CAMPBELL SOUP COMPANY
SEVERANCE PAY PLAN FOR SALARIED EMPLOYEES
(as amended and restated effective January 1, 2009)
Campbell Soup
Company (the “Company”) established the Campbell Soup
Company Severance Pay Plan for Salaried Employees (the
“Plan”) primarily to assist former U.S. Salaried
Employees while seeking other employment. In 1995, the Company also
established the Campbell Soup Company Supplemental Severance Pay
Plan for Exempt Salaried Employees (the “Supplemental
Severance Plan”) to assist former U.S. exempt Salaried
Employees at salary level 42 and above for the same purpose.
Effective January 1, 2006, both the Plan and the Supplemental
Severance Plan were restated in response to legislative
changes.
This amendment and
restatement combines the Plan and the Supplemental Severance Plan
into one plan. The merged plan shall continue to be called the
Campbell Soup Company Severance Pay Plan for Salaried Employees.
The Plan is intended to and will be administered as an employee
welfare benefit plan as defined in Section 3(1) of the
Employee Retirement Income Security Act of 1974, as amended. The
amended and restated Plan shall be effective January 1,
2009.
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1.1
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The
purpose of the Campbell Soup Company Severance Pay Plan for
Salaried Employees (the “Plan”) is to set forth the
terms and circumstances under which U.S. Salaried Employees of the
Company whose employment is terminated may be eligible for
severance benefits.
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This Plan supersedes and replaces
all prior policies or plans for Salaried Employees regarding
severance benefits, except for severance policies, plans or
agreements that are effective in the event of a change in control
of the Company.
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2.1
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“Code” means Internal
Revenue Code of 1986, as amended from time to time.
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2.2
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“Company” means Campbell
Soup Company and all wholly-owned U.S. subsidiaries and affiliates,
unless the Chief Executive Officer of Campbell Soup Company has
excluded such subsidiary or affiliate from participating in the
Plan.
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2.3
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“Compensation Limit”
means the indexed compensation limit set forth in section
401(a)(17) of the Internal Revenue Code, which for calendar
year
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2.4
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“ERISA” means the
Employee Retirement Income Security Act of 1974, as
amended.
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2.5
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“Plan” means the
Campbell Soup Company Severance Pay Plan for Salaried Employees, as
amended and restated, effective January 1, 2009.
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2.6
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“Plan Administrator”
means the chief Human Resources executive of Campbell Soup
Company.
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2.7
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“Salaried Employee”
means an individual (a) who is employed by the Company,
(b) in a regular salaried full-time or part-time position
regularly scheduled to work 20 hours or more per week, and
(c) who receives a regular and stated compensation other than
a pension, retainer or fees for consulting services rendered. Where
the terms exempt Salaried Employee or non-exempt Salaried Employee
are used, “exempt” and “non-exempt” shall
have the same meaning as defined under the Fair Labor Standards Act
of 1938, as amended.
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Salaried Employee shall not include
an employee who is classified as a temporary employee, or who is
paid on an hourly basis, or who is a member of a bargaining unit,
or whose employment by the Company is covered by a written
employment contract. In addition, Salaried Employee shall not
include individuals who are contract employees or who are retained
as independent contractors, or persons who the Company does not
consider to be employees or other similarly situated individuals
regardless of whether the individual is a common law employee of
the Company. Notwithstanding anything herein to the contrary, the
term “Salaried Employee” shall not include any person
who is not so recorded on the payroll records of the Company,
including any such person who is subsequently reclassified by a
court of law or a regulatory body as a common law employee of such
Company.
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2.8
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“Termination Date” means
the last day of active employment, which is the date normally at
the end of the notice period, if any.
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2.9
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“Weekly Salary Rate”
means the Salaried Employee’s annual base salary at the time
of termination, excluding overtime pay, bonus or incentive
payments, or other allowances, divided by 52 weeks.
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2.10
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“Years of Service” means
the total number of years of continuous employment rendered as a
regular employee of the Company and all its wholly-owned
subsidiaries and affiliates since the employee’s most recent
date of hire. Years of Service shall be full years; in the final
year of
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employment,
service of six full months or more will be counted as one
year.
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In
addition to service with the Company, continuous years of
employment with an enterprise, the assets or stock of which is
acquired by the Company, shall be counted as years of service with
the Company, unless Campbell Soup Company excludes such prior
service with the acquired enterprise.
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III.
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ELIGIBILITY FOR SEVERANCE
PAY
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3.1
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Eligible Terminations
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(a)
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General . A Salaried Employee whose
separation from employment by the Company due to one of the
following events shall be eligible for severance pay:
(1) economic or organizational changes resulting in job
elimination or consolidation or (2) reduction in work force;
provided in all instances such Salaried Employee executes a release
of claims as set forth in Article VI herein.
