Exhibit
(10)(iii)(A)25
NYNEX EXECUTIVE
SEVERANCE PAY PLAN
1. Overview
The NYNEX Executive Severance Pay Plan ("Severance
Pay Plan") is designed to provide specified
post-employment payments to certain
executives.
This Severance Pay Plan replaces and supersedes the
New York Telephone policy "Separation Allowance
and other Payments", the New England Telephone
policy "Separation from Active Service with the
Company" as to managers only and the NYNEX
Management Severance Pay Plan, and any other
management severance or separation pay plan or
program currently in effect in each Employing
Company.
2. Type of Plan
The Severance Pay Plan is classified as a welfare
plan under the provisions of the Employee
Retirement Income Security Act of 1974, as
amended ("ERISA"). It is intended to be a
Severance Pay Plan as defined in Federal
Regulation 29 CFR 2510-3-2(b) for a select
group of management or highly compensated
employees of NYNEX Corporation and its
subsidiaries.
3. Employing Companies
An "Employing Company" means NYNEX Corporation and
each Subsidiary of NYNEX Corporation which elects
to participate in the Severance Pay Plan.
4. Participation
A "Participant" means any full or part-time
management employee who is a member of the
Senior Management Compensation Group as designated
by the Board of Directors of the manager's
Employing Company.
5. Eligibility
a. "Eligible Participant" -- In order to be
eligible to receive benefits under the
Severance Pay Plan, a Participant must:
(i) (Single Executive) --
(A) separate from service, with
the consent of the
Chairman and Chief
Executive Officer of NYNEX
Corporation, and
(B) sign a release in the form of
Attachment A, or.
(ii) (Multiple Executives) --
(A) separate from service pursuant
to the terms of the NYNEX
Force Management Plan
("FMP")
1. having been designated as
either Eligible for
Voluntary Separation
("EVS") or Eligible for
Voluntary Separation and
At-Risk ("EVS-AR"), but
2. notwithstanding the provisions
ofsub-paragraph (a)(ii)(A)1.
of this paragraph 5., in the
event that the number of
volunteers who are EVS
or EVS-AR exceeds the
designated number of
volunteers who will be
accepted in a given
Banding Entity as
determined by the Chief
Executive Officer of the
Business Unit which
contains the volunteers
or the Chief Executive
Officer of NYNEX, then
the volunteers who volunteer
after the designated number
is reached will not be
Eligible Participants
under this Severance Pay
Plan, and
(B) sign a release in the form of
Attachment B.
b. Disqualifications -- A Participant is not an
Eligible Participant and may not receive
benefits or payments under this Severance
Pay Plan:
(i) Separation for Cause -- if the
Participant is separated from
service for cause. The term "cause"
in this sub-paragraph shall mean
grossly incompetent performance
or substantial or continuing
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inattention to or neglect of the
duties and responsibilities
assigned to the Participant as
determined in the sole discretion
and judgment of the Chairman and
Chief Executive Officer of NYNEX,
including but not limited to fraud,
misappropriation and embezzlement,
involving the Employing Company or
any of its subsidiaries or
affiliates, or commission of
any felony of which the Executive is
finally adjudged guilty in a court
of competent jurisdiction or a
violation of the provisions of
the Participant's Executive
Retention Agreement entitled
Non-Competition and
NonSolicitation,
Intellectual Property and
Proprietary Information,
Company Rules; Code of Business
Conduct and Modification of Final
Judgment, or
(ii) Divestiture -- if the participant is
separated from service with an
Employing Company as a
consequence of the sale or
transfer to another party of the
stock or assets of that Employing
Company under circumstances where
employees are hired or offered
employment by the purchaser or
transferee or its successors or
assignees within (60) days of the
employee's separation of service
from any Employing Company, or
(iii) Employment Agreement -- if the
Participant has an employment
agreement, other than the
Executive Retention
Agreement, with an Employing
Company which provides for notice
from that company prior to the
Executive's separation from
service, and the Executive is
not required to provide services
for compensation during that
period of time.
