(ii) 除非計劃管理員另有決定,否則本計劃將是關於員工終止僱傭時可提供福利的唯一計劃、協議或安排,並取代僱主關於分離福利或加速歸屬福利的所有先前協議、安排或相關通信,無論是正式的還是非正式的,書面的或口頭的。儘管如此,公司的股權計劃及任何適用的獎勵協議的條款將繼續規範任何股權獎勵的條款,且任何相關的待遇將繼續適用於該等股權獎勵,前提是該待遇優於本計劃中規定的待遇。
僱主的任何其他計劃、項目或安排(或根據適用法律或法規要求的任何離職補償或代通知工資,包括根據1988年工人調整和再培訓通知法案或州法律對應條款所收到的任何工資和福利(合稱“WARN”)或任何類似的州或地方法規、規則或條例,或在被僱主通知終止其僱傭的情況下,遵循WARN或任何類似的州或地方法規、規則或條例的任何休假期間的工資或福利(“WARN休假工資}”). If, notwithstanding Section 5(c)(ii), a Covered Employee has a right to payments or benefits under any other plan, program or arrangement of the Employers or any severance or pay in lieu of notice required by applicable law or regulation in connection with a Terminating Event that duplicate the Severance Benefits under this Plan, the Severance Benefits under this Plan shall be reduced, dollar for dollar, by the amount of the duplicate payment(s) and benefit(s). The benefits provided under this Plan are intended to satisfy, in whole or in part, any and all statutory obligations that may arise out of a Covered Employee’s termination of employment, and the Company shall so construe and enforce the terms of this Plan. The Plan Administrator’s decision to waive all or a portion of such reductions to the Severance Benefits of one employee and the amount of such reductions shall in no way obligate the Plan Administrator to waive the same reductions in the same amounts to the Severance Benefits of any other employees, even if similarly situated. Such reductions may be applied on a retroactive basis, with Severance Benefits previously paid being re-characterized as payments pursuant to a statutory obligation of an Employer.
(d) 釋放. No Severance Benefits shall be made to or on behalf of a Covered Employee unless he or she provides a signed release of employment-related and other claims in such form as the Plan Administrator may require (the “發佈”). The Release will include specific information regarding the amount of time the Covered Employee will have to consider the terms of the Release and return the signed agreement to the Company and will also include the Covered Employee’s agreement to the provisions of Section 6 of the Plan. In no event will the period to return the Release be longer than 55 days, inclusive of any revocation period set forth in the release, following the Covered Employee’s Date of Termination.
(e) 無減輕責任. A Covered Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Covered Employee by the Employers under this Plan. Further, the amount of any payment provided for in this Plan shall not be reduced by any compensation earned by the Covered Employee as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Covered Employee to the Employers, or otherwise.
合同條款、購買歷史、價格和成本、發明、想法、流程、配方、數據、程序、其他著作、專有技術、改進、發現、開發、設計、技巧,以及公司或其他第三方(將此類信息委託給公司及其附屬機構)的其他專有或保密信息,以及公司或任何附屬機構根據法律、合同或其他要求必須保持保密的任何信息,以及其副本和衍生物(“機密信息”); provided, however, Confidential Information does not include information that (A) is or becomes known to the public, other than as a result of the Covered Employee’s disclosure in violation of this Plan or of any other person’s breach of a legal or contractual obligation to the Company or its affiliates, or (B) was demonstrably known by the Covered Employee prior to his or her employment with the Company or its affiliates and not as a result of anyone else’s breach of a legal or contractual obligation. In consideration for the benefits provided in this Plan, at all times prior to and following the Covered Employee’s Date of Termination, a Covered Employee shall not use or disclose any Confidential Information for any reason or purpose whatsoever. In the event a Covered Employee is required by law or legal process to disclose any Confidential Information, the Covered Employee shall provide prompt written notice of such (within 5 business days) to the Company’s Human Resources Department and cooperate with the Company so that legal protection for the Confidential Information may be sought. In the event that such protection is not obtained, the Covered Employee’s compliance with the non-disclosure provisions of this Section 6 shall be waived only to the extent required to comply with such law or legal process, and the Covered Employee will make best efforts to ensure that confidential treatment will be accorded to any Confidential Information being disclosed.
(ii) As a condition to receiving any benefits under the Plan, a Covered Employee must return to the Company all Company documents (and all copies thereof) and other Company property that he or she had in his or her possession at any time, including but not limited to Company files, notes, drawings, records, business plans and forecasts, financial information, specification, computer-recorded information, tangible property (including, but not limited to, computers, laptops, pagers, etc.), credit cards, entry cards, identification badges and keys and any materials of any kind which contain or embody any Confidential Information of the Company and its affiliates (and all reproductions thereof). A Covered Employee shall be required to confirm his or her compliance with this clause (ii) in writing as a condition to his or her receipt of benefits under this Plan.
(ii) 可以提交與其索賠利益相關的書面意見、文件、記錄或其他信息; 和/或可以請求聽證,計劃管理者可以自行決定是否允許。計劃管理者應迅速做出審查決定,最遲不得晚於計劃管理者收到索賠人的書面審查請求後的60天。如果計劃管理者判斷特殊情況需要延長處理索賠的時間,則應在初始60天期限結束前向索賠人提供書面延長通知。在任何情況下,該延長不得超過初始60天期限結束後的60天。延長通知應指明需要延長時間的特殊情況以及計劃管理者預計做出利益判定的日期。在做出決定時,計劃管理者應考慮索賠人提交的所有意見、文件、記錄和其他信息,無論這些信息是否在初始利益判定中提交或考慮。決定必須以索賠人能夠理解的方式書寫,並且必須包含:
(e) 勝訴方. The Employers shall pay to the Covered Employee, within 45 days of prevailing in the enforcement action, all reasonable legal and mediation fees and expenses incurred by the Covered Employee in obtaining or enforcing any right or benefit provided by this Plan, except in cases
13
involving frivolous or bad faith litigation initiated by the Covered Employee, provided, however, that all such reimbursements must be made no later than the last day of the third calendar year that begins after the Date of Termination.
18. Source of Payments. All amounts payable hereunder will be paid from the general funds of the Employer; no separate fund will be established under the Plan; and the Plan will have no assets. Any right of any person to receive any payment under the Plan will be no greater than the right of any other unsecured creditor of the Employer.
19. Benefits Not Transferable. Except as may be required by law, no benefit eligible to be payable under this Plan to any Covered Employee shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to alienate, sell, transfer, assign, pledge, encumber or charge all or any part of the benefit shall be void; provided, however, that if a terminated Covered Employee dies before the end of the period over which such Covered Employee is entitled to receive Severance Benefits under this Plan, the Severance Benefits payable hereunder shall be paid to the estate of such Covered Employee or to the person or legal entity who acquired the rights to such benefits by bequest or inheritance (the “受益人除法律另有規定外,任何福利都不得以任何方式受任何受益員工的債務、合同、責任、義務或侵權行爲的影響,也不得因受益員工而受到扣押或法律程序的處理,且在本計劃下不予承認。