Exhibit 10.14
AMENDMENT
TO THE
EMPLOYMENT AGREEMENT BETWEEN
GENTEK INC. AND WILLIAM E. REDMOND, JR.
This Amendment (this
“Amendment”) to that certain Employment Agreement
between GenTek Inc. (the “Company”) and William E.
Redmond, Jr. (the “Executive”) dated as of May 23, 2005
(the “Employment Agreement”) is made as of this 29th
day of December, 2008 (the “Amendment Date”), by and
among the Company and the Executive. Except as set forth is this
Amendment, capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Employment
Agreement.
WITNESSETH
WHEREAS, the Company and the
Executive desire to amend the terms of the Employment Agreement as
a result of Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Executive and the Company (collectively
the “Parties”) hereby agree as of the Amendment Date to
the following:
1. Amendments to the Employment
Agreement . Effective as of the Amendment Date, the Employment
Agreement is hereby amended as follows:
(a)
Section 6(d) of the Employment Agreement is amended to read in its
entirety as follows:
(d)
Termination by Executive. Executive may terminate his employment
with or without Good Reason (as defined below). A termination of
employment by Executive for "Good Reason" shall mean a termination
by Executive of his employment with the Company following the
occurrence, without Executive's consent, of any of the following
events: (i) a material adverse change in Executive's job
responsibilities, reporting responsibilities (including no longer
reporting directly to the Board), titles or elected or appointed
offices (including removal as a director) as in effect immediately
prior to the effective date of such change; (ii) a reduction by the
Company in Executive's Base Salary in effect immediately prior to
the effective date of such reduction, provided that such reduction
is a material diminution of Executive’s Base Salary or
results in a material breach of this Agreement; (iii) the failure
to make an LTI grant in accordance with Section 4(b) hereof,
provided that such failure is material or results in a material
breach of this Agreement; (iv) the total of Base Salary for any
calendar year during the Employment Period, plus the targeted
incentive bonus amount for that year, plus the value of the LTI
grant for that year (at the time of the grant is made) is less than
$1.8 million, provided that such amount is materially less than
$1.8 million or results in a material breach of this Agreement; or
(v) any change of more than 50 miles in the location of the
principal place of employment of Executive immediately prior to the
effective date of such change. For the purposes of this definition,
no action of the type described in clause (i) above shall
constitute "Good Reason" if it was an isolated and inadvertent
action not taken in bad faith by the Company and if it was remedied
by
the Company within 30 days after receipt of written notice
thereof given by Executive (or, if the matter is not capable of
remedy within 30 days, then within a reasonable period of time
following such 30-day period, provided that the Company has
commenced such remedy within said 30-day period); provided that
"Good Reason" shall cease to exist for any action described in
clauses (i) through (v) above on the 60th day following the later
occurrence of such action or Executive's knowledge thereof, unless
Executive has given the Company written notice thereof prior to
such date. In the event Executive has given the Company written
notice thereof on or prior to such 60 th day, then
Executive must terminate employment for Good Reason within two
years following the occurrence of the applicable Good Reason
event.
(b)
Section 6(f)(i) of the Employment Agreement is amended to read in
its entirety as follows:
In
the event of a termination of Executive's employment during the
Employment Period by the Company Without Cause, or a termination by
Executive of his employment for Good Reason (any such termination,
a "Qualifying Termination"), the Company shall pay to Executive
(or, following his death, to Executive's beneficiaries) (A) his
full Base Salary through the Date of Termination, plus any earned
but unpaid annual Bonus under the Bonus Plan for the Bonus Year
prior to year in which the Qualifying Termination occurs, plus all
accrued and unused vacation for the year in which the Qualifying
Termination occurs, through the Date of Termination; and (B) as
liquidated damages in respect of claims based on provisions of this
Agreement or Executive's employment with the Company and provided
Executive executes and delivers a general release of all claims in
form attached hereto as Exhibit A no later than fifty (50)
days following the Date of Termination and does not revoke such
release, an additional amount equal to two times the sum of his
Base Salary at the rate in effect hereunder immediately prior to
the Qualifying Termination, payable in a single lump sum within 60
days after the Date of Termination. In addition, upon a Qualifying
Termination, Executive is entitled to retain all of his vested LTI
Shares.
(c)
Section 6(g)(i) of the Employment Agreement is amended to read in
its entirety as follows:
(A)
In the event of a Change of Control (as defined below) and a
termination of Executive's employment with the Company during the
12-month period immediately following such Change of Control by
Executive for Good Reason, or by the Company or its Successor
Without Cause (any such termination, a "Change of Control
Termination"), the Company, or its Successor, shall pay to
Executive (or, following his death, to Executive's beneficiaries),
(1) his full Base Salary through the day of termination, plus any
earned but unpaid annual Bonus under the Bonus Plan for the Bonus
Year prior to the year in which such Qualifying Ter
