Exhibit 10.28
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and
entered into on this 7th day of January,
2004, BETWEEN:
(1)
Crompton
Corporation, a Delaware corporation with offices located at
199 Benson Road, Middlebury, Connecticut 06749 (the "Company");
and,
(2)
Robert L. Wood,
residing at _____________________ ("the Employee").
THE COMPANY AND THE EMPLOYEE HEREBY AGREE,
in consideration of the mutual
obligations and covenants set forth below,
to the following terms and conditions
(all of which are subject to and not
effective until ratification by the
Company's Board of Directors):
1. Employment
The Company shall employ the Employee as
its President and Chief Executive
Officer, effective January 12, 2004,
subject to approval by its Board of
Directors and subject to the terms and
conditions specified in this Employment
Agreement ("the Employment"). In addition,
Company shall nominate Employee as a
member of its Board of Directors effective
January 12, 2004, subject to approval
by its Board of Directors and subject to
the terms and conditions specified in
this Employment Agreement ("the
Employment").
2. Place Of
Employment
The Employment shall be based in Company's
headquarters offices, currently
located at 199 Benson Road, Middlebury,
Connecticut 06749.
3. Duties
3.1
The Employee
shall devote all of his time, attention, and best
efforts to the Company's business. The Employee shall faithfully
and
diligently perform the duties and responsibilities assigned to
him
by the Company. The Employee shall use his best efforts,
judgment,
and energy to improve and advance the business and interests of
the
Company in a manner consistent with the duties of the
Employee's
position.
3.2
The Employee
agrees to comply with all federal, state, and local
laws applicable to his Employment. The Employee also agrees to
comply with all of the Company's rules, regulations, and policies
in
force during the Employment.
4. Exclusivity of
Service
While employed by the Company, the Employee
shall devote his entire working
time, attention, and energies to the
Company's business.
5. Compensation and
Benefits
5.1
The Company
shall pay the Employee a base gross salary ("Salary") of
seven-hundred and eighty
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thousand dollars ($780,000) per year, payable in equal gross
monthly
installments of sixty-five thousand dollars ($65,000). The
Company
may make deductions or withholdings as required by applicable
laws
and policies, or as may be or has been consented to by the
Employee.
The Company shall review and, in its sole discretion, adjust
Employee's Salary on an annual basis, provided that the Salary
shall
not be reduced below the initial level set forth in this
Employment
Agreement.
5.2
The Employee
shall also be entitled to earn an annual incentive
bonus of up to 160% of base salary, with a target of 100% of
Salary.
The performance
goals required to earn the annual incentive bonus
shall be approved by the Board of Directors and communicated to
the
Employee, and shall be consistent with the Company's existing
policies for similarly-situated key executives.
5.3
The Employee
shall also be granted stock options to acquire five
hundred thousand (500,000) shares of the Company's common stock
on
January 19, 2004 (in lieu of any grants in October of 2004
which
would pertain to 2005), fifty percent of which will vest and
become
exercisable on January 19, 2005 and the remaining fifty percent
will
vest and become exercisable on January 19, 2006. The foregoing
stock
options shall
otherwise have the normal terms and conditions
applicable to the stock options granted to other key executives
of
the Company under the Company's 1998 Long Term Incentive Plan in
its
present or subsequently amended form.
5.4
The Employee
shall also be granted a total of two hundred thousand
(200,000) shares of restricted stock on January 19, 2004,
one-third
of which will vest each successive year following the grant
until
said shares are fully vested (subject to Board of Directors
approval
and Employee still being employed by the Company). Any and all
dividends will accrue to the benefit of the Employee, and
Employee
shall be solely responsible for all taxes related to the stock
grants or exercises thereof under Sections 5.3 and 5.4 of this
Agreement. The foregoing restricted stock grant shall otherwise
have
the normal terms and conditions applicable to the restricted
stock
granted to other key executives of the Company under the
Company's
1998 Long Term Incentive Plan in its present or subsequently
amended
form.
5.5
The Company
shall also provide Employee with reimbursement for
reasonable temporary living expenses in Connecticut during and up
to
the conclusion of the first six months of this Employment
Agreement,
provided that in no event shall Company's obligation in this
regard
exceed six months of temporary living expenses. The provision
of
this reimbursement, as well as the types of expenses which
shall
qualify, shall at all times be governed by Company's policies
regarding temporary living or as the Board of Directors may
determine.
5.6
The Employee
shall also be eligible to participate in any vacation,
life, disability or other similar insurance plans, medical and
dental plans or other employee welfare benefit plans that may
be
provided by the Company for its key executives, in accordance
with
the provisions of any such plans.
