EXHIBIT 10.1
JONES APPAREL GROUP,
INC.
SEVERANCE PLAN AND
SUMMARY PLAN DESCRIPTION
Effective May 31,
2006
(amended September 18, 2008)
The purpose of the Jones Apparel Group, Inc. Severance Plan
("Plan") is to provide severance benefits to eligible employees
whose employment with Jones Apparel Group, Inc. (the "Company") and
all U.S. domestic Subsidiaries and Affiliates of the Company is
terminated involuntarily under the conditions described below.
Except as otherwise provided herein or by the Company in writing
after the effective date hereof, this Plan (i) is the sole
arrangement of the Company regarding Severance-type benefits to
eligible employees and (ii) replaces and supersedes all prior
plans, programs, understandings and arrangements providing
Severance-type benefits to eligible employees.
Notwithstanding anything to the contrary in this Plan, if an
employee is eligible for Severance-type benefits under an
employment or other written agreement with the Employer providing
for Severance-type benefits ("Alternative Benefits"), such employee
shall remain and be eligible for those benefits; provided, that if
the amount of Severance-type benefits to which an employee may be
entitled under such agreement providing for Alternative Benefits
would be greater in the aggregate than the benefits which the
Employee would otherwise be eligible to receive under this Plan,
then the employee shall not receive benefits under this Plan but
instead shall be entitled to receive such Alternative Benefits.
This document contains the official text of the Plan.
Affiliate of any person means another person that
directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such
first person.
Company means Jones Apparel Group, Inc.
Designated Termination Date means the date
specified by an Employer as an employee's last day of active
work.
Employer means the Company and all U.S. domestic Subsidiaries and
Affiliates of the Company.
Person means an individual, corporation,
partnership, limited liability company, joint venture, association,
trust, unincorporated organization or other entity.
Plan Administrator means the Company or such other
person or committee appointed from time to time by the Company to
administer the Plan.
Severance-type benefits means post-termination
compensation under any employment agreement or other written
agreement between the Employer and the employee or other plan or
arrangement maintained by the Employer, other than compensation
that is paid solely as consideration for a covenant not to compete
with the Employer.
Subsidiary of any person means another person, an
amount of the voting securities, other voting rights or voting
partnership interests of which is sufficient to elect at least a
majority of its board of directors or other governing body or, if
there are no such voting interests, more than 50% of the equity
interest of which is owned directly or indirectly by such first
person.
WARN means the Worker Adjustment and Retraining
Notification Act.
The benefits under this Plan are limited to corporate employees,
as well as retail employees employed by Jones Retail Corporation at
the level of District Sales Manager or above, in all instances who
are classified by an Employer as regular full-time employees and
whose regular place of employment is within the United States.
Notwithstanding anything to the contrary, union employees are not
eligible under this Plan.
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INVOLUNTARY TERMINATION OF
EMPLOYMENT
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Involuntary Termination
An employee will be eligible for severance benefits under this
Plan only if the Plan Administrator, in its sole discretion,
determines that the employee's employment has been terminated
involuntarily for any of the following reasons:
-
Reduction in staff or layoff.
-
Position elimination.
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Closure of a business unit.
-
Organization restructuring.
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Such other circumstances as the Plan Administrator deems
appropriate for the payment of severance benefits.
An employee who terminates employment for any reason prior to
his or her Designated Termination Date will not be considered to
have terminated employment involuntarily unless (i) his or her
Employer provides otherwise in writing, or (ii) he or she has been
notified that his or her employment is being terminated due to a
reduction in staff or layoff requiring notice under federal or
state WARN. Such an employee is, however, required to provide two
(2) weeks' prior notice if electing to terminate employment on a
date prior to his or her Designated Termination Date.
Termination of Employment Not Eligible for Severance
Benefits
Unless the Company provides otherwise in writing, an employee
will not be eligible for severance benefits if the Plan
Administrator, in its sole discretion, determines that the
employee's employment is terminated for any of the following
reasons:
-
Resignation or other voluntary termination of employment.
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Failure to return to work upon the expiration of an authorized
leave of absence.
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Death or disability.
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Termination for cause or for behavior prejudicial to the Employer,
as determined by the Plan Administrator in its sole
discretion.
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Termination for gross misconduct or violation of company
policy.
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Termination for poor performance.
An employee who terminates employment for any reason prior to
his or her Designated Termination Date will not be considered to
have terminated employment involuntarily unless (i) his or her
Employer provides otherwise in writing, or (ii) he or she has been
notified that his or her employment is being terminated due to a
reduction in staff or layoff requiring notice under federal or
state WARN. Such an employee is, however, required to provide two
(2) weeks' prior notice if electing to terminate employment on a
date prior to his or her Designated Termination Date.
