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CHEMTURA CORPORATION EXECUTIVE AND KEY EMPLOYEE SEVERANCE PLAN

Termination Severance Agreement

CHEMTURA CORPORATION EXECUTIVE AND KEY EMPLOYEE 

 

SEVERANCE PLAN
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This Termination Severance Agreement involves

CHEMTURA CORP

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Title: CHEMTURA CORPORATION EXECUTIVE AND KEY EMPLOYEE SEVERANCE PLAN
Governing Law: Connecticut     Date: 4/26/2007
Industry: Chemical Manufacturing     Sector: Basic Materials

CHEMTURA CORPORATION EXECUTIVE AND KEY EMPLOYEE 

 

SEVERANCE PLAN
, Parties: chemtura corp
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CHEMTURA CORPORATION EXECUTIVE AND KEY EMPLOYEE

 

SEVERANCE PLAN

 

As Amended Effective as of April 15, 2007

 

PREAMBLE

 

Chemtura Corporation (“Chemtura”) adopted the Chemtura Corporation Executive And Key Employee Severance Plan (the “Plan”) to formalize its severance pay policy as it applies to eligible employees of Chemtura and all of the subsidiaries and affiliates of Chemtura. Effective as of April 15, 2007, Chemtura hereby amends the Plan as set forth herein. As used herein, the masculine pronoun shall include the feminine, and the singular shall include the plural, unless a contrary meaning is clearly intended.

 

The Plan is intended to fall within the definition of an "employee welfare benefit plan" under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). This document is intended to serve as the Plan document and the summary plan description of the Plan. As such, this document supersedes and replaces any prior plan, summary plan descriptions, summaries, policies, publications, memos or notices regarding the Plan and any other severance benefits.

 

All rights of Participants to benefits relating to this Plan shall be governed by the executed agreement and general release, provided by the Company in connection with a Participant’s termination of employment, acknowledgement of receipt form, and the Plan. Any employee who participates in this Plan shall not be entitled to any benefits under any other severance policy, plan or practice of: (i) the Company (including the Chemtura Corporation Severance Plan or the Great Lakes Chemical Corporation Severance Plan for Salaried and Non-Union Hourly Employees); (ii) any predecessor thereto; or (iii) any respective subsidiary or affiliate thereof, or pursuant to which the Company is bound or obligated to provide such benefits, including prior versions of the Plan. All such other severance (whether voluntary or involuntary) policies, plans and practices of the Company in effect for eligible employees prior to the effective date of this Plan shall be deemed amended and superseded in their entirety by this Plan to the extent that they would provide benefits to Participants upon their termination of employment.

 

In the event that the terms of the Plan are inconsistent with other documents or other written or verbal communications provided by the Company or its representatives with respect to this severance program, the terms of the Plan shall govern. The Plan may not be amended or changed except in accordance with the provisions set forth below.

 

 

 

 


 

 

 

Section 1

 

Definitions

 

Capitalized terms used in the Plan and not elsewhere defined herein shall have the meanings set forth in this Section:

 

1.1   Acknowledgement of Receipt Form ” shall mean the agreement provided by the Company to an Eligible Employee which must be signed by the Eligible Employee in order to become a Participant hereunder. In the Acknowledgment of Receipt Form, the Eligible Employee will, among other things, agree to be bound by the terms hereof and to acknowledge that this Plan supersedes any and all prior arrangements, agreements, or understandings between the Eligible Employee and the Company regarding severance, separation, termination, change in control, or similar types of benefits or pay.

 

1.2   Agreement ” shall mean a separation agreement and general release in such form as Chemtura, in its sole discretion, determines (the “Agreement”).

 

1.3   Base Salary ” shall mean the Participant’s rate of base pay on his Termination Date, as reflected on the Company's payroll records, and not including bonuses, overtime pay, compensatory time-off, commissions, incentive or deferred compensation, employer contributions towards employee benefits, or any other additional compensation. For purposes of this Plan, a Participant's base pay or salary shall include any salary reduction contributions made on his or her behalf to any plan of the Company under Section 125, 132 or 401(k) of the Code. Notwithstanding the foregoing, following a Change of Control, Base Salary under this Plan shall not be less than the highest amount during the 90 day period preceding a Change of Control.

 

1.4   Cause ” shall mean any definition of cause contained in a Participant’s employment agreement or separation agreement governing the terms of a Participant’s separation from employment with the Company other than upon a change of control, and, if such agreement does not exist or cause is not defined therein, “Cause” shall mean, during the course of employment: (i) theft, fraud, embezzlement or intentional disclosure of confidential and/or proprietary information; (ii) conduct or plans to engage in conduct that would be considered competition or solicitation under Section 8.1 or 8.2, respectively, of the Plan; (iii) willful disregard for or neglect by the Participant of his or her duties or the interests of the Company; (iv) conviction of a felony or any criminal offense; (v) breach of fiduciary duty, duty of loyalty or other breach of trust; (vi) any willful act against the material financial interests of the Company; or (vii) willful destruction of property of the Company.

 

1.5   " Change of Control " shall mean a change of control of Chemtura that would be required to be reported in response to Item 1(a) of the Current Report on Form 8 K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without limitation, such a "Change of Control" shall be deemed to have occurred if: (i) a third person, including a "group" as such term is used in Section 13(d)(3) of the Exchange Act, other than the trustee of any employee benefit plan of the Company, becomes the beneficial owner, directly or indirectly, of more than 50% of the combined voting power of Chemtura’s outstanding voting securities ordinarily having the right to vote for the election of directors of Chemtura; (ii) during any period of 24 consecutive months individuals who, at the beginning of such consecutive 24 month period, constitute the Board of Directors of Chemtura (the "Board" generally and as of the date hereof the "Incumbent Board") cease for any reason (other than retirement upon reaching normal retirement age, disability, or death) to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by Chemtura's shareholders, was approved by a vote of at least three quarters of the directors who at the time of such election or nomination for election comprise the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Chemtura, as such terms are used in Rule 14a 11 of Regulation 14A promulgated under the Exchange Act) shall, for purposes of this Plan, be considered a member of the Incumbent Board; or (iii) Chemtura shall cease to be a publicly owned corporation having its outstanding Common Stock listed on the New York Stock Exchange or quoted in the NASDAQ National Market System.

 

 

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1.6   Chemtura ” shall mean Chemtura Corporation.

 

1.7   Code ” shall mean the Internal Revenue Code of 1986, as amended.

 

1.8   Company ” shall mean Chemtura and its subsidiaries and affiliates that participate in the Plan with the approval of the Board of Directors of Chemtura.

 

1.9   Eligible Employees ” shall mean all Executive Officers and Key Employees. Notwithstanding the foregoing, an Eligible Employee shall not include any individual: (i) designated by the Company as an independent contractor and not as an employee at the time of any determination; (ii) being paid by or through an employee leasing company or other third party agency; (iii) designated by the Company as a freelance worker and not as an employee at the time of any determination; (iv) classified by the Company as a seasonal, occasional, limited duration, or temporary employee, during the period the individual is so paid or designated; (v) designated by the Company as a leased employee, during the period the individual is so paid or designated; (vi) who is the Chief Executive Officer of Chemtura; (vii) who is eligible to participate in or receive benefits from the Chemtura Corporation Severance Plan; or (viii) covered by any (x) governmental severance program and/or (y) collective bargaining agreement, in each case which contains provisions relating to post-termination of employment salary or benefits or other severance benefits. Any such individual shall not be an Eligible Employee even if he or she is later retroactively reclassified as a common-law employee of the Company during all or any part of such period pursuant to applicable law or otherwise.

 

1.10   ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

 

1.11   Executive Officer ” shall mean each active, full-time executive officer of the Company. For purposes of the Plan, a full-time employee is an employee of the Company who is regularly scheduled to work at least 32 hours per week.

 

 

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1.12   Good Reason ” shall mean: (i) the Company changes the Participant’s status, title or position as an officer of the Company and such change represents a material reduction in such status, title or position, and/or (ii) the Company materially reduces the Participant’s base salary and / or   target bonus, and/or (iii) the Company fails to provide equity compensation to the Participant which is at least as favorable to the Participant in terms of timing, value and type of award as other similarly situated employees, and/or (iv) any attempted relocation of the Participant’s place of employment to a location more than 50 miles from the location of such employment on the date of such attempted relocation, in each case as compared to the Participant’s entitlements immediately prior to the Change of Control, and such change, breach or reduction is not cured by the Company within fifteen (15) days from the date the Participant delivers a notice of termination for Good Reason. Such notice of termination for Good Reason shall include the specific section of this Plan which was relied upon and the reason that the Company’s act or failure to act has given rise to his termination for Good Reason.

 

1.13   Involuntary Termination ” shall mean the termination of a Participant’s employment by the Company for any reason; provided, however, that an Involuntary Termination of a Participant’s employment shall not occur if:

 

(a)   the termination of the Participant’s employment is due to (i) the transfer of the Participant to an affiliate or subsidiary of the Company, (ii) the transfer of any operations of the Company or a subsidiary, operation, section or division of the Company to an affiliate of the Company or an entity unrelated to the Company (irrespective of whether assets of the Company or any such subsidiary, operation, section or division are sold or transferred to such unrelated entity), or (iii) the purchase of the Company or a subsidiary, operation, section or division of the Company by a third party purchaser, and, in each case, the Participant is offered comparable employment by the purchaser, as determined by the Company in its sole discretion;

 

(b)   the Participant’s employment terminates on account of the Participant’s (i) death, (ii) disability, as defined under the Company’s long-term disability plan or (iii) retirement under a tax-qualified retirement plan of the Company covering such Participant;

 

(c)   the Participant’s employment is terminated for Cause; or

 

(d)  the Participant resigns his employment with the Company or fails to continue reporting to work and performing satisfactorily his job duties through the Termination Date, unless the Company agrees in writing to release him earlier.

