THE ALLEN GROUP INC. MASTER DISCRETIONARY
SEVERANCE PAY PLAN
The Allen Group Inc. hereby amends and completely restates effective
January 1, 1993 its employee benefit plan entitled "The Allen Group Inc. Master
Discretionary Severance Pay Plan."
Section 1.1. Purpose. The purpose of this Plan is to ease the economic
stress of loss of employment during a period of involuntary unemployment by
providing Eligible Employees with Severance Pay in accordance with the
provisions hereinafter set forth. This Plan document amends and completely
restates all prior severance or termination plans or practices previously
applicable to Eligible Employees as of the Effective Date.
Section 2.1 Definitions. When used in this Plan, the following words and
phrases have the following respective meanings unless the context clearly
(1) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(2) "Company" shall mean The Allen Group Inc.
(3) "Compensation" shall mean an amount determined by the Employer, in
its sole and absolute discretion, for purposes of the limitation on
the amount of Severance Pay under Section 4.1.
(4) "Effective Date" shall mean January 1, 1993.
(5) "Eligible Employee" shall mean any individual who is an employee of
an Employer and who is designated, or is included in a group
employees that is designated, by his Employing Unit as eligible for
participation in the Plan.
(6) "Employer" shall mean (a) the Company or (b) any other entity that is
a member of the Company's controlled group (as such term is defined
in Section 414(b) or
414(c) of the Code) that has adopted the Plan with the consent of the
(7) "Employing Unit" means any department, division or other local unit
of an Employer with supervisory authority over employees of the
Employer, provided that an Employer may determine that it shall be
considered the Employing Unit of all of its employees for purposes of
(8) "Human Resources Department" shall mean an Employing Unit's human
resources or personnel department, or the department of an Employing
Unit that is responsible for that Employing Unit's human resources
(9) "Plan" shall mean "The Allen Group Inc. Master Discretionary
Employees Severance Pay Plan".
(10) "Qualifying Termination" shall mean a termination of an Eligible
Employee's employment with his Employer that results in the payment
of Severance Pay.
(11) "Severance Pay" shall mean amounts payable pursuant to Section 4.1
hereof. Severance Pay may consist of cash payments, an extension of
welfare benefits or a combination of both, and may be fixed or
discretionary, all as determined by an Employing Unit pursuant to
Section 4.1 hereof.
Section 2.2. Gender and Number. The masculine gender whenever used herein
shall refer to and include the feminine gender, and the singular number shall
include the plural and vice versa, unless otherwise clear from the context.
Section 3.1. Method of Funding. The Employers shall pay Severance Pay
from their current operating funds. No property of the Employers is or shall
be, by reason of this Plan, held in trust for any employee of an Employer, nor
shall any person have any interest in or any lien or prior claim upon any
property of the Employers, by reason of this Plan or the Employers' obligation
to make payments hereunder. Eligible Employees entitled to Severance Pay
hereunder shall be mere unsecured creditors of their Employers.
Calculation and Payment of Severance Pay
Section 4.1. Severance Pay. The terms and conditions of the Plan, and the
Severance Pay payable hereunder, with respect to various groups of Eligible
Employees, shall be determined by the Employing Units. Any Employing Unit
choosing to provide benefits under the Plan to its Eligible Employees shall
notify the Company in writing of the terms and conditions of the program adopted
by such Employing Unit, the employees eligible therefor and other pertinent
details, and shall provide the Company copies of all relevant documents,
including, without limitation, policy or similar documents and employee
communications adopted or distributed in connection with such program. All of
such documents shall be considered as part of, or as relating to, the Plan as a
whole, notwithstanding any designation or description therein of any such
employing unit's program as a separate "plan," "program," "policy" or similar
arrangement. All Employing Units' programs shall constitute together the Plan.
Notwithstanding the foregoing, an Eligible Employee's receipt of Severance Pay
generally shall be conditioned upon the Eligible Employee's effective execution
and delivery of a written release of all claims that the Eligible Employee may
have against any Employer or Employing Unit, provided, however, that each
Employing Unit shall have the authority, in its discretion, to waive this
requirement of a written release in appropriate circumstances.
Administration of Plan
Section 5.1. (a) In General. The Plan administrator shall be the
Company, which also shall be the named fiduciary under the Plan. However, each
Employing Unit shall have sole and absolute discretion to interpret where
necessary all provisions of the Plan relating to its Eligible Employees
(including, without limitation, by supplying omissions from, correcting
deficiencies in, or resolving inconsistencies or ambiguities in, the language of
the Plan), to determine the rights and status under the Plan of its Eligible
Employees, to resolve questions or disputes arising under the Plan relating to
its Eligible Employees and to make any determinations with respect to the
benefits payable hereunder to its Eligible Employees as may be necessary for the
purposes of the Plan. Without limiting the generality of the foregoing, each
Employing Unit is hereby granted the authority (i) to determine whether a
particular employee is an "Eligible Employee" under the Plan, (ii) to determine
whether a particular termination of employment constitutes a Qualifying
Termination, and (iii) to determine the amount, form and duration of an Eligible
Employee's Severance Pay for purposes of the Plan. An Employing Unit's
determination of the rights of any employee or
former employee hereunder shall be final and binding on all persons, subject
only to the claims procedures outlined in Section 5.3 hereof.
(b) Delegation of Duties. Each Employing Unit may delegate any of its
administrative duties, including, without limitation, duties with respect to the
processing, review, investigation, approval and payment of Severance Pay, to a
named administrator or administrators.
