EXHIBIT 10(d)
Amendment to Termination Agreement
This Amendment to [DATE] Termination Agreement is made and entered into
effective as of the 19th day of February 2002 by and between [NAME OF EXECUTIVE]
("Executive") and ChemFirst Inc. ("CEM").
WHEREAS, Executive and First Mississippi Corporation ("FMC") entered into
the above referenced Termination Agreement, which was subsequently assumed by
CEM under terms of the December 1996 transaction between FMC and Mississippi
Chemical Corporation and the spin-off of CEM; and
WHEREAS, the parties desire to amend the Agreement to extend the term,
clarify the definition of change in control, and eliminate age restrictions
under the Agreement.
NOW, THEREFORE, for and in consideration of the covenants and agreements
contained herein, and other good and valuable consideration, the right and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. In Line one, "First Mississippi Corporation (the "Company")" shall be
amended to read "ChemFirst Inc. (the "Company")."
2. Paragraph one, "Term of Agreement", shall be amended to read in its entirety
as follows: "This Agreement shall be deemed effective on June 1, 1996 and shall
continue in effect through May 31, 2004, and that commencing on June 1, 2004 and
each June 1 thereafter, the term of this Agreement shall automatically be
extended for one additional year, unless, not later than June 30 of that year,
the Company shall have given notice that it does not wish to extend this
Agreement. Notwithstanding the above, if a Change in Control (as defined in
Section 2 below) of the Company shall have occurred during the original or
extended term of this Agreement, this Agreement shall continue in effect for a
period of three (3) years beyond the month in which such Change in Control
occurred."
3. Paragraph 2, Change in Control, (i)(C) shall be amended to read in its
entirety as follows: "the shareholders of the Company approve a merger or
consolidation of the Company which is then consummated, with any other
corporation, other than (i) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefits plan of the Company, at least 80% of the
combined voting power of the voting securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the beneficial owner (determined pursuant
to Subsection A above) of twenty percent (20%) or more of the combined voting
power of the Company's then outstanding securities; or"
4. Paragraph 2, Change in Control, (i)(D) shall be amended to read in its
entirety as follows: "the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets, followed by
such liquidation or sale or disposition."
5. Xxxxxxxxx 0, Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx or During Disability, (iii)(B)(2)
is deleted in its entirety.
6. Xxxxxxxxx 0, Xxxxxxxxxxxx Xxxx Xxxxxxxxxxx or During Disability, (iii)(C)
shall be amended to read in its entirety as follows: "The Company shall
continue to provide you with medical insurance, life insurance and disability
insurance in the amounts and upon the terms and conditions present immediately
prior to Notice of Termination for a period of three years following the Date of
Termination. However, if during such three year period you become re-employed
with another employer and you are eligible to receive medical or other welfare
benefits under another employer provided plan, then the medical and other
welfare benefits described above shall no longer be provided by the Company. In
the event that the Company cannot, despite its best efforts, provide such
coverage under its benefit plans, it shall arrange for equivalent coverage
outside such plans."
7. All capitalized terms used in this Amendment shall have the meanings
assigned to them in the Agreement.
8. All other terms and provisions of the said Termination Agreement shall
remain unchanged and in full force and effect.
WHEREAS, PREMISES CONSIDERED, the parties have caused this Amendment to
Termination Agreement to be executed.
CHEMFIRST INC.
/s/ J. Xxxxxx Xxxxxxxx [SIGNATURE OF EXECUTIVE]
J. Xxxxxx Xxxxxxxx [NAME OF EXECUTIVE]
Chairman of the Board