6. Severance Payment
a. The Benefit -- The Severance Payment shall be
equal to the Value of the shares of
Restricted Stock including
reinvested dividends, which are
identified as the Retention Award in the
Executive's Retention Agreement, but not to
exceed two times the Executive's Annual
Compensation at the time of separation
from service.
(i) The Value shall be the mean between the
high and lowsale prices of the shares
as quoted by the New York Stock
Exchange-Composite Transactions
listing for the last day of employment,
or such other appropriate measurement of
fair market value as the Committee on
Benefits of the NYNEX Corporation
Board of Directors shall select. If
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the last day of employment is a non-trading
day,then the high and low sale prices for
the last trading day prior to such date
shall be used.
(ii) "Annual Compensation" means the total
of all compensation, including
wages, salary, and any other
benefit of monetary value, whether
paid in the form of cash or otherwise
which was paid as consideration for
the Executive's service during the
year preceding the Executive's
separation from service, or
which would have been so paid at
the Executive's usual rate of
compensation if the Executive
had worked a full year.
b. Time of Payment -- The Severance Payment shall
be madeas soon as practicable after the date
the Executive separates from service, but in
no event, earlier than 7 days after the
Executive has executed and delivered to
the Executive's Employing Company a release
in the form of either Attachment A, in the
case of a single Executive separating from
service, or Attachment B, in the case of a
group of Executives separating from service.
In the case of a group of Executives
separating from service, Attachment C
should also be prepared and distributed with
Attachment B forty-five (45) days before the
group of Executives is scheduled to be
separated from service.
c. Tax Withholding -- the amount of Severance
Payment issubject to the withholding of
federal, state and local taxes, FICA and
FUTA and SUTA (unemployment taxes) at the
time of payment and will be reported on IRS
form W-2.
d. Forfeiture -- if an Eligible Participant is
re-employed by the Employing Company or by
NYNEX Corporation or any Subsidiary prior to
the end of one year, a pro rata share of the
Severance Payment shall be repaid to the
Company.
7. Financing of Benefits
The Severance Payment shall be paid out of the
Employing Company's general assets.
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8. Administration
a. Administrator -- NYNEX Corporation, 1113
Westchester Avenue, White Plains, New
York 10604, solely administers the Severance
Pay Plan through the Vice President - Human
Resources.
b. Named Fiduciary -- the Committee on Benefits of
the NYNEX Corporation Board of Directors is
the named fiduciary which shall serve as
the final review committee, under the
Severance Pay Plan, to determine
conclusively any and all questions
arising from the administration of the
Severance Pay Plan and shall have sole and
complete discretionary authority and control
to manage the operation and administration
of the Severance Pay Plan including but not
limited to, the determination of all
questions relating to eligibility for
participation and benefits, interpretation of
all Plan provisions, determination of the
amount of benefits payable to any Eligible
Participant, spouse, heirs or estate, and
construction of disputed or doubtful
terms.
c. Delegation -- the named fiduciary under the
Severance Pay Plan has delegated to the
Vice President - Human Resources (in
accordance with paragraph 9) the
authority to review all initial claims
for severance payments under the terms of the
Severance Pay Plan. Any named fiduciary or
any fiduciary designated by a named
fiduciary may delegate any
responsibilities hereunder.
9. Claims Procedure
a. Who May File -- a Participant, or any person
duly authorized by such a participant, may
file a written claim for benefits under this
Severance Pay Plan if the Participant
believes benefits have been unfairly
denied under the Severance Pay Plan. Such a
claim may only relate to a benefit under the
Severance Pay Plan and not any matter under
the NYNEX Force Management Plan, the
Executive's Employment Agreement, or
any other policy, practice or guidelines of
the Executive's Employing Company.
b. The written claims may be sent to:
Vice President - Human Resources
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
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c. When to File Claim -- such claim must be
received within 60 days of the events
which give rise to the claim.
d. Disposition of Claims -- if the claim is
denied, the claimant will receive
written notice of the decision,
including the specific reason for the
decision, within 90 days of the date the claim
was received.
In some cases, more than 90 days may be needed
to make a decision. In such cases the
claimant will be notified in writing,
within the initial 90-day period, of the
reason more time is needed. An additional
90 days may be taken to make the decision if
the claimant is sent such a notice. The
extension notice will show the date by
which the decision will be sent.
10. Appeal Procedure
a. When to Appeal -- a claimant may use this
procedure if:
(i) no reply at all is received by the claimant
within 90 days after filing the claim;
(ii) a notice has extended the time an
additional 90 days and no reply
is received within 180 days after
filing the claim; or
(iii) written denial of the claim for
benefits or other matters is
received within the proper time
limit and the claimant wishes to
appeal the written denial.
If a claim for benefits or review of any other
matter under the Severance Pay Plan is
denied, the participant, or other duly
authorized person, may appeal this denial in
writing within 60 days after it is received.
b. Where to Appeal -- Written request for review of
any denied claim should be sent directly to the:
Committee on Benefits of the NYNEX
Board of Directors
1113 Westchester Avenue
Attention: Secretary
The Committee on Benefits of the NYNEX Corporation
Board of Directors serves as the final review
committee under the Severance Pay Plan for all
participants.
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Unless the Committee on Benefits of the NYNEX
Corporation Board of Directors sends notice
in writing that the claim is a special case
needing more time, the Committee on Benefits
of the NYNEX Board of Directors will conduct a
review and decide on the appeal of the denied
claim within 60 days after receipt of the written
request for review. If more time is required to
make a decision, the Committee on Benefits of the
NYNEX Corporation Board of Directors will send
notice in writing that there will be a delay
and give the reasons for the delay. In such
cases, the Committee on Benefits of the NYNEX
Corporation Board of Directors may have 60 days
more, or a total of 120 days, to make a decision.
c. A claimant who sends a written request for
review of a denied claim, has the right
to:
(i) review pertinent Severance Pay Plan
documents which may be obtained by
writing to the Committee on Benefits of
the NYNEX Corporation Board of
Directors and
(ii) send to the Committee on Benefits of
the NYNEX Corporation Board of
Directors a written statement of
the issues and any other documents in
support of the claim for benefits or
other matters under review.
d. Disposition of Appeal -- the Committee on
Benefits of the NYNEX Corporation Board
of Directors' decision shall be given to the
claimant in writing within 60 days or, if
extended, 120 days, and shall include
specific reasons for the decision. If
the Committee on Benefits of the NYNEX
Corporation Board of Directors does not
give its decision on review within the
appropriate time span, the claimant may
consider the claim denied. The decision of
the Committee on Benefits of the NYNEX
Corporation Board of Directors is final
and binding on all parties.
A participant in the Severance Pay Plan may
have further rights under ERISA, as
described in Section 16 entitled
"Rights of a Plan Participant."
11. Legal Service
Process can be served on the Severance Pay Plan
Administrator by directing such service to
Vice President-Human Resources, NYNEX
Corporation, 1113 Westchester Avenue,
White Plains, New York 10604.
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12. Benefits Not Assigned or Alienated
Assignment or alienation of any benefits provided
by the Severance Pay Plan will not be permitted
or recognized except as otherwise authorized by
applicable law. This means that, except as
required by applicable law, benefits
provided under the Severance Pay Plan may
not be sold, assigned, or otherwise transferred
by or on behalf of a participant.
13. Plan Records
The NYNEX Executive Severance Pay Plan and all of
its records are kept on a calendar year basis
beginning January 1 and ending December 31 of
each year.
14. Plan Identification Numbers
This Severance Pay Plan is identified by the
following numbers under the Internal
Revenue Service (IRS) Rules.
a. Number 13-3180909 assigned by the IRS.
b. Number 571 assigned by NYNEX Corporation.
15. Plan Continuance
The Committee on Benefits of the NYNEX Corporation
Board of Directors may amend or terminate this
Severance Pay Plan at any time. Any
amendments or the termination of the
Severance Pay Plan shall not result in the
forfeiture of the benefits previously awarded
under the Severance Pay Plan.
16. Plan Documents
This document is both the Severance Pay Plan and a
Summary Plan Description as such terms are
defined in ERISA.
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17. Rights of a Plan Participant
As a Participant in this Severance Pay Plan, you
are entitled to certain rights and protection
under the Employee Retirement Income Security
Act of 1974 (ERISA).
ERISA provides that all Severance Pay Plan
participants shall be entitled to:
a. Examine, without charge, all Severance Pay Plan
documents and copies of all documents filed by
the Severance Pay Plan with the U. S.
Department of Labor, if any;
b. Obtain copies of all Severance Pay Plan
documents and other Plan information
upon written request to the Severance Pay
Plan Fiduciary. There may be a reasonable
charge for such copies.
In addition to creating rights for Severance Pay
Plan participants, ERISA imposes duties upon
those who are responsible for the operation of
employee benefit plans. The people who operate
your Severance Pay Plan, called "fiduciaries"
of the Plan, have a duty to do so prudently and
in the interest of you and other Severance Pay
Plan participants. No one, including your
employer, or any other person, may terminate
your employment or otherwise discriminate
against you in any way to prevent you from
obtaining a benefit or exercising your right
under ERISA. If your claim for benefits is
denied, in whole or in part, you have certain
rights of review as described under Claims and
Appeal Procedure Section 9 and 10, respectively,
of this Plan.
Under ERISA, there are steps you can take to
enforce the above rights. For instance, if
you request materials from the Plan Fiduciary and
do not receive them within 30 days, you may file
suit in a federal court. In such case, the
court may require the Plan Fiduciary to
provide the materials and pay up to $100 a
day until you receive the materials, unless the
materials were not sent because of reasons beyond
the control of the Plan Fiduciary. If you have a
claim for benefits which is denied or ignored, in
whole or in part, you may file suit in a state or
federal court. If you are discriminated against
for asserting your rights, you may seek
assistance from the U. S. Department of
Labor or you may file suit in a federal court.
The court will decide who will pay court costs
and legal fees. If you are successful, the
court may order the person you have sued to
pay these costs and fees. If you lose, the
court may order you to pay these costs and
fees if, for example, it finds your claim is
frivolous. [Arbitration being considered.]
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If you have any questions about the Severance Pay
Plan, you should contact the Severance Pay Plan
Fiduciary. If you have any questions about this
statement of your rights, or about your rights
under ERISA, you should contact your nearest
Area Office of the U. S. Labor Management
Services Administration, Department of
Labor.
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NYNEX EXECUTIVE SEVERANCE PAY PLAN
Attachment A
SEPARATION AGREEMENT AND RELEASE
In consideration of the fact that I, (the
employee), have voluntarily and of my own free
will, elected to resign and accept a payment
("Severance Payment") in the amount of
, and that NYNEX Corporation, or its subsidiaries and
affiliates (hereinafter "NYNEX Corporation" or "the
Company") has agreed to pay me the above amount, I
acknowledge and agree to the following:
1. I understand that as of my
employment with (the
Company) will cease.
2. I understand that the Severance Payment is being
paid as consideration for my signing this
Separation Agreement and Release and that
these are benefits to which I would not
otherwise have been entitled had I not
signed this Separation Agreement and Release.
3. I also understand that, pursuant to the Older
Workers Benefit Protection Act of 1990, I
have the right to consult with an attorney
before signing this Separation Agreement and
Release, I have 21 days to consider the Release
before signing it, and I may revoke the Release
within 7 calendar days after signing it.
