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Exhibit 10(y)
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT made effective the 21 day of November, 2000.
BETWEEN:
POTASH CORPORATION OF SASKATCHEWAN INC.
(the "Corporation")
AND:
XXXXXXX X. XXXXXXXX
("Childers")
WHEREAS the Corporation and Childers are parties to a restated employment
agreement dated and made effective January 1, 1997 (the "Employment Agreement");
AND WHEREAS Childers is at present serving the Corporation in the capacity of
Chairman and Special Advisor, as is more particularly provided for in the
Employment Agreement;
AND WHEREAS the Corporation has agreed to terminate the Employment Agreement, on
the terms hereinafter established, in furtherance of Childers' desire to end his
obligations to the Corporation;
NOW THEREFORE, this Agreement witnesseth that in consideration of the mutual
covenants herein contained, the Parties hereto agree as follows:
1. Subject to the provisions of this Agreement, the Employment Agreement
be and is terminated. In furtherance of such termination, Childers
shall forthwith submit to the Corporation his written resignation as
a Director of the Corporation in the form as attached hereto as
SCHEDULE I.
2. Upon Childer's resignation, the Corporation shall pay to Childers
$525,000 as a retirement allowance.
3. The Corporation acknowledges that:
(i) its commitment to provide medical, vision and dental insurance
to Childers as set forth in paragraph 7 of the Employment
Agreement survives its termination;
(ii) its obligation to indemnify Childers, as provided for (a) in
the Bylaws of the Corporation; and (b) in an Agreement of
Indemnification made the 8th day of August, 1995 between the
Corporation and Childers, is a continuing obligation
notwithstanding his resignation from the Board of Directors of
the Corporation; and
(iii) the terms and conditions relating to the options to purchase
shares in the Corporation and held by Childers as at the date
hereof as is more particularly set forth in SCHEDULE II hereof
shall continue to apply notwithstanding his resignation from
the Board of Directors of the Corporation.
4. The Parties acknowledge that from time to time there may arise
matters relating to Childers' employment with the Corporation. The
Parties agree to cooperate fully in attending to such matters, in so
doing, each Party to act fairly and in the utmost good faith towards
the other. The Parties acknowledge the importance of their respective
reputations and agree to conduct themselves at all times so as to not
demean or diminish the reputation of the other.
5. Childers agrees that he will not, at any time prior to July 1, 2002,
either directly or indirectly, engage in any business in competition
with the Corporation, either as an individual or as a shareholder in
a corporation, nor will he act as an advisor or consultant to any
entity engaged in competition with the Corporation, provided that
this provision shall not preclude Childers from holding shares in any
publicly traded corporation.
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6. All payments to be made hereunder shall be in the currency of the
United States of America.
IN WITNESS WHEREOF, the Parties hereto have set their hands this 30 day of
November, 2000.
POTASH CORPORATION OF SASKATCHEWAN INC.
Per: /s/
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Per: /s/
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Per: /s/
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XXXXXXX X. XXXXXXXX
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Witness
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SCHEDULE I
The Undersigned, XXXXXXX X. XXXXXXXX, hereby resigns, effective upon acceptance
by the Corporation, from the Board of Directors of Potash Corporation of
Saskatchewan Inc.
DATE: November , 2000.
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XXXXXXX X. XXXXXXXX
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SCHEDULE II
As of November 21, 2000, C.E. Childers' outstanding options are:
# OF SHARES
UNDERLYING DATE OF
GRANT DATE OPTION EXERCISE PRICE VESTING EXPIRY DATE(1)
---------- ------------ -------------- --------------- -----------------
November 10, 1994 50,000 Cdn. $43.875 Vested November 10, 2004
November 7, 1995 60,000 Cdn. $102.00 Vested November 7, 2005
November 7, 1996 80,000 U.S. $71.00 Vested November 7, 2006
November 6, 1997 80,000 U.S. $86.75 Vested November 6, 2007
November 5, 1998 80,000 U.S. $67.875 Vested November 5, 2008
November 9, 1999 3,600 U.S. $43.6875 (2) November 9, 2009
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1. All options with the exception of the November 9, 1999 grant were granted
pursuant to the Corporation's Stock Option Plan -- Officers and Key
Employees and are governed by the terms of that Plan. As C.E. Childers had
previously retired in accordance with the then prevailing retirement policy
of the Corporation, such options (including those which vest after the date
of retirement) are exercisable until the expiry date of such options or the
date on which such options are otherwise terminated in accordance with the
provisions of the Plan;
The November 9, 1999 grant was made pursuant to the Corporation's Stock
Option Plan -- Directors, and is governed by the terms of that Plan. Upon
ceasing to be a member of the Board of Directors, C.E. Childers will have
retired in accordance with the existing retirement policy of the
Corporation for Directors and, therefore, such options (including those
which vest after the date of retirement) will be exercisable until the
expiry date of such options or the date on which such options are otherwise
terminated in accordance with the provisions of the Plan.
2. The first half of this grant is vested and the second half will vest on
November 9, 2001.
