-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUhG0p8eKzsgOVO2P9NGwk8+EZNLuoSuwDrblYdW5g2yZ9JzMjLIlfBcLSZWuh0e e91NX2WjfPvlpDX600b90g== 0001193125-07-044516.txt : 20070301 0001193125-07-044516.hdr.sgml : 20070301 20070301170301 ACCESSION NUMBER: 0001193125-07-044516 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070223 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTLAKE CHEMICAL CORP CENTRAL INDEX KEY: 0001262823 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 760346924 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32260 FILM NUMBER: 07664419 MAIL ADDRESS: STREET 1: 2801 POST OAK BLVD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 23, 2007

WESTLAKE CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-32260   76-0346924
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

2801 Post Oak Boulevard, Suite 600

Houston, Texas

  77056
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 960-9111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)

On February 23, 2007, Mr. J. Daniel Gibbons, Senior Vice President and Chief Financial Officer, notified the company that he was resigning his position as an officer of the company effective immediately, to accept a position with another company. Mr. Gibbons’ offer letter with the company dated March 16, 2006 has been terminated in connection with his departure. See the company’s press release dated February 26, 2007, attached to this Form 8-K as Exhibit 99.1.

(c)

On February 23, 2007, Mr. M. Steven Bender, who had been serving as Vice President and Treasurer of the company, was elected to the additional position of Chief Financial Officer of the company, effective immediately. See the company’s press release dated February 26, 2007, attached to this Form 8-K as Exhibit 99.1.

There are no agreements outstanding between Mr. Bender and any other person pursuant to which he was elected as Chief Financial Officer. The company is not aware of any transaction in which Mr. Bender has an interest requiring disclosure under Item 404(a) of Regulation S-K.

(e)

Effective March 1, 2007, Mr. Bender will receive: a base salary of $280,000 per year; and, at the discretion of the company, an annual cash bonus with a target of 45% of base compensation, an annual long-term incentive award with a target of 45% of base compensation, and a quarterly cash incentive bonus at a maximum rate of 8% per year of base pay.

On February 23, 2007, Westlake Chemical Corporation determined to grant awards of restricted stock and stock options to certain of the company’s executive officers, as set forth in the following tables:

Stock-Based Awards Made to Certain Executive Officers

 

Name

  

Title

  

Stock Options

(no. of underlying

shares) (1)

   Stock Options
(no. of underlying
shares) (2)
   Restricted
Stock (no. of
shares) (3)
   Restricted
Stock (no. of
shares) (4)
Albert Chao    President and Chief Executive Officer    21,090    —      10,123    —  
James Chao    Chairman    15,488    —      7,434    —  
M. Steven Bender    Vice President, Chief Financial Officer and Treasurer    2,364    30,714    1,135    15,818
Wayne D. Morse    Senior Vice President, Vinyls    4,894    15,357    2,349    7,909
David R. Hansen    Senior Vice President, Administration    4,123    23,036    1,979    11,863
Stephen Wallace    Vice President, General Counsel and Secretary    3,585    15,357    1,721    7,909

(1) The stock options are exercisable in equal installments of 33% on February 23, 2008, 2009 and 2010, and expire on February 23, 2017. The exercise price of the stock options is $31.61, the average of the high and low trading prices of the company’s common stock as reported on the New York Stock Exchange on February 23, 2007.

 

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(2) The stock options are exercisable in equal installments of 50% on February 23, 2012 and August 23, 2016, and expire on February 23, 2007. The exercise price of the stock options is $31.61, the average of the high and low trading prices of the company’s common stock as reported on the New York Stock Exchange on February 23, 2007.

 

(3) The shares of restricted stock will vest on February 23, 2010, subject to the grantee’s continuous employment with the company. Holders of the shares of restricted stock will receive dividends and will have voting rights with respect to the unvested shares during the restricted period.

 

(4) The shares of restricted stock will vest in equal installments of 50% on February 23, 2012 and August 23, 2016, subject to the grantee’s continuous employment with the company. Holders of the shares of restricted stock will receive dividends and will have voting rights with respect to the unvested shares during the restricted period.

The awards of restricted stock and of stock options were made pursuant to the company’s 2004 Omnibus Incentive Plan.