Section 5.2. Regulations. Each Employing Unit shall promulgate any rules
and regulations it deems necessary in order to carry out the purposes of the
Plan or to interpret the provisions of the Plan with respect to its Eligible
Employees; provided, however, that no rule, regulation or interpretation shall
be contrary to the provisions of the Plan. The rules, regulations and
interpretations made by an Employing Unit shall, subject only to the claims
procedure outlined in Section 5.3 hereof, be final and binding on all persons.
Section 5.3. Claims Procedure. Each Employing Unit shall determine the
rights of any Eligible Employee or former Eligible Employee of such Employing
Unit to any Severance Pay hereunder. Any Eligible Employee or former Eligible
Employee of an Employing Unit who believes that he is entitled to receive
Severance Pay, including Severance Pay other than that initially determined by
his Employing Unit, may file a claim in writing with the Employing Unit's Human
Resources Department. The Employing Unit shall, no later than 90 days after the
receipt of a claim (plus an additional period of 90 days if required for
processing, provided that notice of the extension of time is given to the
claimant within the first 90 day period), either allow or deny the claim in
writing. If a claimant does not receive written notice of the Employing Unit's
decision on his claim within the above-mentioned period, the claim shall be
deemed to have been denied in full.
A denial of a claim by an Employing Unit, wholly or partially, shall be
written in a manner calculated to be understood by the claimant and shall
(a) the specific reasons for the denial;
(b) specific reference to pertinent Plan provisions on which the denial is
(c) a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
(d) an explanation of the claim review procedure.
A claimant whose claim is denied (or his duly authorized representative),
may within 60 days after receipt of denial of his claim file with the Human
Resources Department of his Employing Unit a written request for a review of
this claim. If the claimant does not file a request for review of his claim
within such 60-day period, the claimant shall be deemed to have acquiesced in
the original decision of the Company on his claim. If such an appeal is so
filed within such 60 day period, the Employing Unit shall appoint an officer of
the Employing Unit to conduct a full and fair review of such appeal. During
such review, the claimant shall be given the opportunity to review documents
that are pertinent to his claim and to submit issues and comments in writing
and, if he requests a hearing, to present his case in person at a hearing
scheduled by the officer of the Employing Unit appointed to review the appeal.
The officer of the Employing Unit appointed to review the appeal shall mail
or deliver to the claimant a written decision on the matter based on the facts
and the pertinent provisions of the Plan within 60 days after the receipt of the
request for review (unless special circumstances require an extension of up to
60 additional days, in which case written notice of such extension shall be
given to the claimant prior to the commencement of such extension). Such
decision shall be written in a manner calculated to be understood by the
claimant, shall state the specific reasons for the decision and the specific
Plan provisions on which the decision was based and shall, to the extent
permitted by law, be final and binding on all interested persons. If the
decision on review is not furnished to the claimant within the above-mentioned
time period, the claim shall be deemed to have been denied on review.
Section 5.4 Revocability of Employer Action. Any action taken by an
Employing Unit with respect to the rights or benefits under the Plan of any
Eligible Employee or former Eligible Employee shall be revocable by the
Employing Unit as to payments or distributions not yet made to such person, and
acceptance of any Severance Pay under the Plan constitutes acceptance of and
agreement to the Employing Unit's making any appropriate adjustments in future
payments or distributions to such person to offset any excess or underpayment
previously made to him.
Amendment or Termination of Plan
Section 6.1. Company Right to Amend or Terminate. The Company (by action
of its Board of Directors) reserves the right at any time, without prior or
other approval of any employee or former employee, any other Employer or any
other person, to change, modify, amend or terminate the Plan in any particular
or particulars whatsoever. Any such change, modification, amendment or
termination shall be expressed in a written instrument
executed by an officer of the Company upon the order of the Company's Board of
Section 6.2. Employing Unit Right to Amend or Terminate. Each Employing
Unit reserves the right at any time, without the consent of any other person, to
change, modify, amend or terminate the terms and conditions of the Plan adopted
by such Employing Unit for its Eligible Employees. Any such change,
modification, amendment or termination shall be expressed in a written
instrument executed by an officer of the Employing Unit upon the order of the
board of Directors or other governing authority of the Employing Unit, which
written instrument shall be delivered to the Company pursuant to Section 4.1
Section 7.1. Limitation on Rights. Participation in the Plan shall not
give any employee the right to be retained in the service of any Employing Unit
or any rights to any benefits whatsoever, except to the extent specifically set
Section 7.2. Headings. Headings of Articles and Sections in this
instrument are for convenience only, and do not constitute any part of the Plan.
Section 7.3. Governing Law. The Plan shall be construed and enforced in
accordance with the laws of the State of Ohio, to the extent such laws are not
preempted by applicable Federal law.
Section 7.4. Union Contracts. With respect to an Eligible Employee the
terms and conditions of whose employment are established by a collective
bargaining agreement between an Employer and such Eligible Employee's collective
bargaining representative, in the case of a conflict between any provision of
the Plan and the terms of such collective bargaining agreement, the terms of the
collective bargaining agreement shall control.
IN WITNESS WHEREOF, The Allen Group Inc. has caused this Plan to be
executed this 8th day of December, 1994, to be effective as of January 1, 1993.
THE ALLEN GROUP INC.
By: /s/ McDara P. Folan, III
McDara P. Folan, III
Title: General Counsel