展品10.1
ati inc
修訂後的高管離職福利計劃
2024年9月19日通過
第一條
計劃名稱、目的和生效日期
1.1 計劃名稱ati inc公司（連同其附屬公司，如本計劃中定義的）特此設立一項離職福利計劃，適用於符合條件的員工（如本計劃中定義），即ATI公司高管離職福利計劃（以下簡稱"計劃"），具體內容如本文件所述。 計劃旨在作爲1974年修訂的《退休金安全保障法》第3(1)條所規定的員工福利計劃資格。
1.2 計劃目的該計劃的目的是爲計劃參與人員（如本計劃所定義）在經公司發起無故解僱造成離職時提供一項補償福利。該計劃並非旨在取代或替代該計劃生效日期之前或之後任何人員與公司簽訂的任何保密協議或競業禁止協議。
1.3 生效日期。計劃自2024年2月21日起生效。
第二條
定義
2.1 定義當本計劃中出現以下單詞和短語時，除非上下文明確說明，否則它們應具有下文所述的各自含義：
(a)應用程序年度績效計劃或任何後繼計劃。
(b) 基本工資在合格員工離職時，其當前規定年度費率的基本工資。爲明晰起見，基本工資不包括加班工資、現金或股權獎金或任何其他短期或長期激勵性補償，或對任何合格員工的其他補償。
(c) 董事會公司的董事會。
(d) 原因任何終止僱傭關係的情況被公司自行裁定爲因有正當理由的終止，這可能包括但不限於：(i)績效終止；(ii)符合資格的僱員在履行任何職責時疏忽職務或行爲不端；(iii)無故或法律未保護的缺勤或放任職責；(iv)違反公司的業務行爲道德準則或其他公司規定或政策的規定或拒絕遵守；或(v)不端行爲，包括但不限於，從事不忠於公司、欺詐、不誠實、不道德或非法行爲，或者委員會認定會損害公司利益的行爲。
(e) 根據1985年《綜合預算和補救法》的規定選擇的醫療繼續保險。
(f) 法規: 1986年修訂的《內部稅收法典》，並根據有效的規定或頒佈的裁決進行解釋。
(g) 委員會董事會的薪酬和領導發展委員會，或其任何繼任委員會。
(h) 相當職位：向符合條件的僱員提供的職位，包括但不限於由公司或公司任何部分在任何合併、重組、出售、分拆或其他處置中的任何繼任實體向符合條件的僱員提供的職位，在本計劃下將被視爲相當職位，除非委員會在其唯一決定權中決定： (i) 在向符合條件的僱員提供職位時，其薪酬存在實質減少，對比向其提供的總目標年薪酬與其在提供該職位的日期確定的總目標年薪酬相比； (ii) 僱員必須實施該職位所需服務的地理位置，距離僱員在提供該職位的日期確定的工作地點50英里或更遠；或 (iii) 向符合條件的僱員提供的職位實施意味着其頭銜、權威、職責或權利存在實質減少。 關於是否將向僱員提供的職位視爲本計劃下的相當職位的確定將由委員會決定。 委員會就是否向符合條件的僱員提供相當職位作出的任何該決定將對所有符合條件的僱員和其他在本計劃下主張權利的人員具有最終和結論性效力，但須遵守本計劃第五條所述的索賠程序。
(i) 生效日期。2024年2月21日。
(j) 符合條件的僱員公司的CEO和其他在公司正常工資單上的高管。對於本款，"在正常工資單上" 應指由公司的工資部門支付，並應排除被公司分類爲間歇性或臨時的員工以及被公司分類爲獨立承包商的人，無論這些員工或人在任何政府機構、機構或法院，無論是聯邦、州級或地方、國內還是國外如何被任何政府機構、機構或法院分類。
(k) 參與者符合條件的員工已經符合根據第三條獲得離職福利的資格要求。
(l) 績效終止：公司將任何被歸類爲由公司視爲履行職責不滿意或無法達到職位要求的終止與公司的僱傭關係。
(m) 計劃年度：從1月1日到12月31日的十二個日曆月的時期。
(n) 服務終止與公司終止僱傭關係。
(o) 離職福利根據本協議第四條規定，向參與者提供的遣散費、COBRA、外包服務和員工援助計劃服務。
(p) 分流薪酬根據本條款，向參與者進行薪酬繼續支付。
(q) 「財政部條例」是指根據《稅收法典》頒佈的所有擬議、臨時和最終條例，這些條例可能會不時修訂（包括後續條例的相應規定）。任何公司實體根據美國各州的法律設立，其50%或更多表決權證券或其他權益由公司直接或間接擁有，有權投票選舉一個或多個經理或董事，或代表股權所有權。
(r) 年度目標總報酬：符合條件員工的基本工資總和，加上（i）該符合條件員工在APP下的當前目標機會，和（ii）該符合條件員工最近的常規年度長期激勵獎項授予當日目標價值合計。
第三章
適用於獎勵的規則。所有獎勵。獎勵條款。管理員將確定所有獎勵的條款，但受此處提供的限制約束。通過接受（或根據管理員所規定的規則被視爲已經接受）獎勵，參與者將被視爲已同意獎勵條款和計劃條款。儘管計劃中的任何規定與此相反，但在收購中轉換、替換或調整的收購獎勵可能包含與此處指定的條款不一致的條款和條件，由管理員確定。
3.1 參與根據委員會確定的情況，被公司自發分離的符合條件的員工將成爲參與者，無論參與者是否符合退休資格或在公司維護的任何其他計劃或計劃下的其他身份（a）前提是該符合條件的員工簽署、交付並在任何適用的撤銷期限內不撤銷《第3.3款》規定的機密分離和解除協議，和（b）自任何此類撤銷期限的到期之日起生效。爲了明確起見，符合條件的員工應被視爲 沒有 被公司提出的任何社區分離服務的員工（因此，不得爲參與者）如果該符合條件的員工被提供或已經被提供了一份相當的職位。
3.2 Duration. A Participant remains a Participant under the Plan until the earliest of:
(a)the date the Participant is no longer entitled to receive any further Severance Benefits under Article IV; or
(b) the date the Plan terminates.
