GOODRICH CORPORATION
VOLUNTARY SEPARATION PLAN
EFFECTIVE SEPTEMBER 15,
2009
GOODRICH CORPORATION
VOLUNTARY SEPARATION PLAN
AND
SUMMARY PLAN DESCRIPTION
EFFECTIVE SEPTEMBER 15, 2009
I.
INTRODUCTION AND PURPOSE
Goodrich Corporation (the “Company”)
hereby establishes and adopts the Goodrich Corporation Voluntary
Separation Plan (the “Plan”) to provide severance
benefits for Eligible Employees who voluntarily elect during the
Window Period to leave employment with the Employer in accordance
with the terms of the Plan. In order to be an Eligible Employee
under the Plan with respect to a designated Window Period, an
Employee must satisfy the criteria established by the Employer from
time to time with respect to the designated Window Period and be
selected by the Employer to participate in the Plan. The Plan is
effective September 15, 2009. The Plan supersedes any prior
severance plan or arrangement covering Eligible Employees and, as a
result (and as more fully described in Section 4.8), an
Eligible Employee’s receipt of benefits hereunder shall
render such Eligible Employee ineligible for any benefits, related
to the same period of employment, under any other severance plan or
arrangement currently or hereinafter provided by the
Employer.
This document serves as both the formal Plan
document and the summary plan description. It explains eligibility,
exclusions, benefits and administration. Any questions about the
Plan and its operation should be directed to the Plan
Administrator.
The following words and phrases, when
capitalized, have the meanings set forth below:
2.1 Administrator or Plan Administrator is defined in
Section 5.1.
2.2 Base Pay means as follows: (a) for a salaried
Eligible Employee, such employee’s weekly base salary as of
the date immediately preceding the date of such employee’s
Separation Date, (b) for an hourly, full-time Eligible Employee,
such employee’s weekly compensation, based upon a 40-hour
workweek and such employee’s hourly wage as of the date
immediately preceding the date of such employee’s Separation
Date, and (c) for a part-time Eligible Employee, such
employee’s weekly compensation based upon such
employee’s average weekly pay for services rendered as a
part-time employee over a six-month period ending on such
employee’s Separation Date. Base Pay shall, in all cases,
exclude any bonus, overtime, commission, profit-sharing or similar
payments and any stock-based compensation, benefits, benefit
credits, perquisites, expense reimbursements, allowances or similar
forms of compensation.
2.3 Benefit Coverage is defined in Section 4.2.
2.4 Beneficiary means the person or persons designated by the
Participant to receive a cash payment under the Plan upon the death
of a Participant. If a Participant fails to designate a Beneficiary
or if every person designated as Beneficiary predeceases the
Participant, then the cash payment will be paid to the
Participant’s estate.
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2.5 COBRA Law means the requirements of Part 6 of
Subtitle B of Title I of the Employee Retirement Income Security
Act of 1974, as amended from time to time.
2.6 Committee means the Goodrich Corporation Severance Program
Appeal Committee appointed by the Plan Administrator.
2.7 Company means Goodrich Corporation, a New York
corporation.
2.8 Eligible Employee means each Employee who meets the eligibility
requirements of Section 3.1.
2.9 Employee is defined in Section 3.1(a).
2.10 Employer means, collectively or individually, the Company
and each of its domestic subsidiaries.
2.11 ERISA means the Employee Retirement Income Security
Act of 1974, as amended from time to time.
2.12 Participant means an Eligible Employee of the Employer who
elects to participate in the Plan and who meets the participation
requirements set forth in Article III.
2.13 Plan means the Goodrich Corporation Voluntary
Separation Plan, as described in this document, and as amended from
time to time.
2.14 Plan Benefits means the benefits described in Article IV
hereof.
2.15 Plan Year means the calendar year.
2.16 Release means the written document as described in
Section 3.3 which a Participant must execute in order to
receive Plan Benefits hereunder.
2.17 Separation Date means a Participant’s last day of active
service for the Employer, as determined by the Employer.
2.18 Window Period means the period established from time to time
by the Employer and set forth in Appendix C.
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III.
