0001181431-13-021546.txt : 20130409 0001181431-13-021546.hdr.sgml : 20130409 20130409170309 ACCESSION NUMBER: 0001181431-13-021546 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130328 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130409 DATE AS OF CHANGE: 20130409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWMARKET CORP CENTRAL INDEX KEY: 0001282637 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32190 FILM NUMBER: 13751615 BUSINESS ADDRESS: STREET 1: 330 S FOURTH ST STREET 2: PO BOX 2189 CITY: RICHMOND STATE: VA ZIP: 23218-2189 BUSINESS PHONE: 804-788-5570 MAIL ADDRESS: STREET 1: 330 S FOURTH ST STREET 2: PO BOX 2189 CITY: RICHMOND STATE: VA ZIP: 23218-2189 8-K 1 rrd376459.htm 8-K RETIREMENT OF WAYNE DRINKWATER; WARREN'S AGREEMENT Prepared By R.R. Donnelley Financial -- 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):  03/28/2013
 
NewMarket Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-32190
 
Virginia
  
20-0812170
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
330 South Fourth Street, Richmond, VA 23219
(Address of principal executive offices, including zip code)
 
804-788-5000
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name or former address, if changed since last report)
 
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 April 9, 2013, NewMarket Corporation (the "Company") announced that Wayne C. Drinkwater, Principal Accounting Officer and Controller, intends to retire on May 1, 2013. Mr. Drinkwater has been with the Company for 39 years and has served in a number of areas of increasing responsibility over that time period.

(e) On March 28, 2013, the Company entered into a Consulting Agreement with C.S. Warren Huang (the "Consulting Agreement"). As previously announced, Mr. Huang retired from the Company as of April 1, 2013. Under the terms of the Consulting Agreement, following his retirement, Mr. Huang will provide counsel and assistance to the Company in support of its businesses and in particular, Afton Chemical Corporation ("Afton Chemical"). For such consulting services, Mr. Huang will be paid $140,000 annually. The Consulting Agreement terminates on March 31, 2016, but may be extended by mutual consent of the Company and Mr. Huang. Mr. Huang previously served as President of Afton Chemical until December 31, 2012 and as Vice Chairman of Afton Chemical from January 1, 2013 through March 31, 2013.

This summary of the Consulting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to all the terms of the Consulting Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

   10.1        Consulting Agreement, dated March 28, 2013, between NewMarket Corporation and C.S. Warren Huang.

   

 

 

SIGNATURES
 
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.
 
           
NewMarket Corporation
 
 
Date: April 09, 2013
     
By:
 
/s/    David A. Fiorenza
               
David A. Fiorenza
               
Vice President and Chief Financial Officer
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
Consulting Agreement, dated March 28, 2013, between NewMarket Corporation and C.S. Warren Huang
EX-10 2 rrd376459_39463.htm CONSULTING AGREEMENT, DATED MARCH 28, 2013, BETWEEN NEWMARKET CORPORATION AND C.S. WARREN HUANG AGREEMENT

EXHIBIT 10.1

 

AGREEMENT

 

THIS AGREEMENT is made and entered into this 28th day of March, 2013, by and between NewMarket Corporation, a Virginia corporation, 330 South Fourth Street, Richmond, Virginia 23219 (hereinafter called "NewMarket"), and Mr. C.S. Warren Huang (hereinafter called "Huang").

WITNESSETH:

1. NewMarket hereby retains Huang to provide counsel and assistance to NewMarket in support of its businesses and in particular, Afton Chemical Corporation. Through the period of this Agreement, Huang will devote his best efforts in the interest of NewMarket to perform these services. During the term of this Agreement, NewMarket will provide Huang an office within its Headquarters complex; however, Huang is not required to perform his services or maintain minimum office hours from this location.

2. For the services rendered hereunder, NewMarket shall pay Huang and Huang hereby accepts the compensation therefore the annual amount of $140,000, which payments will be made in monthly installments in arrears, less withholdings for applicable income taxes.

