Exhibit 10.1
Plan Document and
Summary Plan Description
For
TRIMERIS, INC.
SEVERANCE
PAY PLAN
As Amended and Restated
Effective December 3, 2006
INTRODUCTION
Trimeris, Inc. (hereinafter
“the Company”) established this Severance Pay Plan (the
“Plan”) as a discretionary program designed to assist
eligible employees of the Company who are displaced or whose
employment is terminated. Except as expressly provided herein, this
amendment and restatement applies to eligible employees displaced
or terminated on or after November 1, 2006. The primary
purpose of the Plan is to ease the transition to new employment and
to minimize the financial hardship that might result when eligible
employees lose their jobs through no fault of their own.
This Plan Document and Summary Plan
Description describes when you may be eligible for severance
benefits and what amount of benefits you may receive. Please note,
however, that the Administrator of the Severance Pay Plan has full
discretion in determining severance benefits, and the Administrator
may, in its discretion, determine that an otherwise eligible
employee will not receive severance benefits.
You should read this Plan Document
and Summary Plan Description carefully. If you have any questions
about the Plan, you should contact the Administrator (see the
section entitled “Plan Administration”
below).
BECOMING A PLAN
PARTICIPANT
Participation in the Plan is limited
to individuals who are common law employees of the Company, as
reflected on the payroll records of the Company. However, any
Company officer who has entered into a written employment agreement
with the Company is not eligible to participate.
PLAN COST
The Company will pay the entire cost
of all benefits provided under the Plan, solely from its general
assets. The Plan is “unfunded,” and no employee is
required to make any contribution to the Plan.
WHEN SEVERANCE BENEFITS ARE
PAID
Terminations Covered under the
Plan
The Administrator may, in its
discretion, award severance benefits to you under the Plan if the
Company terminates your employment on or after the Plan’s
effective date. You will not have any vested right to severance
benefits unless and until the Administrator awards such benefits to
you and you satisfy all of the conditions for receiving such
benefits.
Terminations Not Covered under
the Plan
The Company will not pay you
severance benefits under this Plan if:
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You retire,
resign, or otherwise voluntarily quit your employment without the
Company’s consent;
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You are a
temporary employee or intern;
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You are an
officer of the Company and your employment is covered by a written
employment agreement with the Company;
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You do not sign
the Severance Election and Release form agreeing to waive all
claims against the Company and certain other parties; or
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The
Administrator otherwise determines, in its discretion, that the
payment of severance benefits is not appropriate.
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In addition, if you have a written
employment or severance contract with the Company, and the contract
provides for the payment of severance, salary continuation or
similar benefits following termination of your employment, you will
not be entitled to benefits under this Plan unless the
Administrator determines that special circumstances warrant
supplementing your benefits under the contract.
Severance or Separation Benefits
under Other Arrangements
The Plan replaces any and all prior
severance pay plans, policies, or practices (written or otherwise)
that existed as of the original effective date of this Plan or may
have existed prior to such effective date. However, if you have a
written employment or severance contract with the Company, this
Plan does not replace or supercede the terms of that
contract.
Any benefits to which you may be
entitled under this Plan are separate from and in addition to
benefits to which you may be entitled under the retirement,
deferred compensation, change in control, fringe benefit and
insurance plans or arrangements maintained by the Company. Your
eligibility for benefits under any such Company plan or arrangement
shall be determined in accordance with the written terms and
provisions of such other plan or arrangement.
Severance Election and Release
Form
Severance benefits under this Plan
are discretionary, and in any event you will not be entitled to any
severance benefits under this Plan unless you sign and return to
the Company the severance election, release and waiver form and do
not revoke your signature. When you sign this form, you will be
giving a complete, binding release and waiver of any and all legal
claims you may have as of the date of the release relating to your
employment with the Company or any related entity. The release and
waiver will cover claims under federal and state law, including but
not limited to:
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claims of
discrimination of any kind, including claims under the Age
Discrimination in Employment Act
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claims of
wrongful discharge, constructive discharge, retaliation or any
other improper conduct occurring during your employment or leading
to termination of your employment
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claims based on
violations of federal or state statutes or other laws or court
decisions or other legal precedents relating in any way to
employment, terms and conditions of employment, or termination of
employment (examples include the Americans with Disabilities Act,
the Age Discrimination in Employment Act, Title VII of the Civil
Rights Act of 1964, the Retaliatory Employment Discrimination Act,
state wage and hour laws, and the Employee Retirement Income
Security Act)
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claims based on
the United States Constitution or any state constitution
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The Administrator shall have
complete discretion to determine the form and content of the
severance election, release and waiver (the “Severance
Election and Release”). The Administrator shall also have
complete discretion to condition the receipt of severance benefits
on compliance with such other covenants as the Administrator deems
necessary or appropriate to protect the reasonable business
interests of the Company, and such covenants may be included in the
Severance Election and Release. Examples of such other covenants
include, but are not limited to, agreements not to compete,
agreements to protect the confidentiality of Company information,
or agreements to respect the patents, trademarks and other
intellectual property of the Company.
If the Administrator determines that
you will be offered severance benefits under this Plan, the
Administrator will give you a copy of the Severance Election and
Release form when your employment is terminated, and will give you
either 21 or 45 days, depending on the circumstances, to decide
whether you want to waive any such claims in return for those
severance benefits. You should consult with an attorney to assist
you in making your decision.
THE AMOUNT AND TIMING OF YOUR
SEVERANCE PAY
Subject to the limitations set forth
herein, the Administrator of the Plan has full and complete
discretion to determine the amount, nature and timing of severance
benefits under this Plan, and the Administrator may, in its
discretion, determine that an otherwise eligible employee will
receive no severance benefits upon the termination of his or her
employment. There is no severance formula entitling you to a
certain amount of severance benefits.
General Rules
Except as expressly provided below,
any severance benefit awarded under the Plan after 2004 will be
paid or otherwise delivered to you in full by the Plan’s
Payment Deadline. The “Payment Deadline” is the later
of:
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March 15
immediately following the end of the calendar year in which the
Administrator offers you a severance award; or
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The 15
th
day of the third month
immediately following the end of the Company’s fiscal year in
which the Administrator offers you a severance award.
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The Company in its sole discretion
may provide the benefit in a single sum or in
installments.
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Normally, severance benefits under the Plan will
not exceed six month’s pay, or one-half the employee’s
annualized Base Salary as of the date of his or her termination of
employment, but the Administrator has the discretion to award a
larger amount. Under no circumstances, however, will severance
benefits under the Plan ever exceed the limitations specified in
subparagraphs (ii) or (iii) of Department of Labor
Regulation Section 2510.3-2(b)(1). “Base Salary”
means your base gross weekly salary, if you are a salaried
employee, or your average weekly wages, if you are not a salaried
employee, determined immediately prior to termination. Base Salary
shall not include bonus or incentive pay, overtime pay, relocation
allowances or the value of any other benefits for which you may be
eligible. If you are not a salaried employee, your average weekly
wages shall be based on your hourly wage rate at termination
multiplied by your average number of hours worked in a week, as
determined by the Administrator in its discretion.
Severance benefits shall be subject
to applicable withholding, including withholding for federal, state
and local income taxes and for FICA.
Amount and Timing of Severance
Benefits Following Involuntary Separation from
Service
The Administrator may extend the
Payment Deadline until the end of the second calendar year
following your termination, but only if:
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Your
termination qualifies as an involuntary separation from service;
and
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The total value
of your severance benefits does not exceed the lesser of
(i) two times the taxable wages paid to you by the Company in
the calendar year prior to y
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