5.7
The Company
shall, in accordance with and to the extent of its
policies, pay ordinary and necessary business expenses incurred
by
the Employee in performing his duties as a key executive, as well
as
reasonable membership fees and reasonable business use charges at
a
minimum of one (1)
club of the Employee's choosing (and a maximum
number and type as otherwise determined by the Company's Board
of
Directors). The Employee shall account promptly for all such
business expenses in the manner prescribed by the Company and
shall
submit, on request, all records necessary to confirm that the
Employee's business use of any club is more than fifty percent
(50%)
of the Employee's total use of such club.
5.8 During the Term (as defined
herein below in Section 10.1 of this
Agreement), the Employee shall
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be entitled to use of an automobile of his choice, the gross
value
of which is not to exceed sixty-thousand dollars ($60,000),
which
shall be leased by the Company.
5.9
The Employee
shall be entitled to certain financial assistance
(brokerage fees, etc.) in connection with the sale of his
current
residence outside of Connecticut, consistent with the terms of
Company's relocation policies. By way of clarification,
Employee
understands that Company shall have no obligation to purchase
Employee's current home or loan Employee money to purchase a
new
home.
5.10
The Company intends to
take such actions as may be reasonably
practicable so that its ability to take federal income tax
deductions with respect to the exercise of the options provided
for
above is not limited by the application of Section 162(m) of
the
Internal Revenue Code of 1986, as amended. However, Employee
acknowledges that it may not be feasible for the Company to
preserve
full deductibility, and he therefore agrees to cooperate with
the
Company in arranging to defer, under a mutually agreeable plan
of
deferred compensation, receipt of shares of the Company's
common
stock otherwise deliverable in connection with his exercise of
such
options if and to the extent necessary to preserve such
deductibility.
5.11
Employee agrees to buy
the Company's common stock with his own funds
from the Company at a timing and in an amount determined by the
Company's Board of Directors consistent with the Company's
policies
and practices in such regard for similarly-situated key
executives.
Employee also agrees to hold such stock for a minimum period of
time
as established by the Company's Board of Directors consistent
with
the Company's policies and practices in such regard for
similarly-situated key executives.
6. Reasonableness of
Restrictions
The Employee acknowledges that, during the
term of Employment, the Company will
provide the Employee with the use of and
access to trade secrets and
confidential information. In turn, the
Employee recognizes that, while
performing his duties hereunder he will
have access to and come into contact
with trade secrets and confidential
information belonging to the Company and
will obtain personal knowledge of and
influence over its customers and/or
employees. The Employee therefore agrees
that the restrictions contained in
Sections 7, 8, and 9 are reasonable and
necessary to protect the legitimate
business interests of the Company both
during and after the termination of the
Employment.
7. Confidentiality
7.1
The Employee
shall neither during the Employment (except in the
proper performance of his duties) nor at any time (without
limit)
after the termination thereof, howsoever arising, directly or
indirectly:
7.1.1 use
for his own purposes or those of any other person,
company, business entity, or other organization
whatsoever, or,
7.1.2
disclose to any person, company, business entity, or
other organization whatsoever,
any trade secrets or confidential information relating or
belonging
to the Company, including but not limited to any such
information
relating to clients or customers, client or customer lists or
requirements, market information, business plans or dealings,
financial information and plans, trading models, market access
information, research activities, any document marked
Confidential,
or any information which the Employee has been told is
Confidential
or which he might reasonably expect the Company would regard as
Confidential, or any information which has been given the Company
in
confidence by customers, suppliers, or other persons. Even if a
document has not been marked "Confidential," the Employee shall
treat the document and its contents as confidential information
if
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the Employee has been told or otherwise knows or reasonably
should
know the document and its contents are confidential.
7.2
The Employee
shall not at any time during the continuance of the
Employment with the Company make any notes or memoranda relating
to
any matter within the scope of the Company's business, dealings,
or
affairs otherwise than for the benefit of the Company.
7.3
In the event of
a breach or a threatened breach by the Employee of
the provisions of this Section, the Company shall be entitled to
an
injunction restraining the Employee from disclosing, in whole or
in
part, such information or from rendering any services to any
person,
firm, corporation, association, or other entity to whom such
information has been disclosed or is threatened to be
disclosed.
Nothing herein shall be construed as prohibiting the Company
from
pursuing any other
remedies available to the Company for such breach
or threatened breach, including the recovery of damages from
the
Employee.
8. Trade Secrets
8.1
During the term
of this Employment Agreement, the Employee
acknowledges that he will be afforded access to and become
familiar
wi
