Delaware | 1-815 | 51-0014090 | ||
(State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
Of Incorporation) | File Number) | Identification No.) |
• | Cash severance benefits made available to salaried employees generally (twelve months continued salary and 2015 annual bonus); |
• | A pro-rata (i.e., one quarter) 2016 short-term incentive program benefit based on actual company performance (together with the cash severance described in the foregoing paragraph, the “Base Severance”); |
• | Continued access to medical and dental benefits at active employee rates for 12 months on the same basis as made available to salaried employees generally; |
• | 90 days of outplacement assistance; |
• | A $5,000 allowance for educational training over a two-year period; and |
• | One year of continued participation in a financial counseling program. |
• | A lump-sum cash severance payment equal to the excess of (i) the sum of (A) two times his current base salary and 2016 annual bonus target plus (B) a pro-rata portion (i.e., one quarter) of his 2016 annual bonus target, over (ii) the amount of Base Severance; |
• | All stock options held by him immediately before his retirement shall remain or become vested and remain exercisable for their full original term; |
• | Any performance-based restricted stock units that he held immediately before his retirement and whose performance period will not yet have expired shall be cancelled in exchange for a lump-sum cash payment equal to the greater of their value at the target or actual level of performance; and |
• | Any restricted stock units that are not performance-based and were held by him immediately before his retirement shall be converted into a number of shares of common stock of the combined company of equal value and be settled on their otherwise applicable terms and settlement schedule. |
E. I. DU PONT DE NEMOURS AND COMPANY | |
(Registrant) | |
/s/ Jeanmarie F. Desmond | |
Jeanmarie F. Desmond | |
Vice President and Controller |
1. | You will remain an employee of a member of the Company Group through March 31, 2016 (“Date of Termination”). You will report to work on your customary basis through January 4. 2016. After January 4, 2016, you will no longer come to your office. |
2. | DuPont agrees to provide to you the payments and distributions described in Exhibit “A” attached hereto, which is made a part hereof. |
3. | Except as otherwise provided herein, this agreement does not affect in any way your rights under any benefit plans of the Company Group in which you participate, and your rights under those plans will be governed by the terms thereof. |
4. | You will be eligible for a non-prorated 2015 STIP award, payable in February 2016, based on final company and individual performance. You will also be entitled to a pro-rated short-term incentive award for services performed during 2016 as described in Exhibit A hereto. |
5. | You will not be eligible to receive a 2016 long-term incentive grant. |
6. | Provided that you execute a release of claims in the form attached at Exhibit C hereto on or within forty-five (45) days following your Date of Termination (and do not subsequently revoke your consent to such release pursuant to the terms thereof), and subject to your compliance with the terms of this agreement, in the event that the transactions contemplated by the Agreement and Plan of Merger by and among The Dow Chemical Company, Diamond-Orion Holding, Inc., Diamond Merger Sub, Inc., Orion Merger Sub, Inc. and DuPont dated as of December 11, 2015 (as it may be amended from time to time, the “Merger Agreement”) are consummated on or before February 28, 2018, you will be entitled to certain additional compensation and benefits as described in Exhibit “B” attached hereto, which is made a part hereof. |
7. | Unless you first obtain DuPont’s written consent, you will not disclose or use at any time any trade secret, technical or nontechnical confidential information of the Company Group of which you become aware either before or after your departure from DuPont, except where such disclosure is required by law. |
8. | For a period of one year following the termination of your employment, you will not hire, recruit, solicit or induce, or cause, allow, permit or aid others to hire, recruit, solicit or induce, any employee of the Company Group who possesses confidential information of the Company to terminate his or her employment with the Company and/or to seek employment with you or your new or prospective employer. |
9. | For a period of one year following the termination of your employment, you will not engage in activities which are entirely or in part the same as or similar to activities in which you engaged at any time during the two years preceding termination of your employment with the Company Group for any person, company or entity in connection with products or services (existing or planned) that are entirely or in part the same as, similar to, or competitive with, any products or services (existing or planned) on which you worked at any time during the two years preceding termination of your employment. |
10. | You agree not to make any statements that are public, or likely to become public, disparaging the Company Group, their products or services, or their officers, directors or managers. DuPont agrees that it will use reasonable efforts to ensure its officers, directors or managers do not make any statements that are public, or likely to become public, disparaging you. |
11. | You waive, release and forever discharge the Company Group and their officers, directors, agents and employees, and its and their successors, assigns, heirs, executors and administrators, in their individual and representative capacities, from any and all current common law or statutory claims or causes of action relating to your employment or your departure, including, but not limited to, claims relating to local, state or federal anti-discrimination statutes, specifically including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, specifically including the Older Worker Benefit Protection Act; the Americans with Disabilities Act; the Sarbanes-Oxley Act of 2002, as amended; the Delaware Discrimination in Employment Act; the Delaware Handicapped Persons Protections Act; and the Delaware Whistleblowers’ Protection Act. Nothing in this agreement shall be construed to prohibit you from filing a charge with or participating in an investigation of the Equal Employment Opportunity Commission or a comparable state or local agency; provided, you agree that you waive your right to recover monetary damages in any proceeding relating to the matters released in this paragraph 11. |