3.3 Confidential Separation and Release Agreement. No Eligible Employee shall be deemed a Participant entitled to receive Severance Benefits hereunder unless such Eligible Employee (a) executes and delivers a Separation and Release Agreement (the “Agreement”), in the form required by the Company, within 30 days following termination or such other period specified for such individual by the Company and (b) does not revoke such Agreement in writing within the 7-day period (or any other applicable revocation period) following the date on which it is executed and delivered.
3.4 Change in Control Agreements. Nothing in this Plan is intended to modify or supersede any Change in Control or similar agreement between the Company and any Eligible Employee or
any other employee, the terms and conditions of which shall be controlling following any Change in Control as defined therein, in lieu of the provisions of the Plan.
ARTICLE IV
SEVERANCE BENEFITS
4.1 Severance Benefits. Each Participant shall receive the following Severance Benefits: :.
(a)Severance Pay. A Participant shall be entitled to Severance Pay equal to two times the Participant’s Base Salary, provided the Participant has been a full-time employee of the Company for at least 12 consecutive months prior to such Participant’s Separation from Service, provided, further, that in the discretion of the Company’s Chief Executive Officer, a Participant who has been employed for less than 12 consecutive months prior to such Participant’s Separation from Service may be offered Severance Pay in an amount not exceeding the amount such Participant would otherwise have been entitled hereunder had the Participant been so employed.
(i.)Unless otherwise specified by the Committee, Severance Pay shall be paid in approximately equal increments for a period of 24 months according to the Company’s regular payroll schedule, beginning with the first full payroll period applicable to the Participant following the date on which they became a Participant; provided, however, if the period for executing, delivering and non‑revocation of the Agreement under Section 3.3 spans two calendar years, the first payment shall be made in the second calendar year.
(ii.) The Severance Pay determined pursuant this section will be offset by any amount paid to a Participant (but not less than zero) pursuant to the Worker Adjustment and Retraining Notification Act (“WARN”), or any similar state or other law, in lieu of notice thereunder. The benefits provided under this Plan are intended to satisfy any and all statutory obligations that may arise out of a Company-initiated Separation from Service, and the Committee shall so construe and implement the terms of the Plan.
