113189964 v2 #97955151v2 EXECUTIVE SEVERANCE AGREEMENT This EXECUTIVE SEVERANCE AGREEMENT is made and entered into as of February 23, 2024 (the “Effective Date”), by and between Arcadium Lithium plc, a public limited company incorporated under the...
-2- #113189964 v2 #97955151v2 Section 2.02. “Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred. Section 2.03. “Beneficiary” means the persons or entities designated or deemed designated by the Executive pursuant to Section 10.02 herein. Section 2.04. “Board” means the Board of Directors of the Company. Section 2.05. “Cause” means: (a) the Executive’s Willful and continued failure to substantially perform the Executive’s duties in any material respect (other than any such failure resulting from physical or mental incapacity or occurring after issuance by the Executive of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Company believes the Executive has failed to perform the Executive’s duties, and after the Executive has failed to resume substantial performance of the Executive’s duties on a continuous basis within thirty (30) calendar days of receiving such demand; (b) the Executive’s Willful and deliberate conduct (other than conduct covered under (a) above) which is materially injurious to the Company or an Affiliate; (c) the Executive’s having been convicted of, or pleading guilty or nolo contendere to, a felony under federal or state law on or prior to a Change in Control; (d) any act of fraud, embezzlement, theft, misappropriation or misuse by the participant of the funds or property of the Company or any Affiliate; (e) the breach by the participant of any fiduciary duty against the Company or any Affiliate. Section 2.06. “Change in Control” has the meaning as such term is defined under the Arcadium Lithium plc Omnibus Incentive Plan. Section 2.07. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Section 2.08. “Committee” means the Compensation Committee of the Board or any other committee of the Board appointed to perform the functions of the Compensation Committee. Section 2.09. “Company” means Arcadium Lithium plc, a public limited company incorporated under the laws of the Bailiwick of Jersey, or any successor thereto as provided in Article 9 herein. Section 2.10. “Date of Separation from Service” means the date on which a Qualifying Termination occurs.
-3- #113189964 v2 #97955151v2 Section 2.11. “Disability” means complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which the Executive was employed when such disability commenced. Section 2.12. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Section 2.13. “Good Reason” means, without the Executive’s express written consent, the occurrence of any one or more of the following: (a) The assignment of the Executive to duties materially inconsistent with the Executive’s authorities, duties, responsibilities and status (including, without limitation, offices, titles and reporting requirements) as an employee of the Company (including, without limitation, any material change in duties or status as a result of the stock of the Company ceasing to be publicly traded or of the Company becoming a subsidiary of another entity), or a reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from the greatest of those in effect (i) immediately preceding the Company’s entry into any definitive agreement to conduct the Change in Control, or (ii) immediately preceding the Change in Control; (b) The Company’s requiring the Executive to be based at a location which is at least fifty (50) miles further from the Executive’s then current primary residence than such residence is from the office where the Executive is located at the time of the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations; (c) A reduction by the Company in the Executive’s Base Salary by more than 10%; (d) A material reduction in the Executive’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates from the greatest of the levels in place: (i) immediately preceding the Company’s entry into any definitive agreement to conduct the Change in Control, or (ii) immediately preceding the Change in Control; (e) The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement, as contemplated in Article 9 herein. provided that any such event shall constitute Good Reason only if Executive notifies the Company in writing of such event within 90 days following the initial occurrence thereof, the Company fails to cure such event within 30 days after receipt from Executive of written notice thereof, and the Executive resigns from the Executive’s employment within two years following the initial occurrence of such event. The existence of Good Reason will not be affected by the Executive’s temporary incapacity due to physical or mental illness not constituting a Disability. Section 2.14. “Notice of Termination” means a written notice which indicates the specific termination provision in this Agreement relied upon, and sets forth in reasonable detail
