Exhibit 10.23
Form of Employee Performance
Share Agreement
[Recipient’s
Name]
PERFORMANCE
SHARE AGREEMENT
THIS AGREEMENT,
made in Fairlawn, Ohio as of
,
, by and
between OMNOVA Solutions Inc., an Ohio corporation (the
“Company”) and the undersigned employee of the Company
(“Employee”);
WHEREAS, the
Company maintains the OMNOVA Solutions Amended and Restated 1999
Equity and Performance Incentive Plan (the “Plan”),
which is incorporated into and forms a part of this Agreement, and
the Employee has been selected by the Compensation and Corporation
Governance Committee of the Company’s Board of Directors (the
“Committee”), which Committee is charged with
administering the Plan, to receive a Performance Share Award under
the Plan;
NOW, THEREFORE, IT
IS AGREED, by and between the Company and the Employee, as
follows:
1.
Definitions . The following terms used in this Agreement
shall have the meanings set forth in this paragraph 1:
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(b)
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The “Grant Date” is
,
.
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(c)
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The number of
“Performance Shares” shall be up to a maximum of
shares. “Performance Share” means a bookkeeping entry
that records the equivalent of one Common Share awarded pursuant to
this Agreement and the Plan. The “Performance Period”
is the period beginning on
,
, and
ending on
,
.
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Any defined term
used in this Agreement but not otherwise defined herein shall have
the meaning given such term in the Plan.
2. Award .
Subject to the terms of this Agreement and the Plan, the Employee
is hereby granted the number of Performance Shares as set forth in
paragraph 1.
3. Settlement of
Awards . The Company shall deliver to the Employee one share of
OMNOVA Solutions Common Stock, par value $.10 per share
(“Common Share”) (or cash equal to the Market Value per
Share, as defined in the Plan) for each Performance Share earned by
the Employee, as determined in accordance with the provisions of
Exhibit 1, which is attached to and forms a part of this Agreement.
The earned Performance Shares payable to the Employee in accordance
with the provisions of this paragraph 3 shall be paid solely in
Common Shares, solely in cash based on the trailing 200-day average
closing price per share of OMNOVA Common Stock on the New York
Stock Exchange (determined as of the first business day next
following the last day of the Performance Period), or in a
combination of the two, as determined by the Committee in its sole
discretion, except that cash shall be distributed in lieu of any
fractional Common Shares.
4. Time of
Payment . Except as otherwise provided in this Agreement,
payment of Performance Shares earned in accordance with the
provisions of paragraph 3 will be delivered as soon as practicable
after the end of the Performance Period; provided, however, that
prior to payment, the Committee must certify the Performance Goals
set forth in Exhibit 1 that have been achieved.
5. Retirement,
Disability, or Death during Performance Period . If the
Employee’s employment with the Company and Subsidiaries
terminates during the Performance Period because of the
Employee’s retirement, disability, or death, the Employee
shall be entitled to a prorated value of the Performance Shares
earned in accordance with Exhibit 1, determined at the end of the
Performance Period, and based on the ratio of the number of months
the Employee is employed during the Performance Period to the total
number of months in the Performance Period. For purposes of this
Agreement, “retirement” of the Employee shall mean
termination of Employee’s employment for any reason (other
than for cause) at or after (a) attainment of age 65 or
(b) attainment of age 55 and completion of 10 years of
service; and “disability” shall mean a permanent and
total disability, physical or mental, as defined in the OMNOVA
Solutions Long Term Disability program and as determined by the
Committee.
6. Termination
of Employment during Performance Period . If the
Employee’s employment with the Company and the Subsidiaries
terminates during the Performance Period for any reason other than
the Employee’s retirement, disability, or death, the
Performance Shares granted under this Agreement will be forfeited
on the date of such termination of employment; provided, however,
that in such circumstances, the Committee, in its discretion, may
determine that the Employee will be entitled to receive a pro rata
or other portion of the Performance Shares.
7. Change In
Control . (a) If the Employee’s employment with the
Company or a Subsidiary is terminated within three years following
a Change in Control either involuntarily (other than for death,
disability, retirement or cause) or voluntarily pursuant to
Section 3(b) of a Severance Agreement between the Employee and
the Company, the Employee shall be entitled to immediate payment of
(a) any Performance Shares due to him at the time of his
termination for any Performance Period already completed, and
(b) a prorated number of Performance Shares for each
Performance Period which has not been completed at the time of his
termination, calculated using the “target” attainment
of Performance Goals for that portion of any Performance Period not
completed and prorated based on the ratio of the number of months
the Employee is employed during the Performance Period through the
date of his termination. Notwithstanding the provisions of
paragraph 3, the value of Performance Shares earned in accordance
with the foregoing provisions of this paragraph 7 shall be
delivered to the Employee i