(iii.) If, at the time Severance Pay is to be made hereunder, a Participant is indebted or obligated to the Company or any affiliate, then such Severance Pay shall be reduced by the amount of such indebtedness or obligation to the extent allowable under applicable federal or state law, provided that the Company may in its sole discretion elect not to reduce the Severance Pay by the amount of such indebtedness or obligation and provided that any such election by the Company shall not constitute a waiver of its claim of such indebtedness or obligation, in accordance with applicable law.
(iv.) Severance Pay hereunder shall not be considered “compensation” for purposes of determining any benefits provided under any pension, savings, or other benefit plan maintained by the Company.
(b) Continuation of Coverage Under the Company’s Medical Plan. Provided that the Participant has timely elected, and he and/or any of his current dependents remains eligible for COBRA, the Company will reimburse the Participant or make COBRA continuation payments for medical coverage on behalf of the Participant, as appropriate, from the Participant’s Separation from Service until the earlier of (i) the first anniversary of the Participant’s Separation from Service or (ii) such time as Executive otherwise becomes Medicare-eligible. The Participant shall be responsible for any additional months of COBRA coverage elected beyond the months of COBRA provided by the Company under this Plan. The Participant may also enroll in other applicable COBRA coverage (e.g. dental and/or the health care spending accounts); however, the Participant shall be responsible for and must pay the COBRA premium for such coverage.
(c) Outplacement Services. Up to six months of outplacement services will be provided by a designated service provider, provided that the aggregate cost thereof shall not exceed $25,000 and provided, further, that such services are used within one year of the Participant’s Separation from Service. Services shall be paid by the Company directly to the outplacement service provider upon documentation of the expenditure.
(d) Incentive Compensation Programs. Nothing in this Plan is intended to modify or supersede the terms and conditions of the Company’s short or long term incentive compensation programs, including without limitation the APP, the Company’s 2022 Incentive Plan or any successor plan thereto and any award agreements governing the terms and conditions of any award thereunder.
4.2 Withholding. A Participant shall be responsible for payment of any federal, Social Security, state, local or other taxes on Severance Benefits under the Plan. The Company shall deduct from Severance Pay any federal, Social Security, state, local or other taxes which are subject to withholding, as determined by the Company.
4.3 Forfeiture, Recoupment and Recovery of Overpayments. If it is determined that any amount paid to an individual under this Plan should not have been paid or should have been paid in a lesser amount, written notice thereof shall be given, and such individual shall promptly repay the amount of the overpayment to the Plan. Notwithstanding the foregoing, the Plan in all cases reserves the right to pursue collection of any remaining overpayments if the above recovery efforts under this paragraph have failed.
Without limiting the foregoing, if, following a Participant’s Separation from Service for a reason other than the Participant’s termination for Cause, the Company discovers facts that such Participant’s Separation from Service could have been for Cause, such Participant’s Separation from Service will be deemed to have been for Cause for all purposes, and as a result, (a) the Company will cease payment of any benefit otherwise payable to the Participant under the Plan and (b) the Participant will be required to repay to the Company all cash amounts received under the Plan that would not have been payable to such Participant had such Separation from Service been a termination for Cause under Section 3.1 above.
Further, all amounts to which a Participant is entitled under this Plan shall be subject to forfeiture and/or repayment to the Company to the extent and in the manner required (i) to
comply with any requirements imposed under applicable laws, regulations, stock exchange listing rules or other rules; (ii) under the terms of the ATI Inc. Executive Compensation Recovery Policy, or other similar policy, to the extent applicable to the Participant, or under any other policy or guideline adopted by the Company for purposes of fraud prevention, governance, avoidance of monetary or reputational damage to the Company and its affiliates or similar reasons, whether or not such policy or guideline was in place at the time the Participant becomes eligible to participate in this Plan (and such requirements shall be deemed incorporated into this Plan without the consent of the Participant).