[Signature Page to Executive Severance Agreement] #113189964 v2 #97955151v2 IN WITNESS WHEREOF, the parties have executed this Agreement on February 23, 2024. Arcadium Lithium plc EXECUTIVE By: ___________________________ ________________________ Name: Title: Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx (Feb 23, 2024 14:06 EST)Xxxxxx Xxxxxxxx (Feb 26, 2024 11:18 EST)
-12- #113189964 v2 #97955151v2 EXHIBIT A Form of Release (this “Release”) 1. I, Xxxx Xxxxxxxxx Xxxxxxx, as a condition to and in consideration of receiving the Severance Benefits (as defined in Section 3.03 of the executive severance agreement, dated as of February 23, 2024, by and between myself and Arcadium Lithium plc (the “Company”, and such agreement the “Agreement”)), do hereby release and forever discharge as of the date hereof the Company and its respective Affiliates (as defined in the Agreement) and all present, former and future directors, officers, agents, shareholders, trustees, fiduciaries, administrators, attorneys, insurers, representatives, employees, successors and assigns of the Company and its Affiliates (collectively, the “Released Parties”) from any and all claims, debts demands, suits, equitable relief, damages, costs, expenses, administrative actions, causes of action, covenants, contracts, wages, bonuses, liabilities and expenses of any kind or character (severally and collectively, “Claims”), whether known or unknown, relating in any manner to or arising from my employment with the Company or any of its past or present Affiliates, or the termination thereof, or which may otherwise arise under any federal, state or local statute, the common law or in equity, including but not limited to any Claim arising under the Americans with Disabilities Act, the Age Discrimination in Employment Act (the "ADEA"), the Employee Retirement Income Security Act, the Family Medical Leave Act, the Fair Labor Standards Act and Title VII of the Civil Rights Act of 1964, all as amended, and contract or tort claims, claim with respect to salary, wages, bonuses and commissions, the breach of an oral or written contract, unjust enrichment, promissory estoppel, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, wrongful termination, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing, including, without limitation, any Claims for unlawful employment discrimination of any kind, whether based on age, race, sex, disability or otherwise, as well as Claims for attorney’s fees, except claims not subject to be released under federal, state or local law; provided that, nothing in this Release or otherwise shall preclude me from seeking a judicial determination regarding the validity of this waiver with respect to any claims under the ADEA, from filing a charge with the U.S. Equal Employment Opportunity Commission, or from communicating directly with and providing information to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agencies”) regarding possible legal violations, without disclosure to the Company, as described in more detail under Section 6 (Protected Rights), below. 2. Protected Rights. Nothing in this Release or otherwise limits my ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the SEC or any other Government Agencies regarding possible legal violations, without disclosure to the Company or any of its past or present Affiliates. The Company, nor any of its past or present Affiliates, may not retaliate against me for any of these activities, and nothing in this Release or otherwise requires me to waive any monetary award or other payment that I might become entitled to from the SEC or any other Government Agency. Nothing in this Agreement requires me to disclose any communications I may have had or information I may have provided to the SEC or other Government Agencies regarding possible legal violations.
-13- #113189964 v2 #97955151v2 3. Subject to the Section 2 (Protected Rights), I hereby acknowledge that I may hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Release and which, if known or suspected at the time of executing this Release, may have materially affected my decision to enter into this Release. Nevertheless, except as set forth in Section 2 (Protected Rights), I expressly waive any Claim, to the extent waivable under applicable law, which might arise as a result of such different or additional claims or facts, and I hereby acknowledge, understand and agree that this Release extends to all Claims, whether known or unknown, suspected or unsuspected, except as set forth in Section 2 (Protected Rights). I further expressly waive and release any rights and benefits which I have or may have under any law or rule of any jurisdiction pertaining to the matters released herein and expressly waive and release any, except as set forth in Section 2 (Protected Rights). 4. I hereby promise never to file any legal Claim against the Company or any of its past or present Affiliates in any forum for any reason based on any act, omission, event, occurrence or non-occurrence, from the beginning of time to and including the date I sign this Release, including but not limited to Claims covered by this Release, except as set forth in Section 2 (Protected Rights). 