展品10.1
ati inc
修订后的高管离职福利计划
2024年9月19日通过
第一条
计划名称、目的和生效日期
1.1 计划名称ati inc公司（连同其附属公司，如本计划中定义的）特此设立一项离职福利计划，适用于符合条件的员工（如本计划中定义），即ATI公司高管离职福利计划（以下简称"计划"），具体内容如本文件所述。 计划旨在作为1974年修订的《退休金安全保障法》第3(1)条所规定的员工福利计划资格。
1.2 计划目的该计划的目的是为计划参与人员（如本计划所定义）在经公司发起无故解雇造成离职时提供一项补偿福利。该计划并非旨在取代或替代该计划生效日期之前或之后任何人员与公司签订的任何保密协议或竞业禁止协议。
1.3 生效日期。计划自2024年2月21日起生效。
第二条
定义
2.1 定义当本计划中出现以下单词和短语时，除非上下文明确说明，否则它们应具有下文所述的各自含义：
(a)应用程序年度绩效计划或任何后继计划。
(b) 基本工资在合格员工离职时，其当前规定年度费率的基本工资。为明晰起见，基本工资不包括加班工资、现金或股权奖金或任何其他短期或长期激励性补偿，或对任何合格员工的其他补偿。
(c) 董事会公司的董事会。
(d) 原因任何终止雇佣关系的情况被公司自行裁定为因有正当理由的终止，这可能包括但不限于：(i)绩效终止；(ii)符合资格的雇员在履行任何职责时疏忽职务或行为不端；(iii)无故或法律未保护的缺勤或放任职责；(iv)违反公司的业务行为道德准则或其他公司规定或政策的规定或拒绝遵守；或(v)不端行为，包括但不限于，从事不忠于公司、欺诈、不诚实、不道德或非法行为，或者委员会认定会损害公司利益的行为。
(e) 根据1985年《综合预算和补救法》的规定选择的医疗继续保险。
(f) 法规: 1986年修订的《内部税收法典》，并根据有效的规定或颁布的裁决进行解释。
(g) 委员会董事会的薪酬和领导发展委员会，或其任何继任委员会。
(h) 相当职位：向符合条件的雇员提供的职位，包括但不限于由公司或公司任何部分在任何合并、重组、出售、分拆或其他处置中的任何继任实体向符合条件的雇员提供的职位，在本计划下将被视为相当职位，除非委员会在其唯一决定权中决定： (i) 在向符合条件的雇员提供职位时，其薪酬存在实质减少，对比向其提供的总目标年薪酬与其在提供该职位的日期确定的总目标年薪酬相比； (ii) 雇员必须实施该职位所需服务的地理位置，距离雇员在提供该职位的日期确定的工作地点50英里或更远；或 (iii) 向符合条件的雇员提供的职位实施意味着其头衔、权威、职责或权利存在实质减少。 关于是否将向雇员提供的职位视为本计划下的相当职位的确定将由委员会决定。 委员会就是否向符合条件的雇员提供相当职位作出的任何该决定将对所有符合条件的雇员和其他在本计划下主张权利的人员具有最终和结论性效力，但须遵守本计划第五条所述的索赔程序。
(i) 生效日期。2024年2月21日。
(j) 符合条件的雇员公司的CEO和其他在公司正常工资单上的高管。对于本款，"在正常工资单上" 应指由公司的工资部门支付，并应排除被公司分类为间歇性或临时的员工以及被公司分类为独立承包商的人，无论这些员工或人在任何政府机构、机构或法院，无论是联邦、州级或地方、国内还是国外如何被任何政府机构、机构或法院分类。
(k) 参与者符合条件的员工已经符合根据第三条获得离职福利的资格要求。
(l) 绩效终止：公司将任何被归类为由公司视为履行职责不满意或无法达到职位要求的终止与公司的雇佣关系。
(m) 计划年度：从1月1日到12月31日的十二个日历月的时期。
(n) 服务终止与公司终止雇佣关系。
(o) 离职福利根据本协议第四条规定，向参与者提供的遣散费、COBRA、外包服务和员工援助计划服务。
(p) 分流薪酬根据本条款，向参与者进行薪酬继续支付。
(q) “财政部条例”是指根据《税收法典》颁布的所有拟议、临时和最终条例，这些条例可能会不时修订（包括后续条例的相应规定）。任何公司实体根据美国各州的法律设立，其50%或更多表决权证券或其他权益由公司直接或间接拥有，有权投票选举一个或多个经理或董事，或代表股权所有权。
(r) 年度目标总报酬：符合条件员工的基本工资总和，加上（i）该符合条件员工在APP下的当前目标机会，和（ii）该符合条件员工最近的常规年度长期激励奖项授予当日目标价值合计。
第三章
适用于奖励的规则。所有奖励。奖励条款。管理员将确定所有奖励的条款，但受此处提供的限制约束。通过接受（或根据管理员所规定的规则被视为已经接受）奖励，参与者将被视为已同意奖励条款和计划条款。尽管计划中的任何规定与此相反，但在收购中转换、替换或调整的收购奖励可能包含与此处指定的条款不一致的条款和条件，由管理员确定。
3.1 参与根据委员会确定的情况，被公司自发分离的符合条件的员工将成为参与者，无论参与者是否符合退休资格或在公司维护的任何其他计划或计划下的其他身份（a）前提是该符合条件的员工签署、交付并在任何适用的撤销期限内不撤销《第3.3款》规定的机密分离和解除协议，和（b）自任何此类撤销期限的到期之日起生效。为了明确起见，符合条件的员工应被视为 没有 被公司提出的任何社区分离服务的员工（因此，不得为参与者）如果该符合条件的员工被提供或已经被提供了一份相当的职位。
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.