ARTICLE V
PLAN ADMINISTRATION
5.1 Powers. The Committee shall have all such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the power to construe or interpret the Plan, to determine all questions of eligibility hereunder, and to perform such other duties as may from time to time be delegated to it by the Board. The Committee may designate an individual Plan Administrator (“Plan Administrator”) to assist in the execution of its obligations with respect to the Plan. If the Committee does not expressly designate a separate Plan Administrator, the Committee shall, for purposes of this Plan, be deemed the Plan Administrator. Any interpretations of this Plan by persons other than the Committee or individuals or organizations to whom the Committee has delegated administrative duties shall have no effect hereunder.
5.2 Decisions. All decisions of the Committee shall be uniformly and consistently applied to all Eligible Employees and Participants under this Plan in similar circumstances and shall be conclusive and binding upon all persons affected by them.
5.3 Books and Records. The records of the Company shall be conclusive evidence as to all information contained therein with respect to the basis for participation in the Plan and for the calculation of Severance Benefits.
5.4 Claim Procedure. The Committee procedure for handling all claims hereunder and review of denied claims shall be consistent with the provisions of ERISA. If a claim for Plan benefits is denied, the Committee shall provide a written notice within 90 days to the person claiming the benefits that contains the specific reasons for the denial, specific references to Plan provisions on which the Committee based its denial and a statement that the claimant may (a) request a review upon written application to the Committee within 60 days, (b) may review pertinent Plan documents and (c) may submit issues and comments in writing. If a claim is denied because of incomplete information, the notice shall also indicate what additional information is required. If additional time is required to make a decision on the claim, the Committee shall notify the claimant of the delay within the original 90-day period. This notice will also indicate the special circumstances requiring the extension and the date by which a decision is expected. This extension period may not exceed 90 days beyond the end of the first 90-day period.
The claimant may request a review of a denied claim by writing the Committee in care of the Chief Human Resources Officer or Chief Legal Officer (the “Appeal Committee”). The appeal must, however, be made within 60 days after the claimant's receipt of notice of the denial of the claim. Pertinent documents may be reviewed in preparing an appeal, and issues and comments may be submitted in writing. An appeal shall be given a complete review by the
Appeal Committee, and a written decision shall be provided within 60 days, including reasons for such denial, a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents and information relevant to the Participant’s appeal, and a statement of the Participant’s right to bring an action under Section 502(a) of ERISA. If there are special circumstances requiring an extensive review, the Appeal Committee shall notify the claimant in a written notice within the original 60-day period of its receipt of the appeal and indicating that the decision will be delayed. A final decision on the appeal shall be made within 120 days of the Appeal Committee's receipt of the appeal. No legal actions may be brought on a claim more than one year after the Appeal Committee issues its final decision on the claim.
The Committee and the Appeal Committee shall have all of the authority with respect to all aspects of claims for benefits under the Plan, and it shall administer this authority in its discretion.
5.5 Committee Discretion. Any action on matters within the discretion of the Committee, including but not limited to, the amount of Severance Pay or other Severance Benefits conferred upon a Participant, shall be final and conclusive as to all Eligible Employees and other persons claiming rights under the Plan. The Committee shall exercise all of the powers, duties and responsibilities set forth hereunder in its sole discretion. Notwithstanding anything in this Plan to the contrary, the Committee shall have the sole discretion to interpret the terms of the Plan included but not limited to, whether a Separation from Service is Company-initiated, whether an Eligible Employee’s Separation from Service is for Cause or whether a Participant could have been terminated for Cause, whether an Eligible Employee is offered a Comparable Position, and whether any Severance Benefit shall be payable to any Eligible Employee under this Plan.
5.6 Plan Amendments. The Committee may from time to time modify, alter, amend or terminate the Plan. Any action permitted to be taken by the Board under the foregoing provision may be taken by the Company’s Chief Human Resources Officer if such action is required by law. Any action taken by the Committee shall be made by or pursuant to a resolution duly adopted by the Committee and shall be evidenced by such resolution. The Committee also shall have the right to make any amendment retroactively which is necessary to bring the Plan into conformity with the Code or other applicable law. Any such amendment will be binding and effective for the Company.
