EXECUTIVE EMPLOYMENT
AGREEMENT
THIS
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), is made
and entered into as of the 15th day of July, 2008 by and between
Tronox Incorporated, a Delaware corporation (hereinafter the
“Company” or “Employer”), and Dennis L.
Wanlass (hereinafter the “Executive”).
WHEREAS:
The parties desire to set forth their agreements regarding
employment of the Executive by the Company; and
WHEREAS,
Executive has unique talents which will be of a benefit to the
Company both presently and in the future; and
WHEREAS,
the Board of Directors of the Company (hereinafter the
“Board” which term includes any committees of the
Board) considers the employment of the Executive to be in the best
interest of the Company and its stockholders; and
WHEREAS,
this Agreement is intended to comply with the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”). This Agreement shall be interpreted,
operated, and administered in a manner consistent with these
intentions, and the parties agree to amend this Agreement further
(if necessary) in order to avoid the adverse tax consequences of
Code Section 409A.
NOW,
THEREFORE, in consideration of the premises and the covenants and
agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive agree as
follows:
1.
Term . This Agreement shall become effective on the date
hereof first written above (the “Effective Date”) and
remain in effect until the first anniversary thereof. Unless the
Company informs the Executive, in writing, at least 60 days
prior to the end of the initial term or any renewal date, that this
Agreement shall not be renewed, this Agreement shall automatically
renew for additional one (1) year terms on each successive
anniversary date of the preceding term. The foregoing shall
constitute the “Term” of this Agreement for purposes
hereof and all of the period during the Term shall be referred to
as the “Employment Period”.
2.
Position and Duties . Executive shall serve as an executive
vice president of the company and shall perform the duties normally
incidental to such position, and such other duties and
responsibilities as may be prescribed from time to time by the
Board. Executive will report to the Board through a single Board
member or committee of the Board to be named at a later time.
During the Employment Period, Executive will devote substantially
all of Executive’s working time, attention and energies
(other than absences due to illness or vacation) to the performance
of Executive’s duties for the Company. Notwithstanding the
above, Executive will be permitted, to the extent such activities
do not interfere with the performance by Executive of
Executive’s duties and responsibilities under this Agreement
or violate an provisions of this
Agreement, to
(i) manage Executive’s personal, financial and legal
affairs, and (ii) serve on civic or other boards or
committees.
3. Place
of Performance . Executive’s place of employment will be
the Company’s principal executive offices in Oklahoma City,
Oklahoma.
4.
Compensation and Related Matters .
(a)
Base Salary . During the Employment Period, the Company will
pay Executive a base salary (“Base Salary”) in the
amount of $500,000. Any adjustments to the Base Salary will be set
by the Board and reviewed in accordance with the Company’s
compensation policies from time to time as established by the
Board. The Base Salary will be paid in approximate equal
installments in accordance with the Company’s customary
payroll practices.
(b)
Bonus . During each year of the Employment Period, Executive
will be eligible to participate in the Company’s Annual
Incentive Compensation Plan as amended, replaced and determined
from time to time by the Board.
(c)
Welfare, Pension and Incentive Benefit Plans . During the
Employment Period, Executive (and Executive’s spouse and/or
dependents to the extent provided in the applicable plans and
programs) will be entitled to participate in and be covered under
all the welfare benefit plans or programs maintained by the Company
for the benefit of its senior executive officers pursuant to the
terms of such plans and programs including, without limitation, all
medical, life, hospitalization, dental, disability, accidental
death and dismemberment and travel accident insurance plans and
programs. In addition, during the Employment Period, Executive will
be eligible to participate in all pension, retirement, savings and
other employee benefit plans and programs and long-term incentive
plans maintained from time to time by the Company for the benefit
of its senior executive officers.
(d)
Fringe Benefits . During the Employment Period, the Company
will provide Executive with such other fringe benefits as
determined from time to time by the Board.
(e)
Vacation . Executive shall be entitled to four weeks
vacation.
(f)
Housing, Commuting and Relocation Costs . The company will
lease a furnished apartment in Oklahoma City for Executive’s
use for a one-year period (which may be extended with Board
approval) and shall reimburse the Executive for reasonable actual
commuting expenses incurred during this time. If and when Executive
and the Board mutually agree upon Executive’s relocation to
Oklahoma City, Executive will be eligible for the Company’s
relocation policy for employees at Executive’s
level.
5.
Termination of Employment and Compensation; Definitions
.
(a)
Involuntary Termination of Employment . In the event of the
termination of Executive’s employment by the Company for
reasons other than the Executive’s voluntary resignation or
Cause (as defined below), the Executive shall be entitled to:
(i) a lump sum payment in an amount equal to two
(2) times the Executives then effective Base Salary; and
(ii) continued medical, dental, vision, and life insurance
coverage (excluding accident, death, and disability insurance) for
the Executive and the Executive’s eligible dependents, on the
same basis
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as in effect
prior to the Executive’s termination for a period ending on
the earlier of (A) thirty-six months following the date of the
Executive’s termination or (B) the commencement of
comparable coverage by the Executive with a subsequent employer;
provided, however, to the extent required, to effect the foregoing,
the Company shall reimburse the Executive for the COBRA premiums
paid by the Executive for the first six months following the
Executive’s termination on or before the first business day
of the eighth month following the Executive’s termination.
