Exhibit 10.14
CONFIDENTIAL AGREEMENT AND
GENERAL RELEASE
This Confidential Agreement and
General Release (“Agreement”) is entered into by and
between DONALD E. DAVIS (“Mr. Davis”) and
KOPPERS INC. (“Koppers”).
WHEREAS , Mr. Davis has been employed by Koppers as its
Vice President & Chief Financial Officer;
WHEREAS , effective June 10, 2003, Mr. Davis’s
employment as the Vice President & Chief Financial Officer of
Koppers will terminate;
WHEREAS, though it has no obligation to do so, Koppers
desires — through a combination of a leave of absence and
employment of Mr. Davis in the capacity of a consultant — to
postpone the final termination of Mr. Davis’s employment
until August 3, 2005, and Mr. Davis desires to remain employed by
Koppers through said date;
WHEREAS , prior to entering into any arrangement
covering the period from the June 10, 2003 termination of Mr. Davis
from his Vice President & Chief Financial Officer job until
August 3, 2005, Koppers and Mr. Davis wish to resolve, finally and
completely and with prejudice, and without judicial or
administrative intervention, any and all other matters between them
relating to Mr. Davis’s employment with Koppers, the terms
and conditions of that employment, the termination of that
employment, and the continuing effects thereof; and
NOW , THEREFORE , in consideration of the
above recitals and the mutual promises and covenants set forth
below, Mr. Davis and Koppers, each intending to be legally bound,
agree as follows:
S ECTION 1 — T ERMINATION , L EAVE OF A BSENCE , AND C ONSULTING A RRANGEMENT
A. Termination of Employment as
Vice President & Chief Financial Officer:
By his execution of this Agreement,
Mr. Davis acknowledges that his employment as the Vice President
& Chief Financial Officer of Koppers, and member of
Koppers’ Senior Management, has been irrevocably terminated
effective June 10, 2003. Mr. Davis will not be required to, and is
not to, report to work after May 30, 2003. Also, as of May 30,
2003, Mr. Davis promises to return to Koppers all files, memoranda,
documents, records, electronic records, software, copies of the
foregoing, credit cards, keys, and any other property of Koppers or
any other Released Party in his possession.
B. Leave of Absence, Employment
as Consultant, Final Termination Date: Mr. Davis will be placed on an unpaid Leave of
Absence from June 11, 2003 until January 24, 2004. Thereafter, for
the period from January 25, 2004 through August 3, 2005, he will be
employed as a consultant. In his capacity as a consultant, Mr.
Davis will be available upon reasonable request, for at least 40
hours per month, to consult with and advise Koppers regarding
financial matters. He will not be provided with an office or a
secretary. Mr. Davis’s employment with Koppers will finally
and forever terminate effective August 3, 2005.
C. Severance Pay.
Upon the final termination of his
employment with Koppers, Mr. Davis will be entitled to receive
severance under The Severance Plan of Koppers Industries, Inc. (the
“Severance Pay Program”) in an amount equivalent to 24
weeks and three days of his base weekly salary and he, also, will
be entitled to be paid for 8 weeks of his base weekly salary for
vacation that he accrued, but did not use as of June 10, 2003. At
Mr. Davis’s
request, in lieu of payment following the final
termination of his employment, and as provided in Section 2 below,
Koppers will pay these amounts, in weekly installments, to Mr.
Davis during the Leave of Absence beginning on June 11, 2003 and
ending on January 24, 2004.
D. Incentive Plan:
Mr. Davis shall remain eligible to
participate in the 2003 Senior Management Corporate Incentive Plan
for the period from January 1, 2003 through the June 10, 2003
termination of his employment as the Vice President & Chief
Financial Officer. The pro-rata incentive award, if any and as
determined in Koppers’ sole discretion, to which Mr. Davis
may be entitled will be determined in accordance with the terms of
the Incentive Plan after the end of Koppers’ current fiscal
year. Mr. Davis will not be eligible to participate in any Senior
Management Corporate Incentive Plan for any period of time
subsequent to June 10, 2003.
E. Stock Option Plan:
Notwithstanding any other provision
in this Agreement, Mr. Davis shall have until June 10, 2006 (but in
no event after the expiration date of any applicable options) to
exercise any granted but unexercised options under the Koppers Inc.
1998 Stock Option Plan or any predecessor stock option plans
(collectively, the “Stock Option Plan”). Mr.
