Exhibit 10.8.4
SEPARATION AGREEMENT AND
RELEASE
ALBEMARLE CORPORATION
(“Corporation”) and PAUL F. ROCHELEAU
(“Employee”) in consideration of their mutual promises
herein set forth, agree as follows:
1. Transition .
Employee will transition his current accountabilities as Senior
Vice President and Chief Financial Officer effective September 1,
2005 (the “Transition Date”). As of the Transition
Date, Employee will cease to be CFO, relinquish officer status and
resign all Officer and Board positions with the Corporation and any
of its subsidiaries and affiliates. Employee shall provide the
support reasonably necessary to provide a smooth transition with
his successor. Employee will continue as a senior advisor reporting
to, and advising, the Chief Executive Officer of the Corporation
(the “CEO”) on certain business and financial matters
for a period of six months following the Transition Date. However,
commencing ninety (90) days after the Transition Date, Employee may
join the board of directors of other companies and within
forty-five (45) days after the Transition Date, Employee may
provide paid, part-time consulting advice provided Employee
complies with the provisions of Article 13 hereof and Employee does
not become an employee of any such company until after the
Termination Date.
2. General. In
consideration of Employee’s service and contributions to the
Corporation and upon the agreement of the Executive Compensation
Committee of the Corporation’s Board of Directors regarding
the terms of this Agreement, and Employee’s agreement to the
conditions of this Agreement, Employee and the Corporation agree
that the benefits provided to Employee under this Agreement shall
be in lieu of any other benefits under any other severance program
of the Corporation or under Employee’s original employment
offer letter.
3. Termination of Employment;
Salary . Employee will remain an employee of the
Corporation and Employee’s base salary will remain at
$29,166.67 per month through February 28, 2006, unless terminated
earlier pursuant to this Agreement or Employee elects to resign
voluntarily (the “Termination Date”). Until the
Termination Date, Employee will continue to participate in all
employee benefit plans generally available to employees of the
Corporation under the terms of those plans. Unless Employee
voluntarily resigns, the Corporation will not contest
Employee’s application for unemployment insurance.
4. 2005 Bonus . Except
as provided in Sections 15 and 16, Employee will receive a bonus
for 2005, to be paid on February 28, 2006 after receipt of the
release set forth as Exhibit A, equal to $175,000. Employee will
not be entitled to any bonus for service in 2006.
5. Performance Units .
Under the terms of Employee’s Performance Unit Agreements,
the grant Employee received in 2002 will not vest during the period
of Employee’s employment. As such, this grant shall be
forfeited at the Termination Date. The grant Employee received in
2004 will be earned at the end of 2005 and 50% shall be vested
immediately. The multiple of units to determine the earned award
shall be the
1
multiple as provided under the Performance Unit
Agreement. The vested stock will be awarded to Employee in early
2006 at the same time other participants receive their stock.
Employee will be eligible to receive this award provided the
Termination Date is after December 31, 2005. The balance of the
earned award will be forfeited as it does not vest for another
year.
6. Vacation . Employee
will be paid for any unused vacation for 2005 within fifteen (15)
days after the Termination Date. Except as provided in Section 16,
if the Termination Date occurs after December 31, 2005, Employee
shall be entitled to be paid for four (4) weeks of vacation for
2006.
7. Stock Options .
Employee will be able to exercise stock options Employee holds that
are exercisable according to the agreements covering each grant.
This includes currently outstanding option grants Employee received
in 2002 (100% exercisable as of June 17, 2005), and in 2003 (100%
exercisable as of January 30, 2006, provided the Termination Date
has not occurred by that date). These may be exercised at any time
after they are fully vested up until sixty (60) days after the
Termination Date under the terms specified in the stock option
agreements. The Corporation shall use reasonable efforts not to
involve Employee in a situation where Employee would be legally
prevented from exercising his vested stock options within such
sixty (60) day period.
8. Pension . Employee
has vested a right to a pension under the Retirement Income Plan of
the Corporation, based on Employee’s years of service and
compensation earned while employed. Employee has not met the
vesting requirements for the short service benefit under the
Supplemental Executive Retirement Plan (the “SERP”).
Therefore, no benefit will be paid to Employee under the
SERP.
9. Savings Plan .
Employee will be able to make the normal distribution elections
regarding Employee’s Savings Plan account.
10. Deferral Plan .
Employee will receive a full disbursement of any deferred
compensation amounts within six (6) months after the Termination
Date according to the terms of that Plan.
11. Return of Property;
Intellectual Property Rights . Employee will return to the
Corporation within 45 days of the Transition Date all property
owned by the Corporation, that is in any way material to the
Corporation, including files, documents, data and records (whether
on paper, tapes, disks, or in any other form, electronic or
otherwise), office equipment, credit cards, and not retain any
copies, except that Employee may retain copies of address files
compiled during his employment. Employee will retain employee
identification cards through the Termination Date and then return
those on or before that date. For ninety (90) days after the
Transition Date, the Corporation shall provide Employee with an
appropriate office and Employee shall retain his email access, cell
phone and blackberry (if such devices are provided by the
Corporation). Employee acknowledges that the Corporation is the
rightful owner of any programs, ideas, inventions, discoveries,
copyright material, or trademarks that Employee may have originated
or developed, or assisted in originating or developing, during
Employee’s period of employment with the Corporation where
any such origination or
2
development involved the use of company time or
resources, or the exercise of Employee’s responsibilities for
or on behalf of the Corporation. Employee will at all times, before
and after the Termination Date, cooperate with the Corporation by
executing and delivering documents and taking any other actions as
are necessary or requested by the Corporation to assist the
Corporation in patenting, copyrighting, or registering any
programs, ideas, inventions, discoveries, copyright material, or
trademarks, and to vest title thereto in the
Corporation.
12. Proprietary and
Confidential Information . Employee will at all times
preserve the confidentiality of all proprietary information and
trade secrets of the Corporation except to the extent that
disclosure of such information is legally required. The phrase
“proprietary information” means material information
that has not been disclosed to the public and that is treated as
confidential within the business of the Corporation such as
strategic or tactical business plans; undisclosed financial data;
ideas, processes, methods, techniques or systems specific to the
Corporation; or patented or copyrighted information, models,
devices, programs, computer software, or related information;
documents related to regulatory matters and correspondence with
governmental entities; undisclosed information concerning any past,
pending, or threatened legal dispute; pricing and cost data;
reports and analyses of business prospects; business transactions
which are contemplated or planned; research data; personnel
information and data; identities of users and purchasers of any of
the Corporation products or services; and other confidential
information pertaining to