The Company shall also pay the Executive’s COBRA premiums for
a period commencing on the six-month anniversary of the date of the
Executive’s termination through the end of the COBRA period.
Subsequent to the COBRA period, the Company shall continue to
provide, for a period of up to 18 months following the last
day of the Executive’s COBRA period, the Executive (and the
Executive’s eligible dependents, if applicable) with the same
level of health insurance benefits upon substantially similar terms
and conditions (including contributions required by the Executive
for such benefits) as existed immediately prior to the
Executive’s termination.
In addition, if
within twelve (12) months after a Change in Control (as
defined below), the Executive’s employment shall be
terminated for any reason other than the Executive’s
Disability or Retirement, death or for Cause, then all benefits
provided under the Company’s long term incentive plan will
immediately vest.
(b)
Change in Control . For purposes of this Agreement, a
“Change in Control” shall be deemed to have occurred
if, beginning on the Effective Date and before the end of the Term
of this Agreement:
(i) any
person (“Person”) as defined in Section 9(a)(9) of
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and as used in Section 13(d) and 14(d)
thereof, including a “group” as defined in Section
13(d) of the Exchange Act but excluding the Company and any
subsidiary and any employee benefit plan sponsored or maintained by
the Company or any subsidiary (including any trustee of such plan
acting as trustee), directly or indirectly, becomes the
“beneficial owner” (as defined in Ruled 13d-3 under the
Exchange Act), of securities of the Company representing 25% or
more of the combined voting power of the Company’s then
outstanding securities (other than indirectly as a result of the
Company’s then outstanding securities (other than indirectly
as a result of the Company’s redemption of its securities);
or
(ii) the
consummation of any merger or other business combination of the
Company, sale of 50% or more of the Company’s assets,
liquidation or dissolution of the Company or combination of the
foregoing transactions (the “Transactions”) other than
a Transaction immediately following which the shareholders of the
Company and any trustee of fiduciary of any Company employee
benefit plan immediately prior to the Transaction own at least 60%
of the voting power, directly or indirectly, of (A) the
surviving corporation in any such merger or other business
combination; (b) the purchaser of or successor to the
Company’s assets; (c) both the surviving corporation and
the purchaser in the event of any combination of Transactions; or
(D) the parent company owning 100% of such surviving
corporation, purchaser or both the surviving corporation and the
purchaser, as the case may be; or
(iii) within
any twenty-four month period, the persons who were directors
immediately before the beginning of such period (the
“incumbent Directors”) shall
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cease (for any
reason other than death) to constitute at least a majority of the
Board or the board of directors of a successor to the Company. For
this purpose, any director who was not a director at the beginning
of such period shall be deemed to be an Incumbent Director if such
director was elected to the Board by, or on the recommendation of
or with the approval of, at least two-thirds of the directors who
then qualified as Incumbent Directors (so long as such director was
not nominated by a person who commenced or threatened to commence
an election contest or proxy solicitation by or on behalf of a
person (other than the Board) or who has entered into an agreement
to effect a Change in Control or expressed an intention to cause
such a Change in Control); or
(iv) a
majority of the members of the Board in office immediately prior to
a proposed transaction determine by a written resolution that such
proposed transaction, if taken, will be deemed a Chance in Control
and such proposed transaction is consummated.
(c)
Termination due to Death or Disability . In the event
Executive’s employment shall be terminated by Death or
Disability, the Company shall pay Executive or the
Executive’s estate or beneficiary, as the case may be, unpaid
salary and expenses reimbursable under Section 4 for all
periods through the effective date of termination. In addition, the
Company shall be obligated to make payments pursuant to the terms
of the then existing employee benefit programs specified in
Section 4 of the Agreement; and except as provided in this
Section 5(c), all payments under this Agreement shall cease,
other than those payments which had accrued, but were not yet paid,
on the date described in this Section 5(c).
(i)
Disability . For purposes of this Agreement,
“Disability” shall mean the Executive’s absence
from the full-time performance of the Executive’s duties (as
such duties existed immediately prior to such absence) for 180
consecutive business days, when the Executive is disabled as a
result of incapacity due to physical or mental illness.
(ii)
Retirement . For purposes of this Agreement,
“Retirement” shall mean the Executive’s voluntary
termination of employment pursuant to late, normal or early
retirement under a pension plan sponsored by an Employer, as
defined in such plan, but only if such retirement occurs prior to a
termination by an Employer without Cause or by the Executive for
Good Reason.
(d)
Termination for Cause . If the Board terminates
Executive’s employment for Cause, as defined below, such
termination shall relieve Company of its obligation to make any
payments under this Agreement, except for salary and vacation
accrued to the date of termination, expenses reimbursable under
Section 4 and other payments that may be payable under
then-existing employment benefit programs specified in
Section 4 of the Agreement. “Cause” termination
includes, but is not limited to:
(i) habitual
neglect, after counseling, of the duties that Executive is required
to perform under the terms of this Agreement;
(ii) repeated
violations of written or generally known reasonable and substantial
rules governing employee performance and conduct;
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