Davis’s right, if any, to exercise any granted but
unexercised stock options under the Stock Option Plan shall be
governed by the provisions of the Stock Option Plan. Mr. Davis will
not be granted any additional stock options after June 10, 2003.
For purposes of the Shareholders’ Agreement between Koppers
and Mr. Davis and Mr. Davis’s rights and obligations
thereunder regarding Koppers stock owned by Mr. Davis, Mr.
Davis’s date of termination shall be deemed to be January 24,
2004; otherwise nothing herein shall be construed as enlarging,
limiting or otherwise impacting any rights or obligations Mr. Davis
may have under the Shareholders’ Agreement.
F. Employee Stock Purchase
Plan/Travel Accident/Vacation Accrual: Mr. Davis agrees that he will not elect to
participate in the Koppers Inc. Employee Stock Purchase Plan after
June 10, 2003. In addition, Mr. Davis understands and agrees that
his coverage under the Travel Accident Insurance Plan of Koppers
Inc. for Regular Salaried Employees shall cease as of June 10,
2003; any perquisites that Mr. Davis enjoyed prior to June 10, 2003
will be discontinued effective June 10, 2003, including without
limitation any Koppers-paid dues and memberships; and Mr. Davis
will not accrue any additional vacation benefits after June 10,
2003.
S ECTION 2 — S EPARATION P AY AND C ONSULTING P ERIOD
For purposes of this
Agreement, the period from June 11, 2003 through August 3, 2005
will hereinafter be referred to as the “Separation Pay and
Consulting Period.”
A. Payment:
During the Separation Pay and
Consulting Period ( i.e., from June 11, 2003 through August
3, 2005), Koppers agrees to provide to Mr. Davis, and Mr. Davis
agrees to accept from Koppers, the following items:
(1) During the Separation Pay and
Consulting Period, Mr. Davis shall continue to receive from Koppers
his regular monthly salary of Twenty Thousand One Hundred
Twenty-Five Dollars ($20,125.00), less deductions required by law,
payable on the regular Koppers pay dates. Mr. Davis expressly
acknowledges (a) that a portion of the continuation of his salary
during the Separation Pay and Consulting Period, to-wit 24
weeks and 4 days, constitutes the equivalent of benefits to which
he is entitled under the Severance Pay Program and is being paid to
him in installments during the Separation Pay and Consulting Period
at his election and request and in lieu of payment to him by
Koppers on or after August 3, 2005; (b) that a portion of the
continuation of his salary
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during the Separation Pay and
Consulting Period, to-wit 8 weeks, constitutes the
equivalent of his accrued and unused vacation benefits to which he
is entitled and is being paid to him in installments during the
Separation Pay and Consulting Period at his election and request
and in lieu of a lump sum payment to him by Koppers; and (c) that
the remaining portion of the continuation of his salary during the
Separation Pay and Consulting Period, to-wit 79 weeks and 3
days, relates to Koppers employment of Mr. Davis as a consultant
and is in excess of that to which he is eligible under the
aforesaid Separation Pay Program and, further, is in addition to
anything of value to which Mr. Davis is entitled under
Koppers’ policies and procedures.
(2) During the Separation Pay and
Consulting Period or until Mr. Davis is covered under another
employer’s program of insurance benefits, whichever shall
first occur, and as long as Mr. Davis elects to continue coverage
and pays the employee share of premiums, where applicable, Mr.
Davis and his eligible dependents will continue to be covered under
the following insurance plans of Koppers: (a) Comprehensive Medical
Benefits Plan of Koppers Inc. for Salaried Employees; (b) Dental
Expense Plan for Salaried Employees of Koppers Inc.; (c) Group Life
Insurance Plan of Koppers Inc. for Salaried Employees; (d) Personal
and Family Accident Insurance Plan of Koppers Inc. for Salaried
Employees; and (e) Koppers Inc. Survivor Benefit Plan.
(3) During the Separation Pay and
Consulting Period, Mr. Davis will continue to receive service
credit for purposes of determining the benefits to which Mr. Davis
may be entitled under the Retirement Plan of Koppers Industries,
Inc. and Subsidiaries for Salaried Employees (the “Pension
Plan”); provided, however, that if the Pension Plan is
terminated, frozen or otherwise amended prior to August 3, 2005,
then Mr. Davis shall have no greater right to benefits or benefit
accruals under the Pension Plan than the other participants in the
Pension Plan.
(4) During the Separation Pay and
Consulting Period, Mr. Davis will continue to be eligible to
participate in the Employee Savings Plan of Koppers Industries,
Inc. and Subsidiaries (the “401(k) Plan”).