4. I realize that there are various State and Federal
laws that govern my employment relationship with
the Company and/or prohibit employment
discrimination on the basis of age,
color, race, gender, sexual
preference/orientation, marital
status, national origin, mental or physical
disability, religious affiliation or
veteran status and that these laws are
enforced through the courts and agencies such
as the Equal Employment Opportunity Commission,
Department of Labor and State Human Rights
Agencies. Such laws include, but are not
limited to, Title VII of the Civil Rights Act
of 1964, as amended, the Age Discrimination in
Employment Act of 1967, as amended, the
Employee Retirement Income Security Act of
1974, as amended, and the Americans with
Disabilities Act of 1990. In
consideration of the Severance Payment
provided for in this Agreement, I intend to give
up any rights I may have under these or any other
laws or agreements with respect to my employment
and termination of employment at the Company and
acknowledge that the Company (including NYNEX
Corporation, its subsidiaries and affiliates)
has not (a) discriminated against me, (b) breached
any express or implied contract with me, or (c)
otherwise acted unlawfully toward me.
NYNEX EXECUTIVE SEVERANCE PAY PLAN
5. Subject to paragraph 6 herein, on behalf of myself,
my heirs, executors, administrators, successors
and assigns, I release and discharge NYNEX
Corporation, its successors, assigns,
subsidiaries, affiliates, directors,
officers, representatives, agents and
employees and the fiduciaries of any
employee benefit plan maintained by any of
the foregoing ("Releasees") from any and all
claims, including claims for attorneys' and
experts' fees and costs, charges, actions and
causes of action with respect to, or arising
out of, my employment or termination of
employment with the Company. This
includes, but is not limited to, claims
arising under contract, federal, state, or
local laws prohibiting age, color, race,
gender, sexual preference/orientation,
marital status, national origin, mental or
physical disability, religious affiliation or
veteran status or any other forms of
discrimination or claims growing out of
the Company's termination of its employees. With
respect to any charges that have been or may be
filed concerning events or actions relating to
my employment or the termination of my employment
and which occurred on or before the date of this
agreement, I additionally waive and release any
right I may have to recover in any lawsuit or
proceeding brought by me, an administrative
agency, or any other person on my behalf or
which includes me in any class. If I breach
this paragraph, I understand that I will be
liable for all expenses, including costs and
reasonable attorney's fees, incurred by any
Releasee in defending the lawsuit or charge
of discrimination, regardless of the outcome. I
agree to pay such expenses within thirty (30)
calendar days of written demand. This
paragraph is not intended to limit me from
instituting legal action for the sole purpose of
enforcing this Agreement.
6. I understand that this Separation Agreement and
Release in no way affects any rights I may
have for benefits under the NYNEX Corporation
Management Pension Plan or any other applicable
NYNEX Corporation benefit plan.
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NYNEX EXECUTIVE SEVERANCE PAY PLAN
7. In accordance with my existing and continuing
obligations to the Company, I have returned
or will immediately return to the Company, on or
before my termination date, all Company property,
including, but not limited to, files, records,
computer access codes, computer programs,
instruction manuals, business plans, and other
property which I prepared or helped to prepare or
which came into my possession in connection with
my employment with the Company.
8. I affirm my obligation to keep all proprietary
Company information confidential and not to
disclose it to any third party in the future. I
understand that the term "proprietary Company
information" includes, but is not limited to,
technical, marketing, business, financial or other
information which constitutes trade secret
information or information not available
to competitors of the Company, the use or
disclosure of which might reasonably be
construed to be contrary to the interest of the
Company or its subsidiaries or affiliates. I
understand that this paragraph does not
prevent me from talking with any regulatory
or law enforcement agencies.
9. The construction, interpretation and performance of
this Agreement shall be governed by the laws of
[the state in which I am working on the date of
my separation from the Company's payroll].
10. In the event that any one or more of the
provisions contained in this Agreement
shall for any reason be held to be
unenforceable in any respect under
the law of any state or of the United States
of America, such unenforceability shall not
affect any other provisions of this
Separation Agreement and Release,
but, with respect only to that
jurisdiction holding the provision
to be unenforceable, this Separation Agreement
and Release shall then be construed as if such
unenforceable provision or provisions had
never been contained herein.
11. This Separation Agreement and Release contains
the entire agreement between the Company and
me and fully supersedes any and all prior
agreements or understandings pertaining to
the subject matter hereof. I represent and
acknowledge that in executing this
Separation Agreement and Release I
have not relied upon any representation or
statement not set forth herein made by any of
the Releasees or by any of the Releasee's
agents, representatives or attorneys with
regard to the subject matter of this
Separation Agreement and Release.
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NYNEX EXECUTIVE SEVERANCE PAY PLAN
BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, I
STATE THAT: I HAVE READ IT; I UNDERSTAND IT AND
KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I
AGREE WITH EVERYTHING IN IT; I AM AWARE OF MY
RIGHT TO CONSULT AN ATTORNEY BEFORE SIGNING IT;
AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.
Date:
Employee Signature
Employee Name Printed
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NYNEX EXECUTIVE SEVERANCE PAY PLAN
Attachment B
(for use until January 1, 1996)
SEPARATION AGREEMENT AND RELEASE
In consideration of the fact that I, (the
employee), have voluntarily and of my own free
will, elected to accept ("Severance
Payment"), and that NYNEX Corporation, or its
subsidiaries and affiliates (hereinafter "NYNEX
Corporation" or "the Company") has agreed to pay me
the above amounts, I acknowledge and agree to the
following:
1. I understand that as of ,
my employment with (the
Company) will cease.
2. I have been advised by the Company that I am
being separated from the payroll pursuant
to the terms of [the NYNEX Corporation Force
Management Plan/a force reduction].
3. I understand that the Severance Payment is
being paid as consideration for my
signing this Separation Agreement and
Release and that these are benefits to which
I would not otherwise have been entitled had I
not signed this Separation Agreement and
Release.
4. I also understand that, pursuant to the Older
Workers Benefit Protection Act of 1990, I
have the right to consult with an attorney
before signing this Separation Agreement and
Release, I have 45 days to consider the
Release before signing it, and I may
revoke the Release within 7 calendar days
after signing it.
5. I realize that there are various State and
Federal laws that govern my employment
relationship with the Company and/or
prohibit among other things employment
discrimination on the basis of age, color,
race, gender, sexual
preference/orientation,
marital status, national origin, mental or
physical disability, religious affiliation
or veteran status, and that these laws are
enforced through the courts and agencies
such as the Equal Employment Opportunity
Commission, Department of Labor and State
Human Rights Agencies. Such laws include,
but are not limited to, Title VII of the
Civil Rights Act of 1964, as amended, the
Age Discrimination in Employment Act of
1967, as amended, the Employee Retirement
Income Security Act of 1974, as
NYNEX EXECUTIVE SEVERANCE PAY PLAN
amended, and the Americans with Disabilities
Act of 1990. In consideration of the
Severance Payment provided for in this
Agreement, I intend to give up any rights I
may have under these or any other laws or
agreements with respect to my employment
and termination of employment at the Company
and acknowledge that the Company (including
NYNEX Corporation, its subsidiaries and
affiliates) has not (a) discriminated
against me, (b) breached any express or
implied contract with me, or (c) otherwise
acted unlawfully toward me.
6. Subject to paragraph 7 herein, on behalf of
myself, my heirs, executors,
administrators, successors and
assigns, I release and discharge NYNEX
Corporation, its successors, assigns,
subsidiaries, affiliates, directors,
officers, representatives, agents and
employees and the fiduciaries of any
employee benefit plan maintained by
any of the foregoing ("Releasees") from any
and all claims, including claims for
attorneys' and experts' fees and
costs, charges, actions and causes of
action with respect to, or arising out
of, my employment or termination of
employment with the Company. This
includes, but is not limited to, claims
arising under contract, federal, state, or
local laws prohibiting age, color, race,
gender, sexual preference/orientation,
marital status, national origin, mental or
physical disability, religious affiliation or
veteran status or any other forms of
discrimination or claims growing out
of the Company's termination of its employees.
With respect to any charges that have been or
may be filed concerning events or actions
relating to my employment or the
termination of my employment, and
which occurred on or before the date of
this Agreement, I additionally waive and
release any right I may have to recover in
any lawsuit or proceeding brought by me, an
administrative agency, or any other person
on my behalf or which includes me in any
class. If I breach this paragraph, I
understand that I will be liable for all
expenses, including costs and reasonable
attorney's fees, incurred by any Releasee
in defending the lawsuit or charge of
discrimination, regardless of the
outcome. I agree to pay such expenses
within thirty (30) calendar days of
written demand. This paragraph is not
intended to limit me from instituting legal
action for the sole purpose of enforcing
this Agreement.
7. I understand that this Separation Agreement and
Release in no way affects any rights I may
have for benefits under the NYNEX
Corporation Management Pension Plan
or any other applicable NYNEX Corporation
benefit plan.
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NYNEX EXECUTIVE SEVERANCE PAY PLAN
8. In accordance with my existing and continuing
obligations to the Company, I have returned
or will immediately return to the Company, on
or before my termination date, all Company
property, including, but not limited to,
files, records, computer access codes,
computer programs, instruction manuals,
business plans, and other property which I
prepared or helped to prepare or which came
into my possession in connection with my
employment with the Company.
9. I affirm my obligation to keep all proprietary
Company information confidential and not to
disclose it to any third party in the
future. I understand that the term
"proprietary Company information"
includes, but is not limited to,
technical, marketing, business, financial
or other information which constitutes trade
secret information or information not
available to competitors of the
Company, the use or disclosure of
which might reasonably be construed to be
contrary to the interest of the Company or its
subsidiaries or affiliates. I understand that
this paragraph does not prevent me from
talking with any regulatory or law
enforcement agencies.
10. The construction, interpretation and
performance of this Agreement shall
be governed by the laws of [the state in which
I am working on the date of my separation from
the Company's payroll].
11. In the event that any one or more of the
provisions contained in this Agreement
shall for any reason be held to be
unenforceable in any respect under
the law of any state or of the United States
of America, such unenforceability shall not
affect any other provisions of this
Separation Agreement and Release,
but, with respect only to that
jurisdiction holding the provision
to be unenforceable, this Separation Agreement
and Release shall then be construed as if such
unenforceable provision or provisions had
never been contained herein.
12. This Separation Agreement and Release contains
the entire agreement between the Company and
me and fully supersedes any and all prior
agreements or understandings pertaining to
the subject matter hereof. I represent and
acknowledge that in executing this
Separation Agreement and Release, I
have not relied upon any representation or
statement not set forth herein made by any of
the Releasees or by any of the Releasee's
agents, representatives, or attorneys
with regard to the subject matter of this
Separation Agreement and Release.
- 3 -
NYNEX EXECUTIVE SEVERANCE PAY PLAN
BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, I
STATE THAT:I HAVE READ IT; I UNDERSTAND IT AND
KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I
AGREE WITH EVERYTHING IN IT; I AM AWARE OF MY
RIGHT TO CONSULT AN ATTORNEY BEFORE SIGNING IT;
AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.
Date:
Employee Signature
Employee Name Printed
- 4 -
NYNEX EXECUTIVE SEVERANCE PAY PLAN
Attachment "C"
The information on this page is being furnished in
order to comply with the Older Workers Benefit
Protection Act of 1990. This information does
not in any way affect the benefits that you will
receive under this Plan.
Retained/or Not Participating in the Plan
(Job title and age)
Eligible for Voluntary Separation
(Job title and age)