5. Notwithstanding the foregoing, this Release does not release Claims that cannot be released as a matter of law, including any right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (“EEOC”), the Department of Labor, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company. However, except as set forth in Section 2 (Protect Rights), by executing this Release, I hereby waive the right to monetary recovery from the Company, no matter how denominated, including, but not limited to, wages, back pay, front pay, compensatory damages, or punitive damages, in any proceeding I may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the my behalf. 6. I hereby warrant and represent that I have not assigned or transferred to any person or entity any of the Claims released by this Release, and I agree to defend (by counsel of the Company’s choosing), and to indemnify and hold harmless, the Released Parties from and against any claims based on, in connection with, or arising out of any such assignment or transfer made, purported, or claimed. 7. Notwithstanding anything to the contrary in this Release or otherwise, the foregoing release shall not cover, and Employee does not intend to release: (i) the Severance Benefits, (ii) any Claims for vested employee benefits, or (iii) any rights in my capacity as an officer or director of the Company to indemnification, exculpation, or liability or advancement of expenses under the Company’s governing documents or benefits under and directors’ or officers’ insurance policy maintained by the Company. 8. It is my intention through this Release and with the advice of counsel to fully, finally and forever settle and release the Claims set forth above. In furtherance of such intention, the releases herein given shall be and remain in effect as full and complete releases of
-14- #113189964 v2 #97955151v2 such matters notwithstanding the discovery of any additional claims or facts relating thereto. 9. I HAVE READ THIS RELEASE AND BEEN PROVIDED A FULL AND AMPLE OPPORTUNITY TO STUDY IT, AND I UNDERSTAND THAT THIS IS A FULL, COMPREHENSIVE AND GENERAL RELEASE AND INCLUDES ANY CLAIM UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. I ACKNOWLEDGE THAT I HAVE BEEN ADVISED IN WRITING TO CONSULT WITH LEGAL COUNSEL BEFORE SIGNING THIS RELEASE AND THE AGREEMENT, AND I HAVE CONSULTED WITH AN ATTORNEY. I WAS GIVEN A PERIOD OF AT LEAST [SIXTY (60) DAYS] TO CONSIDER SIGNING THIS RELEASE, AND I HAVE SEVEN (7) DAYS FROM THE DATE OF SIGNING TO REVOKE MY ACCEPTANCE BY DELIVERING TIMELY NOTICE OF MY REVOCATION TO THE BOARD OF DIRECTORS OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. I AM SIGNING THIS RELEASE VOLUNTARILY, WITHOUT COERCION, AND WITH FULL KNOWLEDGE THAT IT IS INTENDED, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AS A COMPLETE AND FINAL RELEASE AND WAIVER OF ANY AND ALL CLAIMS (TO THE EXTENT WAIVABLE UNDER APPLICABLE LAW). I ACKNOWLEDGE AND AGREE THAT THE PAYMENTS SET FORTH IN THE AGREEMENT ARE CONTINGENT UPON MY SIGNING THIS RELEASE AND WILL BE PAYABLE ONLY IF AND AFTER THE REVOCATION PERIOD HAS EXPIRED. 10. I acknowledge that I have read this Release, understand its terms, have entered into it voluntarily, and with full knowledge of its content, meaning and effect. By: Date: Xxxx Xxxxxxx
Executive Severance Agreement - Xxxx Xxxxxxx (2) Final Audit Report 2024-02-23 Created: 2024-02-23 By: Xxxxx Xxxxxx (Xxxxx.Xxxxxx@xxxxxx.xxx) Status: Signed Transaction ID: CBJCHBCAABAAa-y7naDH31DPivUBPGxIXDw_ZLM3XWvX "Executive Severance Agreement - Xxxx Xxxxxxx (2)" History Document created by Xxxxx Xxxxxx (Xxxxx.Xxxxxx@xxxxxx.xxx) 2024-02-23 - 7:04:38 PM GMT- IP address: 136.226.50.82 Document emailed to Xxxx Xxxxxxxxx Xxxxxxx (xxxx.xxxxxxx@xxxxxx.xxx) for signature 2024-02-23 - 7:05:17 PM GMT Email viewed by Xxxx Xxxxxxxxx Xxxxxxx (xxxx.xxxxxxx@xxxxxx.xxx) 2024-02-23 - 7:06:04 PM GMT- IP address: 136.226.52.121 Document e-signed by Xxxx Xxxxxxxxx Xxxxxxx (xxxx.xxxxxxx@xxxxxx.xxx) Signature Date: 2024-02-23 - 7:06:39 PM GMT - Time Source: server- IP address: 136.226.52.121 Agreement completed. 2024-02-23 - 7:06:39 PM GMT
Executive Severance Agreement - Xxxx Xxxxxxx (2) - signed Final Audit Report 2024-02-26 Created: 2024-02-26 By: Xxxxx Xxxxxx (Xxxxx.Xxxxxx@xxxxxx.xxx) Status: Signed Transaction ID: CBJCHBCAABAACNg0zdzhjXUZs4WQYVZZ_pe7vGAzJ64W "Executive Severance Agreement - Xxxx Xxxxxxx (2) - signed" History Document created by Xxxxx Xxxxxx (Xxxxx.Xxxxxx@xxxxxx.xxx) 2024-02-26 - 3:49:46 PM GMT- IP address: 136.226.50.82 Document emailed to Xxxxxx Xxxxxxxx (xxxxxx.xxxxxxxx@xxxxxx.xxx) for signature 2024-02-26 - 3:50:20 PM GMT Email viewed by Xxxxxx Xxxxxxxx (xxxxxx.xxxxxxxx@xxxxxx.xxx) 2024-02-26 - 3:52:01 PM GMT- IP address: 165.225.36.106 Document e-signed by Xxxxxx Xxxxxxxx (xxxxxx.xxxxxxxx@xxxxxx.xxx) Signature Date: 2024-02-26 - 4:18:23 PM GMT - Time Source: server- IP address: 170.85.72.124 Agreement completed. 2024-02-26 - 4:18:23 PM GMT