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EXHIBIT 10.2
RETIREMENT AGREEMENT
AGREEMENT, dated November 28, 2000, between OMNOVA Solutions Inc.
("OMNOVA"), an Ohio corporation whose headquarter offices are located at 000
Xxxxx Xxxx, Xxxxxxxx, Xxxx 00000-0000, and XXXX X. XXXXXXXX, an individual
residing at 0000 Xxxxxxxxxxx Xxxx, Xxxxx, Xxxx 00000.
You have notified OMNOVA that you have decided to retire and terminate
your status as an employee of OMNOVA as of November 30, 2000, and thereafter,
you will be willing to continue to perform certain services on behalf of OMNOVA
in the capacities and during the periods specified below. Accordingly, the
purpose of this Agreement is to record the terms and conditions applicable to
(a) the transition of your employment and relationships with OMNOVA and (b) your
performance of services as Chairman of the Board of Directors and a non-employee
Director of OMNOVA.
1. STATUS AND SERVICES AS AN EMPLOYEE
From the date hereof and until November 30, 2000, you will continue to
serve as Chairman of the Board of Directors ("Chairman"), Chief
Executive Officer ("CEO") and a Director of OMNOVA and, in such
capacities, will continue to perform all duties that you heretofore
have performed in these capacities. Effective as of December 1, 2000,
you will resign as the CEO of OMNOVA and you will retire from your
employment and cease to be an employee of OMNOVA. Effective as of
February 4, 2001, you will resign as Chairman and as a Director of
OMNOVA.
2. STATUS AND SERVICES AS CHAIRMAN AND NON-EMPLOYEE DIRECTOR
During the period commencing on December 1, 2000 and ending on February
4, 2001, you will serve as Chairman and as a Director of OMNOVA but you
will not be an employee of OMNOVA. During such period, you will perform
the duties which the Chairman customarily has performed, including
consultation with the Directors, the CEO and President and other
executive officers of OMNOVA about matters related to corporate
governance and the conduct of OMNOVA's business.
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Retirement Agreement
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3. COMPENSATION
(a) Until you retire on December 1, 2000, OMNOVA will continue to
pay to you the annual salary which the Directors last
established for your position. Additionally, you will be
eligible for consideration for payment of a year-end incentive
amount in February 2001 in respect of fiscal year 2000 in
accordance with OMNOVA's established policy and practices.
(b) On February 1, 2001, OMNOVA will pay you $600,000 in
accordance with the February 1, 1999 Key Employee Retention
Letter Agreement between you and GenCorp Inc. (which Agreement
was assumed by OMNOVA in connection with the October 1, 1999
spinoff of OMNOVA from GenCorp Inc.), notwithstanding your
voluntary termination of employment with OMNOVA prior to
February 1, 2001.
(c) Commencing on December 1, 2000 and ending on February 4, 2001,
OMNOVA will pay you its standard nonemployee director fees and
reimburse you for reasonable business expenses in connection
with attendance at meetings In accordance with the Company's
normal compensation and reimbursement policies for nonemployee
directors.
(d) Commencing on December 1, 2000 and ending on February 4, 2001,
OMNOVA will provide you with a Special Pay Arrangement as
compensation for your service as Chairman in the amount of
$12,500 per month, prorated for any portion thereof.
(e) Commencing on December 1, 2000 and ending on February 4, 2001,
OMNOVA will pay or reimburse to you any reasonable business
expenses (including, but not limited to, travel, lodging and
meals) which you incur in performing your duties as Chairman.
OMNOVA will pay or reimburse you for such expenses in
accordance with the Company's normal reimbursement policies
for nonemployee directors.
(f) You will pay all taxes, if any, which are assessed in
connection with any payment which OMNOVA makes to you,
directly or indirectly, for or in connection with any services
that you perform after your retirement.
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Retirement Agreement
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4. PENSION AND OTHER BENEFITS
(a) PENSION. Upon your retirement, your pension benefits will be
payable as provided and in the amounts specified below:
(i) Commencing on December 1, 2000, you will be eligible
to receive your pension benefit under the Pension
Plan for Salaried Employees of OMNOVA Solutions Inc.
("Pension Plan") and OMNOVA will arrange for payment
of your pension benefit under the Pension Plan in
accordance with your election.
(ii) Commencing on December 1, 2000, you will be eligible
to receive a pension benefit under the OMNOVA
Solutions Inc. Benefits Restoration Plan ("BRP") in
the annual amount of $101,166.
(iii) Your supplemental pension determined in accordance
with Paragraph 8 of the October 15, 1993 employment
agreement between you and GenCorp Inc. (which
agreement was assumed by OMNOVA in connection with
the October 1, 1999 spinoff of OMNOVA from GenCorp
Inc.) ("Employment Agreement") shall be determined as
if your employment with OMNOVA continued until your
62nd birthday. Commencing on December 1, 2000, you
will be eligible to receive a supplemental pension
benefit under the Employment Agreement in the annual
amount of $587,165.
