly superseded by this Plan as applicable to Eligible Management Employees.

ARTICLE I

Purpose

The purpose of the Plan is to grant severance benefits to Eligible Management Employees of the Employer whose employment with the Employer is terminated under the circumstances described herein. This Plan is intended to constitute an employee welfare benefit plan within the meaning of Section 3(1) of ERISA, and is intended to be exempt from the requirements under Section 409A of the Code.

This Plan is a “Welfare Program” as defined in the Analogic Corporation Welfare Benefit Plan (the “Welfare Benefit Plan”).

ARTICLE II

Definitions

2.1 “Compensation” means the Participant’s rate of regular annual base pay, determined as of the date of the Eligible Management Employee’s Notice of Job Elimination. Compensation does not include bonuses, overtime, commissions, shift differential pay, incentive pay, and the value of any employee benefits.

2.2 “Cause” or “For Cause” means:

(a) the Eligible Management Employee is convicted of a felony or misdemeanor involving fraud, dishonesty or moral turpitude, or

(b) the Eligible Management Employee, in carrying out his duties, acts or fails to act in such a manner which is determined in the sole discretion of the Employer’s Board of Directors to be:

(i) willful gross neglect, and/or

 

1


(ii) willful gross misconduct

resulting, in either case, in harm to the Employer unless such act, or failure to act, was believed by the Eligible Management Employee, in reasonable good faith, to be in the best interest of the Employer.

2.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.4 “Eligible Management Employee” means any one of the following:

(a) the President and Chief Executive Officer of the Employer,

(b) a designated corporate officer of the Employer, or

(c) other designated officers of the Employer to include:

(i) divisional, operations, technical and administrative officers of the Employer, and

(ii) presidents/general managers of subsidiary corporations of the Employer.

All of the above Eligible Management Employees will occupy a position with an executive salary grade above E08.

2.5 “Employee” means each individual who is a common law employee of the Employer. The term Employee does not include temporary employees as defined in the Analogic 401(k) Plan, independent contractors (even if the Internal Revenue Service characterizes or recharacterizes such person as an employee), leased employees within the meaning of Section 414(n)(2) or Section 414(o)(2) of the Code, or non-resident aliens.

2.6 “Employer” means Analogic Corporation, a Massachusetts corporation, and any entity which succeeds to the business and assumes the obligations of the Employer hereunder.

2.7 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.8 “Job Elimination” means an involuntary termination of employment including, but not limited to, termination of employment on account of changes in the Employer’s operations or organization, reorganizations, staffing changes, job elimination, or job force reductions, as determined by the Employer in its sole discretion.

Notwithstanding anything to the contrary contained herein, Job Elimination shall not result:

(a) from an Eligible Management Employee’s termination of employment on account of voluntary resignation, retirement or death prior to provision of a Notice of Job Elimination;

 

2


(b) if the Employer or a Participating Employer has offered the Eligible Management Employee a comparable replacement position (as determined by the Employer, in its sole and absolute discretion, taking into account the similarity of duties, similarity of exempt status and salary range; provided that a new position will not be considered “comparable” if it is not within reasonable commuting distance from the Eligible Management Employee’s home, offers a salary significantly less than the Eligible Management Employee’s former position, or is of a grade more than one grade below the Eligible Management Employee’s former position);

(c) if the Eligible Management Employee’s employment is terminated For Cause;

(d) if, following the sale or outsourcing of any portion of the Employer, an Eligible Management Employee is offered by the successor organization a position at a base compensation rate not significantly lower than that for the Eligible Management Employee’s former position, or of a grade not more than one grade lower than the Eligible Management Employee’s former position;

(e) from the Eligible Management Employee’s failure to return to work within the time required following an approved leave of absence;

(f) from a change in employment that results from a natural disaster, unforeseeable governmental action, act of war, or other similar unanticipated business disaster; or

(g) from a voluntary transfer of employment between the Employer and any Participating Employer.

2.9 “Notice of Job Elimination” means a written notice provided by the Employer to an Eligible Management Employee informing that employee of a Job Elimination.

2.10 “Notice Period” means the sixty (60) day period beginning on the day immediately following the date the Employer provides a Notice of Job Elimination, or on such other date as the Employer shall determine in its sole discretion. In no event may the Notice Period end prior to the Return Date. In the event of any material change in the Notice of Job Elimination, a new Notice Period must begin on the day immediately following the date the Employer provides a revised Notice of Job Elimination reflecting the material change. However, if the Employer and the Eligible Management Employee agree, the prior Notice Period may continue to apply.