(5) During the Separation Pay and
Consulting Period, Mr. Davis will continue to receive service and
compensation credit through August 3, 2005 under the two
non-qualified supplemental executive retirement
(“SERP”) plans sponsored by Koppers in which Mr. Davis
currently participates, and the amount, form and timing of the
commencement of pension benefits thereunder following the
termination of Mr. Davis’s employment shall be as set forth
under the terms of such plans; provided, however, that if either or
both of the SERP Plans are terminated, frozen or otherwise amended
prior to August 3, 2005, then Mr. Davis shall have no greater right
to benefits or benefit accruals under the SERP Plans than the other
participants in such plans.
(6) During the Separation Pay and
Consulting Period, Mr. Davis will remain eligible to participate in
the Salary Continuation Plan of Koppers Inc. and in the Long Term
Disability Plan of Koppers Inc. for Salaried Employees (the
“LTD Plan”). At Koppers’ sole discretion, should
Mr. Davis receive any benefits during said Separation Pay and
Consulting Period under either Plan, Koppers will be entitled to
offset the benefits received, dollar for dollar, against all
amounts to be paid pursuant to subparagraph (1) above.
All severance and vacation pay due
will be completed by the “Pay-Through-Date” of August
3, 2005, at which time Mr. Davis’s benefits as a severed
employee will end.
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B. Other
Employment/Non-Competition: If Mr. Davis finds other employment prior to
August 3, 2005 he may accept such other employment, without any
impairment or offset of the payments set forth in Section 2,
paragraph A provided that he does not, in the course of or in
connection with such employment, breach any of the covenants set
forth in this Agreement and provided further that he does not
(during the Separation Pay and Consulting Period) engage, directly
or indirectly, whether as principal or as agent, officer, director,
employee, consultant, or shareholder, alone or in association with
any other person, corporation or other entity, in any Competing
Business. For purposes of this Agreement, the term “Competing
Business” shall mean any person, corporation or other entity
engaged anywhere in the world in the same business as Koppers,
which is a global integrated producer of carbon compounds and
treated wood products for use in a variety of markets including the
railroad, aluminum, chemical, and steel industries. Mr. Davis
recognizes and acknowledges that Koppers conducts business on a
national and international basis, and therefore, Mr. Davis agrees
that this restriction is reasonable and necessary to protect
Koppers’ business. Mr. Davis also covenants and agrees that,
during the Separation Pay and Consulting Period, he shall not,
directly or indirectly, solicit or induce, or attempt to solicit or
induce, any employee of Koppers to leave Koppers for any reason
whatsoever, or hire any employee of Koppers; and he shall not,
directly or indirectly, solicit the business of, or do business
with, any customer or prospective customer or supplier of Koppers
for any business purpose other than for the benefit of
Koppers.
C. Sufficiency of
Consideration: Mr. Davis
expressly acknowledges that, during the Separation Pay and
Consulting Period and otherwise, he shall not receive any payments
or benefits from Koppers other than those specified above and that
Koppers shall not be required to make any further payment or
provide any further benefit to him or on his behalf, for any reason
whatsoever, either during the Separation Pay and Consulting Period
or thereafter. Mr. Davis acknowledges and agrees that
Koppers’ entry into a consulting arrangement with him as
described in Section 1; Koppers’ agreement to pay him his
regular salary for a period of 79 weeks and 3 days, as described in
paragraph A above; the continuation of certain pension service
credit accrual; and the outplacement services as described in
paragraph D below, are significantly and substantially in addition
to those benefits to which Mr. Davis was or is otherwise entitled
and Mr. Davis acknowledges that these undertakings by Koppers are
adequate consideration for all terms and covenants contained in
this Agreement.
D. Outplacement:
Koppers will assist Mr. Davis in
finding employment with an employer other than Koppers (or its
related companies or subsidiaries) by making available to Mr.
Davis, at Koppers’ expense up to Fifteen Thousand Dollars
($15,000.00), the outplacement services of Drake Beam. The cost of
said services will be paid by Koppers directly to Drake Beam, and
Mr. Davis must commence utilizing the services by July 15, 2003 or
they will not be available to him. If Mr. Davis desires to utilize
these services, he should contact Cheryl Grec at (412)
227-2184.
S ECTION 3 — C OMPLETE R ELEASE
A. In General:
As defined in paragraph C below Mr.
Davis agrees to irrevocably and uncondition