(iv) In accordance with your election filed with the
company on May 12, 1999, OMNOVA will pay to you as
soon as practicable after your retirement the amount
of $7,976,173, less applicable taxes, as a lump sum
payment of the full value of, and in full
satisfaction of, (A) your pension under the BRP, and
(B) your supplemental pension under your Employment
Agreement as modified in the foregoing subparagraph
(iii), calculated in accordance with the terms of the
BRP and the Employment Agreement.
(b) POST-RETIREMENT MEDICAL BENEFITS. You have not completed
sufficient employment service with OMNOVA to be eligible for
participation in the OMNOVA Retiree Medical Plan. Commencing
December 1, 2000, you are eligible to participate in OMNOVA `s
Non-Employee Directors Health Care Plan, which allows for
continued participation by you and your spouse even after you
have retired from the Board of Directors. You have received
information about the coverage provided by this plan. OMNOVA
will pay or reimburse you for the periodic premiums for
participation in this plan, up to an annual amount of $6,000
until you attain age 65, and up to an annual amount of $2,700
thereafter.
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(c) Nothing herein will be deemed to limit or otherwise affect any
right that you may have after your retirement under any
employee benefit plan of OMNOVA not addressed in this
Paragraph 4.
5. STOCK OPTIONS
All OMNOVA stock options that you hold as of November 30, 2000, will be
exercisable in accordance with their terms and conditions for the
remainder of their respective 10-year terms. In addition, to the extent
eligible under the applicable plan and, subject to applicable law, your
exercisable options will be included in any repricing, conversion,
reissue, exchange or buyback action undertaken for all outstanding
options, and the relevant portion of your exercisable options will be
included in any repricing, conversion, reissue, exchange or buyback
action undertaken for all outstanding options of a particular annual
grant.
6. COUNTRY CLUB MEMBERSHIP
Commencing December 1, 2000 and for the period while you serve as
Chairman, OMNOVA will pay or reimburse you for membership fees and dues
at Portage Country Club for your business and personal use.
7. FINANCIAL PLANNING
OMNOVA will pay or reimburse to you in accordance with its current
policy and practices a portion of the fees charged by AYCO for personal
financial consulting services rendered to you in respect of calendar
years 2001, 2002 and 2003 to the extent that such fees invoiced to
OMNOVA do not exceed $17,000 per year.
8. ANNUAL PHYSICAL
Commencing December 1, 2000 and through 2004, OMNOVA will continue to
provide you with the opportunity to receive a physical examination at
the Greenbrier Clinic or any other qualified medical center that you
may select. The frequency and extent of any such examination will be
pursuant and subject to the provisions of OMNOVA's Executive Physical
Directive.
9. CONFIDENTIAL INFORMATION
You will hold in confidence and will not disclose to any third person
or use for your personal benefit any confidential information or trade
secret which OMNOVA has disclosed to you. As used herein, "confidential
information" and "trade secrets" mean any and all information of OMNOVA
and/or any of its subsidiaries, which is not generally available to
third persons and relates to the products, customers, pricing, terms of
sale, manufacturing processes,
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research and development or any other aspect of the business of OMNOVA
and/or any of its subsidiaries.
10. NONCOMPETITION
For a period of 3 years following the termination of your employment
with OMNOVA, you will not perform, directly or indirectly, any
consulting or other services for or on behalf of any company or person
in respect of any business operations which are in competition with
OMNOVA's businesses, provided that, with the consent of the Company
(which consent shall not be unreasonably withheld), you may provide
consulting or other services in respect of noncompetitive business
operations of a person or entity that also has competitive business
operations, so long as such competitive business operations are not a
substantial part of its overall operations.
11. STATUS AND AUTHORITY
After your retirement, you will perform all services as an independent
contractor and not as an employee of OMNOVA. After your retirement and
while you serve as Chairman and/or a Director of OMNOVA, you will have
the normal responsibilities inherent in those roles to act as OMNOVA's
agent and legal representative.
12. ASSIGNMENT
This Agreement will be deemed to require you to perform personal
services. Accordingly, you may not assign any right, delegate any duty,
or otherwise transfer any interest hereunder, whether by operation of
law or otherwise, without OMNOVA's prior written consent.
13. AGREEMENT
(a) This Agreement amends and supplements the Employment Agreement
dated October 15, 1993 between you and GenCorp Inc., and
assumed by OMNOVA in connection with the October 1, 1999
spinoff of OMNOVA from GenCorp Inc.
(b) This Agreement constitutes the entire understanding between
you and OMNOVA regarding the terms of your retirement from
OMNOVA.
(c) Except as expressly provided in this Agreement, this Agreement
may not be changed, amended or terminated, in whole or in
part, except by a writing executed by you and by an authorized
officer of OMNOVA.
(d) This Agreement shall in all respects be construed in
accordance with the laws of the State of Ohio.
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(e) This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of OMNOVA, including any
successor resulting from a change in control.
OMNOVA SOLUTIONS INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Senior Vice President,
Human Resources
Date: NOVEMBER 28, 2000
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/s/ Xxxx X. Xxxxxxxx
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XXXX X. XXXXXXXX
Date: NOVEMBER 28, 2000
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