 

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Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

10.1    Form of Restricted Stock Award Letter for Special February 2007 Awards.
10.2    Form of Stock Option Award Letter for Special February 2007 Awards.
99.1    Press release dated February 26, 2007.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

WESTLAKE CHEMICAL CORPORATION
By:   /s/ David R. Hansen
 

David R. Hansen

  Senior Vice President, Administration

Date: March 1, 2007

 

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EX-10.1 2 dex101.htm FORM OF RESTRICTED STOCK AWARD LETTER FOR FEBRUARY 2007 AWARDS Form of Restricted Stock Award Letter for February 2007 Awards

Exhibit 10.1

March     , 2007

[Name]

[Title]

 

Re: WESTLAKE CHEMICAL CORPORATION

SPECIAL LONG-TERM RESTRICTED STOCK AWARD

Dear             :

Westlake Chemical Corporation (the “Company”) hereby grants to you, as an employee of the Company or a Subsidiary, an award (“Award”) of              shares of Common Stock of the Company (“Restricted Stock”). This Award is granted effective February 23, 2007 (the “Grant Date”), subject to the following terms and conditions:

1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Westlake Chemical Corporation 2004 Omnibus Incentive Plan (the “Plan”) and administrative interpretations thereunder, if any, which have been adopted by the Administrator and are in effect on the date hereof. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2. Vesting Schedule.

This Award shall vest in accordance with the following schedule:

 

Vesting Dates

  

Percentage of Shares Vested

Initial Vesting Date:

Final Vesting Date:

 

February 23, 2012

August 23, 2016

  

50%

50%

You must be in continuous regular, full-time employment with the Company or any of its Subsidiaries from the Grant Date through the date this Award is scheduled to vest in order for the Award to vest. During the period of time between the Grant Date and the earlier of the date the Restricted Stock vests or is forfeited, the Restricted Stock will be evidenced by a book entry account in the Company’s records.

3. Termination of Employment

(a) General. The following rules apply to your Award in the event of your death, disability or other termination of employment.

 

  (i)

Involuntary Termination Without Cause. (1) If your employment with the Company or a Subsidiary is terminated by the Company or any such Subsidiary without Cause prior to the Initial Vesting Date, your Award shall become vested with respect to one-half of the previously unvested shares that were scheduled to become vested on the Initial Vesting Date, prorated for the number of full months you were employed from the Grant Date until the date of your termination. The remaining unvested Restricted Stock shall be forfeited. (2) If your employment with the


 

Company or a Subsidiary is terminated by the Company or any such Subsidiary without Cause on or after the Initial Vesting Date and prior to the Final Vesting Date, your Award shall be vested to the extent vested on the date of your termination, and shall become vested with respect to one-half of the previously unvested shares that were scheduled to become vested on the Final Vesting Date, prorated for the number of full months you were employed from the Initial Vesting Date until the date of your termination. The remaining unvested Restricted Stock shall be forfeited.

 

  (ii) Voluntary Termination. If you voluntarily terminate employment with the Company or a Subsidiary, including, without limitation, termination of employment due to retirement, your Award shall be vested to the extent vested on the date of your termination. The remaining unvested Restricted Stock shall be forfeited immediately.

 

  (iii) Termination with Cause. If your employment with the Company or a Subsidiary is terminated for Cause, your Award shall be vested to the extent vested on the date of your termination. The remaining unvested Restricted Stock shall be forfeited immediately.

 

  (iv) Termination by Reason of Death. (1) If your employment terminates by reason of death prior to the Initial Vesting Date, your Award shall become vested with respect to the previously unvested shares that were scheduled to become vested on the Initial Vesting Date, prorated for the number of full months you were employed from the Grant Date until the date of your death. The remaining unvested Restricted Stock shall be forfeited. (2) If your employment terminates by reason of death on or after the Initial Vesting Date and prior to the Final Vesting Date, your Award shall be vested to the extent vested on the date of your death, and shall become vested with respect to the previously unvested shares that were scheduled to become vested on the Final Vesting Date, prorated for the number of full months you were employed from the Initial Vesting Date until the date of your death. The remaining unvested Restricted Stock shall be forfeited.