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(b)
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Specific Events
. If any part, unit or
function of the Company is divested, outsourced, closed, or
relocated to a different geographical area, the determination of
which shall be within the Company’s sole discretion, Salaried
Employees working in such part, unit or function of the Company who
are terminated by the Company as a direct result of the
divestiture, outsourcing, closing or relocation shall be eligible
for severance pay; provided such Salaried Employee executes a
release of claims as set forth in Article VI herein.
Eligibility for severance pay will be forfeited if a Salaried
Employee resigns voluntarily prior to the termination date selected
by the Company.
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(c)
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Exceptions . Notwithstanding anything in the
Plan to the contrary, a Salaried Employee who experiences an
otherwise eligible termination will not be provided with severance
pay if such Salaried Employee: (1) continues employment with
or is hired by the buyer, the Company or the third party
outsourcing firm in accordance with the terms of the applicable
purchase and sales agreement, in the case of a buyer, or the terms
of the applicable outsourcing contract, in the case of a third
party outsourcing firm; or (2) is offered, but elects not to
accept, a position of employment with the buyer, the Company or the
third party outsourcing firm, in the same geographical area at the
same or substantially equivalent salary level (the determination of
which shall be in the Company’s sole discretion), except as
the Company
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In
addition, a Salaried Employee whose resignation is requested, or
who is terminated by the Company for unsatisfactory job performance
or other reasons as determined by the Company, shall not be
eligible for severance pay under the Plan, except as the Company in
its sole discretion may determine otherwise.
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Notwithstanding anything herein to
the contrary, a Salaried Employee who is terminated from his/her
position through Company-initiated action shall not be eligible to
receive severance pay under the Plan if the Salaried Employee
refuses to accept another position of employment with the Company
in the same geographical area at or above such Salaried
Employee’s current salary, except as the Company may
determine otherwise.
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3.2
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Ineligible Terminations
. In addition to the
foregoing, Salaried Employees whose separation from employment is
due to one of the following events shall not be eligible for
severance pay under the Plan: (a) resignation; (b) retirement;
(c) termination for cause, as determined by the Company in its
sole discretion; (d) violation of a Company policy which
provides that violation may result in disciplinary action including
termination; (e) death; (f) disability; (g) failure to
return at the end of an approved leave of absence (including
medical leave of absence); (h) job abandonment;
(i) termination as a result of causes beyond the control of
the Company; or (j) a change in ownership of an entity,
facility, or business unit of the Company or a change in control of
the Company.
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IV.
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NOTICE OF TERMINATION/NOTICE
PAY
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4.1
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Eligible non-exempt Salaried
Employees shall receive two weeks’ notice prior to
termination. Eligible exempt Salaried Employees basis shall receive
four weeks’ notice prior to termination. In either case,
eligible Salaried Employees may, at the Company’s option,
receive payment in lieu of notice. Severance payments shall be in
addition to such notice or payments made in lieu of
notice.
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5.1
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Calculation of Payments
. All severance payments
shall be calculated based upon the Salaried Employee’s Weekly
Salary Rate.
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(a)
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Non-Exempt Salaried
Employee .
Severance payments for an eligible non-exempt Salaried Employee
shall be calculated as follows: severance pay of two weeks’
pay, plus one week of pay for each Year of Service through fifteen
Years of Service, and
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two weeks of
pay for each Year of Service in excess of fifteen Years of Service;
provided, however, that no non-exempt Salaried Employee shall
receive more than 52 weeks of severance pay regardless of the
number of his or her Years of Service.
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(b)
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Exempt Salaried Employee
. Severance payments for
an eligible exempt Salaried Employee shall be determined on the
basis of the Salaried Employee’s grade level on the date of
employment termination as set forth below; provided, however, that
no exempt Salaried Employee shall receive more than the maximum
total amount of severance pay applicable to his or her grade level
regardless of the number of his or her Years of Service.
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Grade
Level
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Severance Formula
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Maximum Total
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4 weeks of
pay, plus one week for each Year of Service through 15 Years of
Service and two weeks for each Year of Service in excess of 15
Years of Service
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52 weeks
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8 weeks of
pay, plus one week for each Year of Service through 15 Years of
Service and two weeks for each Year of Service in excess of 15
Years of Service
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52 weeks
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16 weeks
of pay, plus one week for each Year of Service through 15 Years of
Service and two weeks for each Year of Service in excess of 15
Years of Service
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52 weeks
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52 weeks
of pay, plus one week for each Year of Service through 15 Years of
Service and two weeks for each Year of Service in excess of 15
Years of Service
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18 months
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24 months
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24 months
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6.1
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In
order to receive severance pay or other benefits under the Plan,
Salaried Employees who experience an eligible termination and
become eligible for severance pay must execute a Severance
Agreement and General Release satisfactory to the
Company.
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