PARTICIPATION IN THE PLAN
3.1 Eligibility to Participate.
An Employee must meet the following requirements
in order to participate in the Plan with respect to a designated
Window Period:
A person is an Eligible Employee if such person
is a regular, full-time or part-time employee of the Employer and
meets the criteria set forth in this Section 3.1. For purposes
of the preceding sentence, the term “employee” refers
to a person who, under applicable law, has an employer-employee
relationship with the Employer. The term “employee”
does not include any person who is a leased worker, leased employee
or any similar type of worker or employee who is not on the regular
payroll of the Employer, any person who is classified as rendering
services to the Employer as an independent contractor (regardless
of whether that classification is determined to be incorrect by any
other person, court, governmental authority or otherwise as a
matter of law) and any other person rendering services solely as a
director of the Company or a covered domestic subsidiary. The term
Eligible Employee shall not include any employee who is described
in any of the following categories of employees:
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(i)
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Employees whose conditions of
employment are subject to a collective bargaining agreement between
the Employer and any labor union or other collective bargaining
unit.
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(ii)
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Employees whose principal place of
employment is outside of the United States (other than U.S.
citizens who are covered by expatriate agreements that provide for
participation in this Plan).
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(iii)
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Temporary employees (as determined
by Employer classifications).
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(iv)
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Employees who have entered into a
separate agreement with the Employer that provides for severance
benefits.
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(b) Employer Criteria for
Participation.
The Employee must satisfy the criteria
established by the Employer from time to time and set forth in
Appendix C with respect to the designated Window
Period.
(c) Voluntary Election to
Participate.
An Eligible Employee must, during the Window
Period, voluntarily agree to leave employment with the Employer on
the Separation Date, and elect to participate in this Plan by
completing the election form attached as Appendix B and
returning the form to the person(s) designated to receive the form
within the timeframe prescribed and set forth in Appendix C
with respect to a designated Window Period.
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(d) Selection to
Participate.
The Employee must be selected for participation
in the Plan by the Employer. An Eligible Employee who timely
volunteers to leave employment with the Employer and elects to
participate in this Plan will be notified by the Employer within
ten (10) business days of the close of the Window Period if he
is selected to participate. In the event of oversubscription or
other special business circumstances, the Employer may deny
selection to certain Eligible Employees who meet the Employer
criteria, agree to voluntarily leave employment and elect to
participate in the Plan.
(e) Good Faith/Best Efforts.
An Eligible Employee who is selected by the
Employer for participation in the Plan must use his best efforts,
in good faith, to continue performing his job responsibilities in a
manner which satisfies the expectations of the Employer and assist
the Employer is meeting its goals during the entire time period
between the Window Period and the Separation Date. Good faith and
best efforts will be determined by the Employer, in its sole
discretion.
An Eligible Employee must execute, on or after
the Employee’s Separation Date and at least seven
(7) days prior to payment of any Plan Benefits, a Release in a
form acceptable to the Plan Administrator.
An Eligible Employee must execute a resignation
of employment in a form acceptable to the Plan Administrator on the
Separation Date.
3.2 Exclusions from Eligibility to
Participate.
An Employee who otherwise satisfies the
eligibility criteria for participation in the Plan shall not be
eligible for benefits under this Plan if prior to the Separation
Date, either: (a) the Employee terminates employment with the
Employer or (b) the Employee is terminated for Cause, where
“Cause” means
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(i)
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Violation of the Eligible Employee
of any rule, regulation, or policy of the Employer, including the
Employer’s Business code of Conduct;
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(ii)
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Failure by the Eligible Employee to
meet any requirement reasonably imposed upon such employee by the
Employer as a condition of continued employment;
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(iii)
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Violation by the Eligible Employee
of any federal, state or local law or regulation;
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(iv)
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Commission by the Eligible Employee
of an act of fraud, theft, misappropriation of funds, dishonesty,
bad faith or disloyalty; or
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(v)
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Dereliction or neglect by the
Eligible Employee in the performance of such employee’s job
duties.
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3.3 Contents of the Release.
In exchange for the Plan Benefits provided
hereunder and as a condition precedent to the payment of Plan
Benefits hereunder, to the fullest extent permitted by law, each
Participant will be required to execute a Release whereby such
Employee (a) agrees voluntarily to leave employment with the
Employer, (b) waives any and all claims against the Employer,
the Company, any predecessor or successor thereto, and their
assigns, employee benefit plans, present or former directors,
officers, employees, representatives, agents, and attorneys,
(c) acknowledges and agrees that the acceptance of Plan
Benefits is in lieu of any benefits to which the Participant may
otherwise be entitled under any severance pay plan, policy, program
or practice of the Employer and that the Participant will not be
eligible for or entitled to any severance benefits related to the
same period of employment that may be offered or provided by the
Employer in the future, and (d) agrees to comply with certain
confidentiality requirements. The Company, in its sole discretion,
shall prescribe the terms of the Release, including, without
limitation, a description of the claims being released and waived
and the confidentiality requirements.