3. NewMarket will reimburse Huang for his reasonable traveling and miscellaneous expenses incurred in the performance of his services hereunder, provided that such expenses shall be approved by the President of NewMarket.

4. NewMarket may terminate this Agreement immediately upon written notice to Huang in the event of any material breach of this Agreement.

5. Any and all inventions, discoveries, improvements, ideas, processes, methods, formulae and modifications made or conceived by Huang during the term of this Agreement as the direct or indirect result of the services rendered hereunder shall become the exclusive property of NewMarket, and Huang will promptly disclose to NewMarket and upon its request assign to it any and all inventions, discoveries, improvements, ideas, processes, methods, formulae and modifications without further compensation or remuneration. Huang agrees to execute from time to time during or after the term hereof such documents as NewMarket may consider necessary to secure to it the benefits under this Agreement.

6. For a period of ten years from the date of this Agreement, Huang agrees that he will maintain in confidence and will not disclose to anyone other than the officers and duly authorized employees and representatives of NewMarket, except with the prior written permission of NewMarket, any information that may be obtained by him from NewMarket or from others in the course of his duties hereunder with respect to the conduct and details of the business or the processes, formulae, compounds, equipment, machinery, appliances, "know how" and arts used or usable by NewMarket in its business or in its research and development activities, or any other knowledge or information so obtained of whatever character. Huang agrees to execute a Patent and Confidentiality Agreement and Conflict of Interest statement as part of this Agreement.

7. Huang shall have no authority to enter any contract or agreement on NewMarket's behalf and shall make no warranties or representation regarding NewMarket's products without the prior written consent of NewMarket.

8. During the term of this Agreement, Huang agrees that he will not act on behalf of any other party on matters involving use of information obtained from NewMarket or involving any conflict with work performed by NewMarket.

9. During the term of this Agreement, Huang will not: (i) personally engage in Competitive Activities (as defined below) or (ii) work for, own, manage, operate, control, or participate in the ownership, management, operation, or control of, or provide consulting or advisory services to, any individual, partnership, firm, corporation, or institution engaged in Competitive Activities, or any company or person affiliated with such person or entity engaged in Competitive Activities; provided that Huang's purchase or holding, for investment purposes, of securities of a publicly-traded company shall not constitute "ownership" or "participation in ownership" for purposes of this paragraph so long as Huang's equity interest in any such company is less than a controlling interest. For purposes of this Agreement, "Competitive Activities" means, business activities relating to products or services of the same or similar type as the products or services which are sold (or, pursuant to an existing business plan, will be sold) to paying customers of NewMarket and its subsidiaries including Afton Chemical Corporation.

10. The term of this Agreement shall commence on April 1, 2013, and shall terminate on March 31, 2016, without further notice, unless it is extended by the mutual consent of NewMarket and Huang.

11. All data, studies and reports generated by Huang shall be the exclusive property of NewMarket. Huang shall deliver to NewMarket within fourteen days after termination of this Agreement, all books and records (including any and all proprietary and confidential information) belonging to NewMarket or received by Huang pursuant to the terms of this Agreement.

12. This Agreement is personal to Huang and may not be assigned or otherwise transferred by Huang.

13. There are no other agreements or understandings verbal or in writing, between the parties hereto regarding the subject matter of this Agreement or any part thereof.

14. The obligations of Huang under Sections 6, 7 and 11 shall survive termination of this Agreement.

15. With the exception of any pension benefits or medical subsidy provided as a result of retirement from NewMarket, Huang shall not be eligible to participate in any of the NewMarket pension or welfare benefit programs during the term of this Agreement.

16. This Agreement shall be construed and interpreted under the laws of the Commonwealth of Virginia.

IN WITNESS WHEREOF, NewMarket Corporation has caused this instrument to be signed in its name by its President, and C.S. Warren Huang has hereunto set his hand all as of the day and year first above written.

 

NEWMARKET CORPORATION

 

By: /s/ Thomas E. Gottwald

Thomas E. Gottwald

President

/s/ C.S. Warren Huang

C.S. Warren Huang