 

  (v)

Termination by Reason of Disability. (1) If your employment terminates by reason of total and permanent disability (as determined by the Administrator) prior to the Initial Vesting Date, your Award shall become vested with respect to the previously unvested shares that were scheduled to become vested on the Initial Vesting Date, prorated for the number of full months you were employed from the Grant Date until the date of your termination. The remaining unvested Restricted Stock shall be forfeited. (2) If your employment terminates by reason of total and permanent disability (as determined by the Administrator) on or after the Initial Vesting Date and prior to the Final Vesting Date, your Award will be vested to the extent vested on the date of your termination and shall become vested with respect to the previously unvested shares that were scheduled to become vested on the Final Vesting Date, prorated for the

 

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number of full months you were employed from the Initial Vesting Date until the date of your termination. The remaining unvested Restricted Stock shall be forfeited.

 

  (vi) Adjustments by the Administrator. The Administrator may, in its sole discretion, before or after your termination of employment, declare all or any portion of your Award immediately vested.

(b) Administrator Determinations. The Administrator shall have absolute discretion to determine the date and circumstances of termination of your employment, and its determination shall be final, conclusive and binding upon you.

(c) Cause. For purposes of this Award, Cause shall mean any of the following:

 

  (i) your conviction by a court of competent jurisdiction of any felony or a crime involving moral turpitude;

 

  (ii) your knowing failure or refusal to follow reasonable instructions given to you on behalf of the Company or reasonable policies, standards and regulations of the Company or any Subsidiary;

 

  (iii) your continued failure or refusal to faithfully and diligently perform the usual, customary duties of your employment with the Company or any Subsidiary;

 

  (iv) continuously conducting yourself in an unprofessional, unethical or immoral manner; or

 

  (v) any fraudulent conduct or conduct which discredits the Company or any Subsidiary or is detrimental to the reputation, character and standing of the Company or any Subsidiary.

4. Distribution Following Termination of Restrictions. Subject to the other provisions of this Award and the Plan, the Restricted Stock shall vest as set forth in Paragraph 2 and shall be distributed to you (or your beneficiary) as soon as practicable after the Restricted Stock vests. Distribution of Common Stock will be subject to withholding taxes as described in Paragraph 5, and may be in a form selected by the Company, in its discretion, including deposit in a custodial account or delivery of a stock certificate.

5. Withholding. At the time of issuance of Common Stock as soon as practicable after the vesting of the Restricted Stock, the Company shall withhold an appropriate number of shares of Common Stock, having a Fair Market Value determined in accordance with the Plan, equal to the amount necessary to satisfy the minimum federal, state and local tax withholding obligation with respect to this Award. The distribution of Common Stock described in Paragraph 4 will be net of such shares of Common Stock that are withheld to satisfy applicable taxes pursuant to this Paragraph. In lieu of withholding of shares of Common Stock, the Administrator may, in its discretion, authorize tax withholding to be satisfied by a cash payment to the Company, by withholding an appropriate amount of cash from base pay, or by

 

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such other method as the Administrator determines may be appropriate to satisfy all obligations for withholding of such taxes. No election under section 83(b) of the Internal Revenue Code shall be permitted with respect to this Award.

6. Assignment of Award. Your rights under the Plan and this Restricted Stock Award are personal; no assignment or transfer of your rights under and interest in this Award may be made by you other than by will or by the laws of descent and distribution.

7. Dividends and Voting Rights. You are entitled to receive all dividends and other distributions made with respect to Restricted Stock registered or held in book entry in your name and you are entitled to vote or execute proxies with respect to such Restricted Stock, unless and until the Restricted Stock is forfeited.

8. No Employment Guaranteed. No provision of this Restricted Stock Award shall give you any right to continued employment with the Company or any Subsidiary.

9. Requirements of Law and Stock Exchanges. Your rights to the Restricted Stock and the issuance and delivery of the Common Stock are subject to compliance with all applicable requirements of law. In addition, the Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such delivery would violate any applicable law or any rule or regulations of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted.

10. Parachute Payments. Notwithstanding anything in this Award to the contrary, if any amounts due you under this Award and any other plan or program of the Company constitute a “parachute payment,” as such term is defined in Code Section 280G(b)(2), and the amount of the parachute payment, reduced by all federal, state, and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 4999, is less than the amount you would receive if you were paid three times your “base amount,” as defined in Code Section 280G(b)(3), less one dollar, reduced by all federal, state, and local taxes applicable thereto, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times your base amount less one dollar. The determinations to be made hereunder shall be made by an accounting firm jointly selected by the Administrator and you and paid by the Company, and which may be the Company’s independent auditors.

11. Governing Law. This Restricted Stock Award shall be governed by, construed, and enforced in accordance with the laws of the State of Texas.

