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) January 21, 2011

E. I. du Pont de Nemours and Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-815	51-0014090
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
Of Incorporation)	File Number)	Identification No.)

1007 Market Street
Wilmington, Delaware   19898

(Address of principal executive offices)

Registrant’s telephone number, including area code: (302) 774-1000

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:

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

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

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

oPre-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.

Consulting Agreement with Jeffrey L. Keefer

Jeffrey L. Keefer retired as Executive Vice President of the Company effective December 31, 2010.  To ensure his active participation on behalf of the Company in ongoing business matters, the Company has entered into a one-year consulting agreement with Mr. Keefer, effective as of his retirement, pursuant to which he shall be paid a $15,000 monthly retainer.  The agreement with Mr. Keefer contains customary provisions, including a restriction on his ability to take on any work that may create a conflict of interest, non-competition and non-solicitation covenants, protection of confidential information and reimbursement of all expenses associated with his performance under the agreement.

The foregoing description is qualified in its entirety by reference to the agreement, a copy of which is attached hereto as Exhibit 10.1.

Compensation Actions for Chair and Chief Executive Officer

On January 24, 2011, the Board of Directors took the following actions with respect to Ellen J. Kullman, Chair of the Board and Chief Executive Officer:

·Approved a 3% increase in Mrs. Kullman’s annual salary from $1.3 million to $1.339 million, effective March 1, 2011;

·Approved a short-term incentive payment for 2010 of $2.846 million under the Company’s Equity and Incentive Plan (“EIP”);

·Established a target short-term incentive award for 2011 for Mrs. Kullman under the Company’s EIP in the amount of $2.198 million; and

·Approved a long-term incentive award (“LTI Award”) for Mrs. Kullman, effective February 2, 2011, under the Company’s EIP. The award, which was approved at a value of $7.5 million, will be delivered in an equal mix, by fair value on the date of grant, of stock options, time-vested restricted stock units and performance-based restricted stock units.

The terms of the LTI Award will be materially consistent with the award terms that are on file with the Securities and Exchange Commission (“Commission”) as Exhibit 10.8 to the Company’s Form 10-Q Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2009.  The Company’s EIP is on file with the Commission as part of the Company’s Definitive Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, which was filed on March 19, 2007

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

10.1        Consulting Agreement with Jeffrey L. Keefer, dated January 24, 2011

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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.

	E. I. DU PONT DE NEMOURS AND COMPANY
	(Registrant)
	/s/ Barry J. Niziolek
	Barry J. Niziolek
	Vice President and Controller
January 27, 2011

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EX-10.1

Exhibit 10.1

January 24, 2011

Jeffrey L. Keefer

Dear Jeff:

Per our discussion, I am pleased to offer you a consulting agreement with DuPont on the following terms and conditions.

1.Our agreement will commence on January 1, 2011 and will continue in effect until December 31, 2011, unless terminated by either party by giving 30 days notice.

2.You will provide consulting services on business projects and studies identified by me (“Business Projects”). Your services are not expected to exceed four days per month.

3.DuPont will pay you a monthly retainer equal to $15,000, payable on the last day of each month.  It is anticipated that most of the services required hereunder will be performed at your primary place of residence and will not exceed four working days per month. DuPont will make available to you at no charge office space in Wilmington for use in connection with the services you will perform for DuPont. DuPont will reimburse you for reasonable travel expenses incurred in support of this work.

4.You will be reimbursed for travel-related costs and expenses within thirty (30) days after receipt of a correct invoice for such costs and expenses. All travel-related costs and expenses will be subject to DuPont travel guidelines and procedures in effect from time to time.  All non-travel-related costs and expenses incurred in connection with the provision of consulting services hereunder will require the prior written approval of DuPont.

5.You will not disclose to others without DuPont’s written consent any confidential, proprietary or unpublished information concerning DuPont’s businesses and research activities and interests with which you become familiar in your contacts with DuPont. Similarly, you will not disclose to others without DuPont’s written consent the results or specific nature of your consulting work for DuPont.  Your obligations under this paragraph will continue after termination of this agreement insofar as they relate to activities prior to termination.

6.You agree that during the term of this agreement and for a period of one (1) year following its termination, you will not directly or indirectly:

(a)           be employed by or consult with, render services to, or engage in any Competing Business;

(b)           promote, solicit or induce for yourself or any other person or entity the sale of any Competing Product(s) to any entity or person who is or has been a customer of the company since January 1, 2006; and

(c)           solicit or induce for any Competing Business the employment of any person who is now, or any time after the date hereof, employed by the company.

For the purposes of this paragraph,

“Competing Business” means any business which is engaged in, or about to become engaged in research, development, production, marketing, or selling of a Competing Product(s).

“Competing Product(s)” means product(s), process(es), or service(s) which competes directly or indirectly within the company’s product(s), process(es), or service(s) with which you have worked, either as employee of the company or an independent contractor, since January 1, 2006, or about which you have acquired the company’s trade secret, technical or non-technical confidential information.

In the event of any uncertainty over whether a business constitutes a Competing Business or whether product(s), process(es) or service(s) constitute a Competing Product(s), such determination(s) shall be made by the Company’s Chief Executive Officer in her sole discretion.

7.You will personally perform the consulting services contemplated by this agreement and will not delegate or assign such services to a third party.

8.During the term of this agreement, your position will be that of an independent contractor, and not an employee of DuPont.  You will be personally responsible for any and all tax obligations you incur in connection with the consulting services performed hereunder.

9.You, on behalf of yourself and your successors and assigns, hereby release DuPont and its employees, agents and contractors (“Released Parties”) from any and all liability for personal injury, death or property damage relating in any way to your provision of consulting services hereunder, except to the extent (but only to the extent) such liability is caused by the negligence or willful misconduct of any Released Party. The claims, liabilities, damages, losses or expenses covered hereunder include, but are not limited to settlements, judgments, court costs, attorneys’ fees and other litigation expenses, fines and penalties.

10.This agreement does not change in any manner your rights and obligations under any other agreement with DuPont, including, but not limited to, your Confidentiality Agreement and any DuPont benefit plan.

11.Amounts payable hereunder will not be taken into account for determining any Company-provided benefits or compensation plans and/or arrangements.

12.You will comply with all laws, rules and regulations of any governmental authority applicable to the performance of services under this agreement.

13.If any one or more provisions of this agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such provision(s) shall not affect any other provision of this agreement and this agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein.

14.This agreement will be governed by the laws of the state of Delaware.

15.This letter constitutes the entire agreement between us with respect to this subject.

If the foregoing is acceptable to you, please acknowledge your agreement by signing the enclosed copy of this letter in the space provided, and returning the signed copy to me for our files.

	Very truly yours,
	/s/ Ellen J. Kullman
	Ellen J. Kullman
AGREED AND ACCEPTED:
/s/ Jeffrey L. Keefer
Jeffrey L. Keefer
January 24, 2011
Date: