Exhibit 10.2
TERMINATION AGREEMENT AND
RELEASE
This Agreement and Release is made and entered
into by and between David Pruett (“Pruett”) and CF
INDUSTRIES, INC., including its owners, parents, divisions,
subsidiaries, affiliates, employees, directors, officers, trustees,
successors and assigns (“Company”). To ensure
that Pruett’s separation from CF is amicable, CF and Pruett
agree as follows:
1. Pruett’s termination from the Company is
effective as of the close of business on March 31, 2009 and
any and all entitlements Pruett may have had as an employee of the
Company cease as of that date and time except as expressly set out
below.
2. CF will pay Pruett as severance $320,000.00
(less applicable tax withholdings) payable no later than
April 15, 2009.
3. As additional consideration for this agreement,
Pruett is offered a consulting assignment as an independent
contractor from the period April 1, 2009 through
August 31, 2009. (See attached consulting
assignment.) Per the 2005 Equity and Incentive Plan and
corresponding Non-Qualified Stock Option Award Agreement and
Restricted Stock Award Agreements, Pruett’s awards will
continue to vest during his consultancy period.
4. CF will pay Pruett, no later than
April 15, 2009, a lump sum payment equal to the value of his
2009 earned, unused vacation, less applicable tax
withholdings. Pruett will be paid for 28 days of earned,
unused vacation.
5. Pruett’s eligibility for all benefits and
other entitlements will end on March 31, 2009, except with
respect to those benefits that have already vested.
6. After March 31, 2009, Pruett can elect to
have CF assist him in securing a private medical insurance policy
through BlueCross BlueShield. For a medical policy similar to
that of active employees, CF will pay up to $800 per month for
Pruett’s coverage. Pruett will pay the remainder.
CF will pay Pruett quarterly for its portion of medical premiums
for a period to last no longer than 5 years following his
termination date. Pruett will invoice the CF Benefits
Department quarterly. Should Pruett decide not to secure a
private insurance policy with CF’s assistance, he will be
eligible to continue his medical insurance for up to 18 months
through COBRA. During the COBRA period, Pruett will pay the
equivalent of the active employee portion of premiums and CF will
pay the remainder. Additionally, Pruett can continue coverage
in dental insurance and flexible spending accounts through
COBRA.
7. CF will provide Pruett with the Career
Transition Coaching Individual Transition Program through
SSP-BPI.
8. CF will provide Pruett’s dates of
employment and positions that he held in response to reference
checks by prospective employers. The Company will not be
liable for any reference related statements made by individuals
other than those listed below. Prospective employers should
request reference information in writing to:
Wendy Jablow Spertus
Vice President, Human
Resources
CF Industries
4 Parkway North,
Suite 400
Deerfield, IL 60015
Pruett agrees not to disparage the
Company, its directors, officers and employees and CF agrees that
the directors and officers of the company will not disparage
Pruett.
9. Pruett agrees not to seek re-employment with
the company at any time in the future and any such application will
be denied pursuant to the terms of this Agreement.
10. Pruett acknowledges that, in the course of his
employment with CF and particularly as its Sr. Vice President,
Operations, he became aware of confidential, proprietary and trade
secret information of the Company and that he is restricted to the
extent of applicable law regarding the use and disclosure of such
information. Pruett also acknowledges tha