2.11 “Notice Period Date” means the first day of any Notice Period.

2.12 “Participant” means any Eligible Management Employee who has been provided a Notice of Job Elimination and who satisfies the requirements of Section 6.1.

2.13 “Participating Employer” means the term as it is defined in the Welfare Benefit Plan.

2.14 “Payment Commencement Date” means the first payroll date following the later of (i) the Return Date and (ii) the end of the Revocation Period, if applicable.

2.15 “Plan” means the Analogic Corporation Severance Plan for Management Employees as set forth herein and as it may be amended from time to time.

 

3


2.16 “Plan Administrator” means the Employer or such other individual, committee or firm as the Employer shall designate from time to time.

2.17 “Plan Year” means the twelve (12) consecutive month period beginning January 1 and ending December 31.

2.18 “Return Date” means the date by which an Eligible Management Employee must sign and return a Severance Agreement including a release of claims in order to obtain Severance Benefits. Except as otherwise determined by the Employer in its sole discretion, or otherwise required by law, the Return Date is the date twenty one (21) calendar days following the date the Participant is provided with a Notice of Job Elimination; provided however that:

(a) if the twenty-first calendar day is not a business day, the Return Date will be on the next business day;

(b) if the Eligible Management Employee is at least forty years old, and the Job Elimination and/or the Voluntary Separation Program affects two or more Eligible Management Employees, the Return Date will be on the forty-fifth (45) calendar day following the date the Eligible Management Employee is provided with a Notice of Job Elimination (or the next business day if the forty-fifth calendar day is not a business day);

(c) if the Eligible Management Employee is under forty years old and is otherwise entitled, under applicable state or local fair employment practice law, to more than twenty-one (21) calendar days in which to consider whether to execute a Severance Agreement, the Return Date will be a date determined by reference to applicable state or local fair employment practices law; and

(d) if the WARN Act applies, the Return Date will be on the sixtieth (60) calendar day following the date the Participant is provided with a Notice of Job Elimination (or the next business day if the sixtieth (60) calendar day is not a business day).

A Severance Agreement returned to the Employer that is signed and physically received by the Return Date, or, if mailed, is addressed properly for delivery, postmarked by the United States Postal Service no later than the Return Date, and actually received by the Employer no later than 10 calendar days from the Return Date, will be considered timely. Severance Agreements which are not timely signed and/or returned as provided herein will not be accepted by the Employer, unless the Employer decides to accept it on a case-by-case basis, in its sole discretion.

2.19 “Revocation Period” means the seven calendar day (or other longer legally required calendar day) period immediately following the date the Eligible Management Employee signs the Severance Agreement during which an Eligible Management Employee who is either: (i) at least forty (40) years old; or (ii) is under forty (40) years old and is employed in a state that requires a specific Revocation Period, may revoke his or her signed Severance Agreement. To be effective, a written request to revoke must be received by the Employer (as defined by applicable law) no later than 5:00 p.m. EST on the seventh calendar day (or other longer period required by law) from the date the Eligible Management Employee signed the Severance Agreement or, if mailed, be postmarked no later than the seventh calendar day (or other longer period required by law) from the date the Eligible Management Employee signed the Severance Agreement.

 

4


2.20 “Severance Agreement” means a written agreement in a form provided by the Employer, in its sole discretion, by which an Eligible Management Employee agrees to waive and release the Employer from all legal claims the Eligible Management Employee may have against the Employer in exchange for payment of Severance Benefits. To be effective, a Severance Agreement must be signed and returned to the Employer by the Return Date (and not be revoked during any applicable Revocation Period). Severance Agreements are not required to be identical among Eligible Management Employees.

2.21 “Severance Benefits” means benefits provided for in this Plan pursuant to Section 6.2. The Severance Benefits that a Participant may receive are net amounts from which applicable taxes, withholding and appropriate deductions have been taken, and including but not limited to deduction of any outstanding amount owed to the Employer by the Participant regardless of the reason for or source of the amount due.

2.22 “Severance Period” means the period of time commencing on the Payment Commencement Date during which a Participant receives Severance Benefits pursuant to Section 6.2.

2.23 “Termination Date” means the last day that the Eligible Management Employee is employed by the Employer which day is the last day of the Notice Period, except as otherwise provided in Section 5.2.

2.24 “Voluntary Separation Program” means a program of limited time duration under which an Eligible Management Employee is permitted to voluntarily separate from employment wit


 
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