In conjunction with this Award, we are required to provide you with the latest relevant SEC filings by the Company; therefore, we refer you to the SEC Filings section of our web page, www.westlakechemical.com. If you have any questions regarding this Award, you may contact Mr. David Hansen, Sr. Vice President, Administration, at 713-960-9111.

Yours very truly,

 

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EX-10.2 3 dex102.htm FORM OF STOCK OPTION AWARD LETTER FOR FEBRUARY 2007 AWARDS Form of Stock Option Award Letter for February 2007 Awards

Exhibit 10.2

[FORM EMPLOYEE SPECIAL LONG-TERM

NQ STOCK OPTION AWARD LETTER]

[WESTLAKE LETTERHEAD]

March     , 2007

[Name]

[Address]

[Address]

Dear                                 :

Westlake Chemical Corporation (the “Company”) hereby grants to you a nonqualified option (“Option”), effective February 23, 2007 (the “Award Date”), to purchase                      shares of common stock of the Company (“Common Stock”) in accordance with the Westlake Chemical Corporation 2004 Omnibus Incentive Plan (the “Plan”). Your award is more fully described in the attached Appendix A, Terms and Conditions of Special Long-Term Nonqualified Stock Option Award.

The price at which you may purchase the shares of Common Stock covered by the Option is $             (the “Grant Price”). Unless otherwise provided in the attached Appendix A, your Option will expire on the tenth anniversary of the Award Date (the “Expiration Date”), and will vest and become exercisable in installments as follows (the “Schedule”):

 

Vesting Dates

   Percentage of Shares
Exercisable
 

Initial Vesting Date: February 23, 2012

   50 %

Final Vesting Date: August 23, 2016

   50 %

You must be in continuous employment with the Company or one of its Subsidiaries (as defined in the Plan) from the Award Date through each date on which your Option vests in order for your Option to become exercisable on such date.

Your award is subject to the terms and conditions set forth in the enclosed Plan, any additional terms and conditions set forth in the attached Appendix A, and any rules and regulations adopted by the Plan’s Administrator (as defined in the Plan). You have been provided a copy of the Plan and the Prospectus for the Plan.

This award letter and the attachments contain the formal terms and conditions of your award and accordingly should be retained in your files for future reference.

Very truly yours,

Enclosures


[FORM EMPLOYEE SPECIAL LONG-TERM NQ STOCK OPTION AWARD - APPENDIX A]

Appendix A

to Award Letter

dated

[March     , 2007]

Terms and Conditions of

Employee Special Long-Term Nonqualified Stock Option Award

The nonqualified stock option (the “Option”) granted to you by Westlake Chemical Corporation (the “Company”) to purchase common stock of the Company (“Common Stock”) is subject to the terms and conditions set forth in the Westlake Chemical Corporation 2004 Omnibus Incentive Plan (the “Plan”), any rules and regulations adopted by the Administrator (as defined in the Plan), and any additional terms and conditions set forth in this Appendix A which forms a part of the attached award letter to you (the “Award Letter”). Any terms used in this Appendix A and not defined in the Award Letter or this Appendix A have the meanings set forth in the Plan. In the event there is an inconsistency between the terms of the Plan and this Appendix A, the terms of the Plan will control.

 

1. Grant Price

You may purchase the shares of Common Stock covered by the Option for the Grant Price stated in your Award Letter.

 

2. Term of Option

Your Option expires on the Expiration Date as defined in your Award Letter. However, your Option will terminate prior to the Expiration Date as provided in Paragraph 6 of this Appendix A upon the occurrence of one of the events described in that paragraph. Regardless of the provisions of Paragraph 6, in no event can your Option be exercised after the Expiration Date.

 

3. Earn-out of Option

 

  (a) Unless it becomes vested and exercisable on an earlier date as provided in Paragraph 6 below, your Option will become vested and exercisable in cumulative installments as set forth in the Schedule in your Award Letter.

 

  (b) To the extent your Option has become vested and exercisable, you may exercise the Option as to all or any part of the shares covered by the Option, at any time on or before the date the Option expires or terminates, subject to any limitations imposed by law or by Company policy regarding transactions in Common Stock.