12. | Your release, as indicated by your signature, is tendered voluntarily and independently. You acknowledge that DuPont has advised you, and you have been given the opportunity to discuss this release and this offer of consideration with counsel of your choice prior to your execution of this agreement. This agreement is being offered to you in connection with an exit incentive or other termination program. In accordance with 29 C.F.R. § 1625.22, attached hereto as Attachment 1 is a listing of the ages and job titles of persons who were selected for this exit incentive or other termination program and persons in the same decisional unit who were not selected for this exit incentive or other termination program. You understand that no promise, inducement or agreement has been offered to you except as provided in this agreement. You agree that in making your decision whether to enter into this agreement, you have relied on only the information contained in this agreement, and that you have not relied on extrinsic information in making your decision. DuPont does not represent or guarantee that any particular federal or state income, payroll, personal property or other tax consequence will result from this agreement. You should consult with professional tax advisors to determine the tax consequences of this agreement. This agreement constitutes the entire agreement between you and DuPont, and any prior agreements, oral or in writing, are invalid upon execution of this document with the express exception of your Employee Agreement, which remains in full force and effect. |
13. | You have forty-five (45) days to consider whether to accept this agreement. Whenever you sign the agreement, you will have up to seven (7) days after signing it within which you may revoke your acceptance by notifying us in writing at the following: |
14. | The invalidity or unenforceability of any provision of this agreement will not affect the validity or enforceability of any other provision of this agreement. |
15. | This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. |
16. | This agreement may be modified only in a writing signed by both parties. |
17. | This agreement shall not become effective or enforceable until the eighth (8th) day after you sign it, provided you have not earlier revoked the agreement pursuant to paragraph 13 above. If you do not sign this agreement, or in the event of such revocation, except for compensation and benefits to which you are already entitled (including benefits under the Career Transition Financial Assistance Plan, accrued salary, accrued but unpaid vacation, COBRA coverage and vested and accrued retirement benefits) or to the extent otherwise required by applicable law, you will not be entitled to the compensation and benefits described in Exhibit A or B hereto. Moreover, unless, not later than forty-five (45) days following your Date of Termination, you execute, and do not subsequently revoke in accordance therewith, a release in the form attached hereto as Exhibit C, you will not be eligible for the compensation and benefits described in Exhibit B hereto pursuant to paragraph 6 above. |
Separation Date | March 31, 2016 |
Career Transition Financial Assistance Plan (CTFAP) | Eligible for 12 months base pay, plus 12 months STIP (“CTFAP Benefit”). Payments made monthly. |
2016 Short-Term Incentive | Eligible for pro-rated 2016 STIP award. Award will be prorated 3 months based on 100% of base salary; final award determination will be based on corporate performance. (together with the CTFAP Benefit, “Other Severance”) |
Long-Term Incentives | In accordance with Award Terms of applicable plan(s), subject to paragraph 6 of the letter of which this Exhibit A is a part. |
Health Care | Health care coverage will continue through your date of separation. After separation, retirement-eligible employees begin participating in the Medical Care Assistance Program and the Dental Assistance Plan, which are the DuPont medical and dental plans for retirees. Your coverage continues at the same coverage level that you elected as an active employee. For pre-Medicare retirees and dependents, your coverage is through DuPont and you pay the active employee premium for the first 12 months. Medicare-eligible retirees and dependents receive a Health Reimbursement Arrangement account, as described in the Medical Care Assistance Program summary plan description. |
Vacation Payment | DuPont will pay you any remaining 2016 vacation and any banked vacation related to prior years’ service. |
DuPont Savings and Investment Plan (including restoration plans) | Entitled to any balances in DuPont Savings and Investment Plan and associated restoration plan. |
Deferred Compensation | Entitled to any balances in the deferred compensation accounts. Account balance will be paid out in accordance with the terms of the plan. |
Taxes | Applicable taxes will be withheld from all payments and distributions. |
Outplacement Assistance | Ninety days of outplacement assistance will be provided through Right Associates. |
Educational Training Allowance | Entitled to $5,000 allowance for educational training over a two-year period. |
Ayco Financial Counseling | Your participation in DuPont’s Executive Financial Counseling Program through The Ayco Company will continue through your date of separation. You may continue to participate in the program up to one-year following your separation. As a participant your income will be imputed accordingly and will be included in your gross income and subject to all applicable tax withholdings. |