3.4 Revocation or Failure to Execute a
Release.
If a Participant chooses not to execute a
Release, or revokes the Release within the 7-day revocation period,
he will not receive any Plan Benefits.
The Participant will be expected to leave his
employment within the timeframe set forth in Appendix C with
respect to a designated Window Period. Notwithstanding the
preceding, the Participant’s Employer retains the discretion
to modify the Participant’s Separation Date based on business
needs. If the Participant leaves employment prior to being released
by the Employer, he will not receive any Plan Benefits.
3.6 Commencement of
Participation.
An Eligible Employee of the Employer will be
eligible for participation and the Plan Benefits described in
Article IV below only after (a) he notifies the Employer
in writing during the Window Period that he voluntarily wishes to
end his employment, (b) he resigns on his Separation Date, (c)
he delivers the signed Release to the Employer on or after his
Separation Date, and (d) the 7-day revocation period (if
applicable) has elapsed without the Eligible Employee revoking the
Release. Participation will cease when all benefits described in
Article IV have been paid or provided to the
Participant.
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The Plan Benefits described in this
Article IV shall be provided to Participants.
A Participant will receive a cash payment as
follows:
(a) Leadership Employees.
Participants who are employed as of the
Separation Date in positions classified by the Employer as Business
Leadership, Strategic Leadership and Executive Leadership Employees
as defined by the Company’s corporate compensation guidelines
(“Leadership Employees”) shall be entitled to receive a
cash payment equal to the sum of the following items: one
week’s Base Pay for each year of continuous service (rounded
upward to the nearest year) with the Company or any affiliate of
the Company and one week’s Base Pay for each $5,000 of
Annualized Base Pay (rounded upward to the nearest $5,000);
provided, however, that the total payment called for under this
Section 4.1(a) shall be not less than four
(4) weeks’ Base Pay and not more than fifty-two
(52) weeks’ Base Pay, if such employee has been employed
with the Company or any affiliate of the Company for at least six
(6) continuous months. Notwithstanding the preceding sentence,
if a Participant has been employed with the Company or any
affiliate of the Company for less than six (6) continuous
months, then the total payment called for under this
Section 4.1(a) shall be not less than four
(4) weeks’ Base Pay and not more than twelve
(12) weeks’ Base Pay. In determining the years of
continuous service and months of continuous service for these
purposes, no credit shall be given for service with any predecessor
company prior to the Company’s ownership of such company
unless such company is listed on Appendix A to this
Plan.
Participants who are employed as of the
Separation Date in positions classified by the Employer as
employees exempt from the overtime requirements of the Federal Fair
Labor Standards Act (“FLSA”) (other than Leadership
Employees) shall be entitled to receive a cash payment equal to the
sum of the following items: one weeks’ Base Pay for each year
of continuous service (rounded upward to the nearest whole year)
with the Company or any affiliate of the Company and one-half
week’s Base Pay for each $5,000 of Annual Base Pay (rounded
upward to the nearest $5,000); provided, however, that the total
payment called for under this Section 4.1(b) shall be not less
than four (4) weeks’ Base Pay and not more than
fifty-two (52) weeks’ Base Pay, if such employee has
been employed with the Company or any affiliate of the Company for
at least six (6) continuous months. Notwithstanding the
preceding sentence, if a Participant has been employed with the
Company or any affiliate of the Company for less than six
(6) continuous months, then the total payment called for under
this Section 4.1(b) shall be not less than four
(4) weeks’ Base Pay and not more than twelve
(12) weeks’ Base Pay. In determining the years of
continuous service and months of continuous service for these
purposes, no credit shall be given for service with a predecessor
company prior to the Company’s ownership of such company
unless such company is listed on Appendix A to this
Plan.
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(c) Non-exempt Employees.
Participants who are employed in positions
classified by the Employer as of the Separation Date as subject to
the overtime requirements of the FLSA shall be entitled to receive
a cash payment equal to one week’s Base Pay for each year of
continuous service (rounded upward to the nearest whole year) with
the Company or any affiliate of the Company; provided, however,
that such payment shall be not less than four (4) weeks’
Base Pay and not more than fifty-two (52) weeks’ Base
Pay. In determining the years of continuous service for these
purposes, no credit shall be given for service with a pr
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