 

4. Exercise of Option

Subject to the limitations set forth in this Appendix A and in the Plan, your Option may be exercised from time to time, in accordance with its terms, by written notice signed and delivered by you or another person entitled to exercise the Option to the General Counsel


of the Company at its principal executive office in Houston, Texas, or as it may hereafter be located, as set forth below. Such written notice shall (a) state the number of shares of Common Stock with respect to which your Option is being exercised and (b) be accompanied by a wire transfer, cashier’s check, cash, money order or other form of payment deemed acceptable by the Administrator or its designee and made payable to Westlake Chemical Corporation in the full amount of the Grant Price for any shares of Common Stock being acquired and any appropriate withholding taxes (as provided in Paragraph 7 of this Appendix A), or by other consideration in the form and manner approved by the Administrator or its designee pursuant to Paragraphs 5 and 7 of this Appendix A. In the alternative, the Administrator or its designee may prescribe other procedures for exercise of your Option. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action. You shall have no rights of a shareholder with respect to shares of Common Stock subject to your Option unless and until such time as your Option has been exercised and ownership of such shares of Common Stock has been transferred to you.

 

5. Satisfaction of Grant Price

 

  (a) Payment of Cash or Common Stock. Your Option may be exercised by payment in cash (including check, bank draft, money order or wire transfer payable to the Company), in Common Stock, in a combination of cash and Common Stock or in such other manner as the Administrator in its discretion may provide. Payment in Common Stock shall only be permitted if and to the extent authorized by the Administrator.

 

  (b) Payment of Common Stock. The Fair Market Value of any shares of Common Stock tendered as all or part of the Grant Price shall be determined as provided in the Plan. The certificates evidencing shares of Common Stock tendered must be duly endorsed or accompanied by appropriate stock powers. Only stock certificates issued solely in your name may be tendered in exercise of your Option. Fractional shares may not be tendered in satisfaction of the Grant Price; any portion of the Grant Price which is in excess of the aggregate Fair Market Value of the number of whole shares tendered must be paid in cash. If a certificate tendered in exercise of the Option evidences more shares than are required pursuant to the immediately preceding sentence for satisfaction of the portion of the Grant Price being paid in Common Stock, an appropriate replacement certificate will be issued to you for the number of excess shares.

 

  (c)

Broker-Assisted Exercise. At your request or the request of another person entitled to exercise this Option, and to the extent permitted by applicable law, the Administrator in its discretion may selectively approve “cashless exercise” arrangements with a brokerage firm under which such brokerage firm, on behalf of you or such other person exercising the Option, shall pay to the Company or its designee the Grant Price of the Option or of the portion being exercised, and the Company or its designee, pursuant to an irrevocable notice from you or such other

 

2


 

person exercising the Option, shall promptly deliver the shares being purchased to such firm.

 

6. Termination of Employment

 

  (a) General. The following rules apply to your Option in the event of your death, disability or other termination of employment.

 

  (i) Involuntary Termination Without Cause. (1) If your employment with the Company or a Subsidiary is terminated by the Company or any such Subsidiary without Cause prior to the Initial Vesting Date, your Option shall become exercisable with respect to one-half of the previously unexercisable shares that were scheduled to become exercisable on the Initial Vesting Date, prorated for the number of full months you were employed from the Grant Date until the date of your termination. (2) If your employment with the Company or a Subsidiary is terminated by the Company or any such Subsidiary without Cause on or after the Initial Vesting Date and prior to the Final Vesting Date, your Option shall be exercisable to the extent vested on the date of your termination, and shall become exercisable with respect to one-half of the previously unexercisable shares that were scheduled to become exercisable on the Final Vesting Date, prorated for the number of full months you were employed from the Initial Vesting Date until the date of your termination. (3) To the extent vested, regardless whether vested as a result of your termination of employment or vested prior thereto, your Option shall remain exercisable until the first to occur of (A) 180 days following your termination date, or (B) the Expiration Date. Upon expiration of the foregoing period, your Option shall terminate in all respects.

 

  (ii) Voluntary Termination. If you voluntarily terminate employment with the Company or a Subsidiary, including, without limitation, termination of employment due to retirement, your Option shall be exercisable to the extent vested on the date of your termination. To the extent vested, your Option shall remain exercisable until the first to occur of (A) 30 days following your termination date, or (B) the Expiration Date. Upon expiration of the foregoing period, your Option shall terminate in all respects.

