Exhibit
10(w)
June 5,
2008
PERSONAL AND
CONFIDENTIAL
Mr. Matthew
Murphy
Dear
Matt,
I
refer to recent discussions in relation and write to confirm the
basis on which you (“Murphy”) will be seconded from
Material Sciences Corporation (“MSC”) to Material
Sciences (Shanghai) Trading Co., Ltd. The terms and conditions
outlined in this letter of understanding (“Agreement”)
will be in effect only for the period of your employment on this
assignment.
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1.
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Employment and
Duties .
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You will be
seconded from US Company, based in Elk Grove Village, IL to
Material Sciences (Shanghai) Trading Co., Ltd based in Shanghai,
China, in the role of Vice President – China Sales &
Marketing reporting to the MSC Chief Executive Officer. In such
capacity, you will perform such duties in relation to the business
of Material Sciences Corporation and any affiliates of Material
Sciences Corporation as may from time to time be assigned to you by
senior management of Material Sciences Corporation or Material
Sciences (Shanghai) Trading Co., Ltd. You shall travel to other
locations at such times as may be appropriate for the performance
of your duties under this Agreement. In the event this
international assignment is extended or a new assignment occurs, a
new agreement shall be executed. The new agreement will take into
account the conditions that exist at the newly contemplated
assignment location. You are subject to reassignment to any of the
Material Sciences Corporation locations throughout the world. Such
reassignment will depend on the future needs of Material Sciences
Corporation.
During your
international assignment, you shall have any authority to negotiate
on behalf Material Sciences Corporation, to modify or accept
contracts on behalf of Material Sciences Corporation, to otherwise
bind Material Sciences Corporation to any contract with any third
party and to conduct any business in the name of or on behalf of
Material Sciences Corporation.
This
assignment will begin June 7, 2008 and shall continue for a
period of up to three (3) years, unless sooner terminated by
either party upon thirty days prior written notice. In the event
MSC provides notice to Murphy, and Murphy’s spouse is still
employed in China as an expatriate, MSC in its notice to Murphy
will provide six (6) months forewarning of the anticipated end
of assignment date.
Regardless of any statement
contained in this Agreement, Material Sciences Corporation shall
have the right to terminate your employment at any time for
“Cause” as defined in section 8, upon thirty days prior
written notice to you. The term of assignment may be extended by
mutual agreement of the parties. Please note that all benefits
provided in this Agreement cease upon your return to the United
States.
During any period that you are on
assignment outside of China, this Agreement and your employment by
Material Sciences Corporation are subject to the proper and timely
processing of passport, visa, work permit and other related
documents, as well as medical and host country government
clearances, required of you in connection with such international
assignment.
The elements of this Agreement are
based on MSC’s policies and prior discussions with you, but
may change at MSC’s discretion.
Effective March 1, 2008 your
base salary will be $220,000.00 [U.S.] per annum. Once you are
relocated to Shanghai, you will be paid by Material Sciences
Corporation and by Material Sciences (Shanghai) Trading Co., Ltd.
on a “split” payroll basis; 60% through the Material
Sciences (Shanghai) Trading Co., Ltd. FESCO and 40% Material
Sciences Corporation U.S. payroll. Your base salary shall be
payable in accordance with MSC’s customary payroll practices
but in no event less often than monthly. Your performance
evaluation and salary review will follow MSC’s normal review
cycle.
Bonus: your participation will be at the 40% level of
base level under the MSC Management Incentive Plan (MIP). Bonuses
will be paid on the “split” payroll basis.
Long Term Incentives
(LTI): your participation
will be at the discretion of the MSC Board of Directors.
Assignment Bonus:
you will receive an annual
assignment bonus of $20,000.00 (less applicable taxes and
withholdings) paid after each 12 months on assignment. Partial
years will be prorated. This bonus will be paid out of the U.S.
payroll.
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3.3
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Pre-transfer
Trip Expenses .
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Material Sciences Corporation has
paid expenses related to a pre-assignment visit to Shanghai for you
and your spouse not to exceed five consecutive business days (or
seven consecutive calendar days), as long as the expenses comply
with Material Sciences Corporation travel guidelines. The
pre-assignment visit should be scheduled to coincide with business
purposes. The purpose of this trip was to investigate and secure
primary residence housing and determine which of your furnishings
and household items will be suitable for shipment to your new
location.
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3.4
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Goods & Services
Differential (“G&SD”).
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A G&SD will be paid to you at a
quarterly rate $8000.00 [U.S.] and will be paid in accordance with
MSC’s customary payroll practices, beginning with the payroll
cycle once you have relocated to Shanghai, net of applicable taxes
and other required withholding. Your G&SD will be reviewed at
the beginning of each quarter and will be adjusted (up or down) to
reflect the then-current G&SD provided by the consulting firm
of KPMG. This provision will be paid out of the U.S.
payroll.
You shall be reimbursed for all
reasonable business expenses incurred in the performance of your
duties pursuant to this Agreement to the extent such expenses are
substantiated in writing and are consistent with the policies of
MSC relating to the reimbursement of expenses.
You shall be entitled to participate
in all available Material Sciences Corporation employee benefit
plans while on assignment in Shanghai. Plan provisions will dictate
your inclusion or exclusion in such plans.
In addition, you will have coverage
in the General Motor’s benefit plans for medical, dental and
prescription drug provided in conjunction with your spouse’s
assignment with General Motors in Shanghai. In the event the
General Motor’s coverage becomes unavailable to you and/or
your spouse, MSC will make provisions to provide similar coverage
to the extent that coverage is available and such coverage has a
similar cost to MSC plans provided employees in the United
States.
You will be provided with suitable
housing consistent with the local market, including furniture
rental as needed and basic utilities (electricity, gas and/or
heating oil, water, trash disposal, and telephone installation
charges but not ongoing telephone charges) to a maximum cost of
$6600.00 [U.S.] per month. Standard house upkeep such as house
cleaning will be at your personal expense. Your Shanghai housing
allowance will commence upon the beginning date of the lease in
Shanghai. The lease will be entered into between MSC and the
leasing company/agent.
While on assignment, you will be
responsible for an amount that will be approximately the equivalent
of the income tax and social security that you would have paid had
you remained in your United States location. This amount is called
“home theoretical tax”. Where withholding is required,
home theoretical tax will be calculated and deducted from your MSC
compensation (including, but not limited to, base salary, annual
incentive, stock option proceeds or other awards under MSC’s
equity programs). In all instances you will ultimately be held
responsible for a U.S. theoretical tax.
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After your tax returns are prepared,
your tax obligation will be recomputed to reflect the actual facts
for the year (“Final Tax Obligation”) and the
difference between the taxes you have paid for the tax year and the
Final Tax Obligation (your “Tax Equalization
Settlement”) will be settled promptly thereafter. Because
withholdings may not have been at the level you are actually
responsible for paying under the China location and U.S. tax laws
or withholdings were not required to be made by Material Sciences
Corporation at time of payment or exercise, you may be responsible
for paying additional taxes based upon your Tax Equalization
Settlement. Conversely, if it is determined in your Tax
Equalization Settlement that taxes in excess of your actual
obligation under the China location and US tax laws were withheld,
the excess amount will be returned to you.
You will be required to comply with
all laws regarding the filing of any required income tax returns.
You will be responsible and liable for the submission of host and
home country tax returns. To assist you in this r