EXHIBIT 10.5
SEVERANCE AGREEMENT
The following individuals have signed a severance agreement, a copy of which is
included herewith as exhibit 10.5:
Xxxxxxx X. Xxxxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
C/x XxxXxxxxx, Incorporated
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
RE: Severance Agreement
Dear ,
----------------------
I write to confirm our agreement regarding severance in the case where your
employment with MacDermid is involuntarily terminated without cause (as defined
herein) or within two (2) years after a change of control (as defined herein).
If your employment with MacDermid is involuntarily terminated without cause then
MacDermid will pay you a severance equal to one (1) year's base salary, based
upon the then most recent year period. In the alternative, if your employment
is involuntarily terminated within two (2) years after a change of control then
you will be paid a severance equal to two (2) year's base salary and cash bonus,
based upon the then most recent two year period. In order to receive either
foregoing severance payment, you will be required to execute MacDermid's
standard termination agreement (form attached) containing a full, final general
release in favor of MacDermid.
As used in this agreement, cause and change of control shall mean:
1. cause -
(i) you are convicted of, or plead guilty or nolo contendere to, any crime
constituting a felony or involving dishonesty or moral turpitude;
(ii) you engage in any activity that amounts to negligence and that
significantly affects the business affairs or reputation of the company;
(iii) you willfully fail to perform your duties, or perform your duties in a
grossly negligent manner, which failure or performance continues for twenty
(20) days after written notice from the company; or
(iv) you violate the company's standard policies, or the law, and such violation
creates a substantial liability (actual or potential) for the company.
2. change of control
(i) acquisition by any person or group, except for an employee benefit plan
sponsored by the company, of beneficial ownership of 50% or more of the
company's voting securities in any combination;
(ii) the sale of all or substantially all of the assets of MacDermid, or
(iii) individuals, who as of January 1, 2002 are members of MacDermid's Board of
Directors (the "incumbents"), and any additional individuals ("additional
directors") who are recommended to become directors by a majority of the
incumbents and/or any then previously so recommended and elected additional
directors, cease for any reason to constitute a majority of the Board of
Directors of MacDermid.
Please indicate your acceptance and agreement by countersigning and returning
this letter to my attention.
Sincerely, Xxxxxx X. Xxxxxx