 

  (iii) Termination with Cause. If your employment with the Company or a Subsidiary is terminated for Cause, your Option shall immediately terminate and shall no longer be exercisable. You forfeit any previously vested and unexercised portion of your Option

 

  (iv)

Termination by Reason of Death. (1) If your employment terminates by reason of death prior to the Initial Vesting Date, your Option shall become exercisable with respect to the previously unexercisable shares that were scheduled to become exercisable on the Initial Vesting Date,

 

3


 

prorated for the number of full months you were employed from Grant Date until the date of your death. (2) If your employment terminates by reason of death on or after the Initial Vesting Date and prior to the Final Vesting Date, your Option shall be exercisable to the extent vested on the date of your death, and shall become exercisable with respect to the previously unexercisable shares that were scheduled to become exercisable on the Final Vesting Date, prorated for the number of full months you were employed from the Initial Vesting Date until the date of your death. (3) To the extent vested, regardless whether vested as a result of your termination of employment by reason of death or vested prior thereto, your Option will remain exercisable until the first to occur of (A) one year after the date of your termination by reason of death, or (B) the Expiration Date. Upon expiration of the foregoing period, your Option shall terminate in all respects.

 

  (v) Termination by Reason of Disability. (1) If your employment terminates by reason of total and permanent disability (as determined by the Administrator) prior to the Initial Vesting Date, your Option shall become exercisable with respect to the previously unexercisable shares that were scheduled to become exercisable on the Initial Vesting Date, prorated for the number of full months you were employed from the Grant Date until the date of your termination. (2) If your employment terminates by reason of total and permanent disability (as determined by the Administrator) on or after the Initial Vesting Date and prior to the Final Vesting Date, your Option will be exercisable to the extent vested on the date of your termination and shall become exercisable with respect to the previously unexercisable shares that were scheduled to become exercisable on the Final Vesting Date, prorated for the number of full months you were employed from the Initial Vesting Date until the date of your termination. (3) To the extent vested, regardless whether vested as a result of your termination of employment or vested prior thereto, your Option will remain exercisable until the first to occur of (A) 180 days after the date of your termination, or (B) the Expiration Date. Upon expiration of the foregoing period, your Option shall terminate in all respects.

 

  (vi) Adjustments by the Administrator. The Administrator may, in its sole discretion, exercised before or after your termination of employment, declare all or any portion of your Option immediately vested and exercisable and/or permit all or any part of your Option to remain exercisable for such period designated by it after the time when the Option would have otherwise terminated as provided in the applicable portion of this Paragraph 6(a), but not beyond the Expiration Date of your Option.

 

  (b) Administrator Determinations. The Administrator shall have absolute discretion to determine the date and circumstances of termination of your employment, and its determination shall be final, conclusive and binding upon you.

 

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  (c) Cause. For purposes of this Appendix A, Cause shall mean any of the following:

 

  (i) your conviction by a court of competent jurisdiction of any felony or a crime involving moral turpitude;

 

  (ii) your knowing failure or refusal to follow reasonable instructions given to you on behalf of the Company or reasonable policies, standards and regulations of the Company or any Subsidiary;

 

  (iii) your continued failure or refusal to faithfully and diligently perform the usual, customary duties of your employment with the Company or any Subsidiary;

 

  (iv) continuously conducting yourself in an unprofessional, unethical or immoral manner; or

 

  (v) any fraudulent conduct or conduct which discredits the Company or any Subsidiary or is detrimental to the reputation, character and standing of the Company or any Subsidiary.

 

7. Tax Consequences and Withholding

 

  (a) You are urged to consult your own tax advisor regarding the application of the tax laws to your particular situation.

 

  (b) The Option is not intended to be an “incentive stock option,” as defined in Section 422 of the Code.

 

  (c) You must make arrangements satisfactory to the Company to satisfy any applicable federal, state or local withholding tax liability arising from the grant or exercise of your Option. You can either make a cash payment to the Company of the required amount or you can elect to satisfy your withholding obligation by having the Company retain shares of Common Stock having a Fair Market Value (as prescribed by the Plan) equal to the amount of your withholding obligation from the shares otherwise deliverable to you upon the exercise of your Option. You may not elect to have the Company withhold shares of Common Stock having a Fair Market Value in excess of the minimum statutory withholding tax liability.