5.7 Delegation of Duties. This Plan is sponsored by ATI Inc. The Committee reserves the right to delegate any and all administrative duties to one or more individuals or organizations. Any reference herein to any other entity or person, other than the Committee or any of its members, which is performing administrative services shall also include any other third-party administrators. The responsibilities of any third-party administrator may be governed, in part, by a separate administrative services contract.
ARTICLE VI
LIMITATIONS AND LIABILITIES
6.1 Non-Guarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between the Company and any Eligible Employee or Participant, or as a
right of any Eligible Employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any Eligible Employee with or without Cause. Nor shall anything contained in this Plan affect the eligibility requirements under any other plans or programs maintained by the Company, nor give any person a right to coverage under any other plan or program.
6.2 Non-Alienation. Except as otherwise provided herein, no right or interest of any Participant in the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, attachment, garnishment, execution, levy, bankruptcy, or any other disposition of any kind, either voluntary or involuntary, prior to actual receipt of payment by the person entitled to such right or interest under the provisions hereof, and any such disposition or attempted disposition shall be void.
6.3 Applicable Law. This Plan is construed under, to the extent not preempted by federal law, enforced in accordance with and governed by the laws of the Commonwealth of Delaware. If any provision of this Plan is found to be invalid, such provision shall be deemed modified to comply with applicable law and the remaining terms and provisions of this Plan will remain in full force and effect.
6.4 Notice. Any notice given hereunder is sufficient if given to the Eligible Employee by the Company, or if mailed to the Eligible Employee to the last known address of the Employee as such address appears on the records of the Company.
6.5 Service of Process. The Plan Administrator shall be the designated recipient of the services of process with respect to legal actions regarding the Plan.
6.6 No Guarantee of Tax Consequences. The Company makes no commitment or guarantee that any amounts paid to or for the benefit of a Participant under this Plan will be excludable from the Participant's gross income for federal, Social Security, or state income tax purposes, or that any other federal, Social Security, or state income tax treatment will apply to or be available to any Participant. It shall be the obligation of each Participant to determine whether each payment under this Plan is excludable from the Participant's gross income for federal, Social Security, and state income tax purposes, and to notify the Plan Administrator if the Participant has reason to believe that any such payment is not so excludable. This Plan is intended to be compliant with Section 409A of the Code and the guidance promulgated thereunder to the extent subject thereto or be exempt therefrom and, accordingly, to the maximum extent permitted the Plan shall be interpreted and administered to be in compliance therewith. Any payments provided under the Plan that are payable within the short-term deferral period or subject to any exceptions as defined or provided in Section 409A of the Code shall not be treated as deferred compensation unless otherwise required by applicable law. To the extent a Participant would otherwise be entitled to any payment under this Plan, or any plan or arrangement of the Corporation or its affiliates, that constitutes “deferred compensation” subject to Section 409A payable by reason of separation from service, and that if paid or provided during the six months beginning on the date of termination of a Participant’s employment would be subject to the Section 409A additional tax because the Participant is a “specified employee” (within the meaning of Section 409A and as determined by the Company) the payment will be paid (or will commence being paid, if applicable) to the Participant on the earlier of the six month anniversary of the Participant’s date of termination or the Participant’s death. Each payment made under this
Plan shall be deemed to be a separate payment. Notwithstanding any other provision of this Plan, the Company and the Committee shall administer and interpret the Plan, and exercise all authority and discretion under the Plan, to satisfy the requirements of Code Section 409A and the guidance promulgated thereunder and any noncompliant provisions of this Plan will either be void or deemed amended to comply with Section 409A of the Code and the guidance promulgated thereunder.
6.7 Limitation of Liability. Neither the Company, the Plan Administrator, nor the Committee shall be liable for any act or failure to act which is made in good faith pursuant to the provisions of the Plan, except to the extent required by applicable law. It is expressly understood and agreed by each Eligible Employee who becomes a Participant, by virtue of their participation in the Plan, that, except for its or their willful misconduct or gross negligence, neither the Company, the Plan Administrator nor the Committee shall be subject to any legal liability to any Participant, for any cause or reason whatsoever, in connection with this Plan, and each such Participant hereby releases the Company, its officers and agents, and the Plan Administrator, and its agents, and the Committee, from any and all liability or obligation except as provided in this paragraph.