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Layoff.  Molzen Corbin will aspire to provide two weeks’ notice in the event that a
                         layoff is necessary due to reduction in workload.  Personnel affected should continue
                         their duties during this period. In the event that an employee is immediately released
                         from their duties, the employee will be paid wages for the period released.

                         Full-time regular personnel who are laid off will receive two weeks’ severance pay,
                         and any accrued but unused vacation leave will be paid.  No compensation for unused
                         sick leave will be paid.  If an employee who has been laid off is reinstated within one
                         year, their eligibility for certain benefits of employment will return to the status held
                         at the time of layoff.

                         Part-time and temporary employees will not receive severance pay upon layoff.

                         Involuntary Termination.  In accord with “at-will” employment, an employee may
                         be terminated by Molzen Corbin at any time for any reason with or without advance
                         notice.  Molzen Corbin may decide, at its sole discretion, to attempt to correct an
                         employee’s conduct, performance, or behavior rather than terminate an employee;
                         however, Molzen Corbin will determine whether corrective action should be taken,
                         and, if so, the mode that should be selected.

                         Employees terminated at the discretion of the Company who have been employed on
                         a full-time regular basis for at least six months will receive two weeks’ severance
                         pay. Part-time and temporary employees will not receive severance pay upon
                         termination.

                         Separation Procedures. The following procedures  apply to all terminating
                         employees.

                         1.      Exit Interview.  An exit interview is held at the option of the Company for
                                 the purpose of providing information to exiting employees with respect to the
                                 benefits provided by the Company  during their employment, collecting
                                 Company property assigned to the employee during their employment and,
                                 in cases where termination is involuntary, providing any final amounts due
                                 the exiting employee.  The exit interview is also an opportunity to obtain
                                 information that might be useful in promoting improvement within the
                                 organization.  A record of the interview is kept in the confidential personnel
                                 file.

                         2.      Company Property. All Company property must be turned in to the Human
                                 Resources Department before exiting employee’s departure.

                         3.      Insurance. The exiting employee will be provided pertinent information to
                                 convert group insurance so that a lapse in coverage does not occur.


                                                           III-5

                                    inspired professionals defining excellence

                  “Nothing in this guidebook changes the “at-will” nature of employment with Molzen Corbin. This guidebook is not an exhaustive statement of all rights and
                  responsibilities of Molzen Corbin employees.  Employees are directed to ask Human Resources for additional information about matters addressed in this
                  guidebook. Furthermore, nothing in this guidebook shall prohibit or is intended to interfere with the exercise of Employee rights under Section 7 of the
                  National Labor Relations.”
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