 

8. Restrictions on Resale

There are no restrictions imposed by the Plan on the resale of shares of Common Stock acquired under the Plan. However, under the provisions of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), resales of shares acquired under the Plan by certain officers and directors of the Company who may be deemed to be “affiliates” of the Company must be made pursuant to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant

 

5


to another exemption from registration provided in the Securities Act. At the present time, the Company does not have a currently effective registration statement pursuant to which such resales may be made by affiliates. There are no restrictions imposed by the SEC on the resale of shares acquired under the Plan by persons who are not affiliates of the Company. However, the timing of sales of shares may be restricted by applicable law, and the Company may, from time to time, adopt policies regarding timing of sales of shares by employees.

 

9. Parachute Payments

Notwithstanding anything in this Appendix A to the contrary, if any amounts due you hereunder and under any other plan or program of the Company constitute a “parachute payment,” as such term is defined in Code Section 280G(b)(2), and the amount of the parachute payment, reduced by all federal, state, and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 4999, is less than the amount you would receive if you were paid three times your “base amount,” as defined in Code Section 280G(b)(3), less one dollar, reduced by all federal, state, and local taxes applicable thereto, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times your base amount less one dollar. The determinations to be made hereunder shall be made by an accounting firm jointly selected by the Administrator and you and paid by the Company, and which may be the Company’s independent auditors.

 

10. Effect on Other Benefits

Income recognized by you as a result of exercise of the Option will not be included in the formula for calculating benefits under any of the Company’s retirement and disability plans or any other benefit plans.

If you have any questions regarding your Option or would like to obtain additional information about the Plan or the Administrator, please contact the Senior Vice President, Administration, or the General Counsel of the Company, Westlake Chemical Corporation, 2801 Post Oak Boulevard, Suite 600, Houston, Texas 77056 (telephone (713) 960-9111). Your Award Letter and this Appendix A contain the formal terms and conditions of your award and accordingly should be retained in your files for future reference.

 

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EX-99.1 4 dex991.htm PRESS RELEASE DATED FEBRUARY 26, 2007 Press release dated February 26, 2007

Exhibit 99.1

Westlake Chemical Corporation

Press Release

 

Contact:

  

D. R. Hansen – Media

Steven Bender – Investor Relations

(Both at 713-960-9111)

Westlake Chemical Promotes Steve Bender to CFO

HOUSTON, February 26, 2007 / PRNewswire/ — Westlake Chemical Corporation (NYSE: WLK) announced today the promotion of Mr. Steven Bender, 50, currently the company’s Vice President & Treasurer, to the position of Vice President, Chief Financial Officer & Treasurer with immediate effect. This follows the resignation of Mr. J. Danny Gibbons, Senior Vice President and Chief Financial Officer, who has accepted a position as chief financial officer with another public company.

Mr. Bender has over 28 years of audit, treasury and financial management experience. Prior to joining Westlake he was the Treasurer of Kellogg Brown and Root, a subsidiary of Halliburton. He previously held the positions of Assistant Treasurer and Director, International Treasury with Halliburton. Additionally, he was employed by Texas Eastern Corporation for over a decade in a variety of increasingly responsible audit, finance and treasury positions.

Mr. Bender is a CPA and holds a B. S. in Business Administration from Texas A & M University and an M.B.A from Southern Methodist University.

Albert Chao, President and CEO, stated, “We are delighted that we have been able to promote a qualified candidate from within the organization to become the company’s new CFO. Steve’s strong financial background and knowledge of our company and the chemical industry will be a great asset to the company as we continue to grow and work to provide value to our shareholders. We are pleased to have had Danny as a member of our management team and appreciate his contribution during his tenure as CFO. We wish him well in his new endeavor.”

Westlake Chemical Corporation is a vertically integrated international manufacturer and supplier of petrochemicals, polymers and fabricated products with headquarters in Houston, Texas. The company’s range of products includes ethylene, polyethylene, styrene, EDC, VCM, PVC and PVC pipe and PVC windows, fence and decking components. More information about the company may be found at www.westlakechemical.com.

The statements in this release relating to matters that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Actual results could differ materially, based on factors including, but not limited to: the cyclical nature of the chemical industry; availability, cost and volatility of raw materials and utilities; governmental regulatory actions and political unrest; global economic conditions; industry production capacity and operating rates; the supply/demand balance for Westlake’s products; competitive products and pricing pressures; access to capital markets; technological developments; and other risk factors. For more detailed information about the factors that could cause actual results to differ materially, please refer to Westlake’s Annual Report on Form 10-K for the year ended December 31, 2005, which was filed in February 2006.

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