Other Employment Offer
Unless the Company provides otherwise in writing, or except as
expressly provided in this Plan, an employee will not be eligible
to receive benefits under this Plan if the Plan Administrator, in
its sole discretion, determines that any of the following events
has occurred prior to the employee's Designated Termination
Date:
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The employee has been offered, but has refused to accept, a
suitable position with the Company or any of its Subsidiaries or
Affiliates; OR
-
The employee's employment is being terminated in connection with a
sale or transfer, merger, establishment of a joint venture, or
other corporate transaction, and the employee has been offered a
suitable position by the successor employer; OR
-
The employee's employment is being terminated in connection with
the "outsourcing" of operational functions and he or she has been
offered a suitable position by the outsourcing vendor.
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CONDITIONS FOR PAYMENT OF SEVERANCE
BENEFITS
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An employee who is involuntarily terminated will not receive
severance benefits under this Plan unless the Plan Administrator,
in its sole discretion, determines that the employee has satisfied
all of the following conditions:
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Work Until Last Day Designated
The employee must continue to be actively at work through his or
her Designated Termination Date or such earlier date as may be
specified by his or her Employer in writing, unless the employee is
absent due to vacation, temporary layoff, or an approved absence
from work (including leave under the Family and Medical Leave
Act).
This section does not apply to employees whose employment is
being terminated due to a reduction in force or layoff requiring
notice under federal or state WARN. Such employees are required,
however, to provide two (2) weeks' prior notice.
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Execution of Release and Other Separation
Documents
The employee must execute and deliver to the Company, within the
period of time specified by the Company, an agreement in a form
satisfactory to the Company containing a general release of claims
in favor of the Company and such other terms and provisions as may
be determined by the Company in its sole discretion.
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Return of Company Property and Settlement of Expenses
The employee must return all company property and satisfactorily
settle all expenses owed to the Company and any of its Subsidiaries
or Affiliates.
The severance benefits to be provided to an eligible employee
will be determined in accordance with the Severance Benefit
Guidelines attached to this Plan subject to the reductions set
forth below; provided, that the Company has the right, in its sole
discretion, and on a case-by case basis, to determine the amount of
severance benefits to be provided to an eligible employee.
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Reduction for Other Severance Benefits
In the event that an employee
·
is entitled to receive Severance-type benefits under
another plan or arrangement maintained by the Employer, or
·
is covered by an employment agreement or other written
agreement with the Employer providing for Severance-type
benefits,
then the severance benefits payable to the employee under this
Plan will be reduced by the amount of Severance-type benefits
payable to the employee under such other plan, arrangement or
agreement, unless the Company provides otherwise in writing. For
the avoidance of doubt, if the Severance-type benefits payable
under such other plan, arrangement or agreement are greater in the
aggregate than the severance benefits payable to the employee under
this Plan, then the employee shall not receive benefits under this
Plan, and shall instead receive the Severance-type benefits under
such other plan, arrangement or agreement.
The following rules apply if an employee is reemployed by the
Company or any of its Subsidiaries, Affiliates or successors.
·
Right to Terminate Benefits
Notwithstanding anything in this Plan to the contrary, in the
event that an employee is reemployed before the completion of the
scheduled payment of severance benefits, then an Employer shall
have the right to terminate the benefits payable under this Plan at
any time.
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·
Repayment of Severance Pay
In the event that an employee is offered reemployment within
thirty (30) days after payment of his or her severance pay has
commenced and subsequently accepts reemployment, then the employee
shall repay to the Company the full amount of severance pay that he
or she has received under this Plan.
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RIGHT TO TERMINATE BENEFITS
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Notwithstanding anything in this Plan to the contrary, in the
event that the Plan Administrator determines that an employee has
breached any of the terms and conditions set forth in any agreement
executed by the employee as a condition to receiving benefits under
this Plan, including, but not limited to, the general release of
claims, then the Company shall have the right to terminate the
benefits payable under this Plan at any time.
The Company shall withhold such amounts from payments under this
Plan as it determines necessary to fulfill any federal, state, or
local wage or compensation withholding requirements.
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No Right to Continued Employment
Neither the Plan nor any action taken with respect to it shall
confer upon any person the right to continue in the employ of the
Company or any of its Subsidiaries or Affiliates.
Benefits under the Plan may not be anticipated, assigned or
alienated.
The Company will make all payments under the Plan, and pay all
expenses of the Plan, from its general asset