 

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1.14   Key Employee ” shall mean each active, full-time employee designated in writing by the Compensation Committee of the Board of Directors of Chemtura. For purposes of the Plan, a full-time employee is an employee of the Company who is regularly scheduled to work at least 32 hours per week.

 

1.15   Participant ” shall mean an Eligible Employee who has satisfied the conditions for participation set forth in Section 2.

 

1.16   Plan ” shall mean this Chemtura Corporation Executive And Key Employee Severance Plan.

 

1.17   Plan Administrator ” shall mean Chemtura or any entity or person designated by Chemtura. Unless the Board of Directors of Chemtura designates another person or entity, the Plan Administrator shall be the Chemtura Corporation Employee Benefits Committee.

 

1.18   Termination ” shall mean either an Involuntary Termination or a Voluntary Termination.

 

1.19   Termination Date ” shall mean the effective date of the termination of the Participant’s employment with the Company as designated by the Company in writing.

 

1.20   Voluntary Termination ” shall mean the Participant’s resignation from employment with the Company for Good Reason within twenty-four months following a Change of Control, provided the Participant provides the Company with notice of such resignation at least 6 months prior to the resignation date.

 

Section 2

 

Participation

 

2.1.   An Eligible Employee shall become a Participant in this Plan only if he (i) signs and returns an Acknowledgment of Receipt Form to the Plan Administrator within one week of being presented with such form by the Company and (ii) has executed a Chemtura form of Confidentiality and Assignment of Work Product Agreement which is dated no earlier than his Acknowledgement of Receipt Form.

 

 

Section 3

 

Eligibility for Benefits

 

3.1.   Conditions for Eligibility . Subject to the conditions and limitations of this Section 3 and elsewhere in the Plan, a Participant shall be entitled to the severance benefits described herein only upon satisfaction of all the following conditions (and all other applicable conditions contained herein):

 

 

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(a)   he suffers a Termination,

 

(b)   he executes without modification and in its entirety, and without timely revoking an Agreement,

 

(c)   he returns to the Company any property of the Company which has come into his possession, and

 

(d)   he remains actively at work through his Termination Date unless the Company agrees in writing to release the Participant from employment earlier than the Termination Date.

 

3.2.   Exclusions . Each Participant shall cease to be entitled to severance benefits, upon the earliest to occur of the following:

 

(a)   his breach of the Agreement or the Acknowledgement of Receipt Form;

 

(b)   the revocation, invalidity or unenforceability of such Agreement or Acknowledgement of Receipt Form; or

 

(c)   his reemployment by the Company.

 

 

Section 4

 

Severance Benefits Prior to a Change of Control

 

4.1 .   Benefits . If a Participant experiences an Involuntary Termination prior to a Change of Control, and complies with all of the other terms and conditions of the Plan, he shall be eligible to receive:

 

(a)   severance pay at the levels defined in the Chemtura Corporation Severance Plan as amended and restated effective as of April 18, 2007 and consistent with future amendments and restatements of this plan; and

 

(b)   continuation of his medical, dental, and vision benefits at the levels defined in the Chemtura Corporation Severance Plan as amended and restated effective as of April 18, 2007 and consistent with future amendments and restatements of this plan, for the period following Involuntary Termination (which benefits continuation shall offset the Company’s COBRA obligation, if any).

 

 

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4.2   Timing of Severance Benefits . Severance benefits payable under this Section 4 shall be paid in a lump sum as soon as administratively practicable following the effective date of the Participant’s Agreement.

 

Section 5

 

Severance Benefits After a Change of Control

 

5.1   Benefits . If a Participant experiences a Termination within twenty-four months following a Change of Control, and complies with all of the other terms and conditions of the Plan, he shall be eligible to receive:

 

(a)   severance pay equal to two times (if the Participant is an Executive Officer) or one times (if the Participant is a Key Employee) the Participant’s: annual Base Salary plus the average of the annual bonuses paid to the Participant in the three full fiscal years (or such full fiscal years that the Participant was employed by the Company if he or she was not employed by the Company for three full fiscal years) ending immediately prior to the Change of Control;

 

(b)   a pro rata portion to the Termination Date of any annual bonus that the Participant would be eligible to earn for the fiscal year in which the Termination Date occurs calculated by assuming the achievement of the targeted performance level within the performance range established with respect to such bonus (or, where such targeted level is incalculable, based on the targeted performance level for the preceding period) and basing s


 
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