EXECUTIVE RETENTION AGREEMENT
Exhibit
99.1
Agreement
between Xxxx Corporation
(“Xxxx” or the “Company”) and Xxxxxxx X. Xxxxxxxxx (“Executive”), effective as
of ___________ (“Effective Date”), as follows:
1. Purpose. The
purpose of this Agreement is to provide Executive with an appropriate incentive
to remain with Olin in the event that the Company elects to consider
opportunities for the sale or other disposition of one or more of its
businesses. For purposes of this Agreement, the “Sale of Business”
shall mean the direct or indirect sale or other disposition of all or
substantially all of the business or assets of Executive’s Current Business
Division to any person, partnership, joint venture, corporation or other
entity
that is other than Olin or a direct or indirect majority-owned subsidiary
of
Olin. A Sale of a Business shall not mean a change of control of Olin
as defined in the Executive Change of Control Agreement applicable to the
Executive. Current Business Division means the specific Olin business
(viz., Olin Brass, Winchester, Chase Brass or Chlor-Alkali) to which the
Executive is assigned as of the Effective Date.
2. Term
of Agreement. This Agreement expires at the close of business two
calendar years after the Effective Date, unless prior to that date there
is a
Sale of Business, in which case this Agreement will expire three (3) months
following the date of the Sale of Business. The date of the Sale of
Business will be determined solely by Olin.
3. Executive’s
Obligations. In consideration for the payments described in
Paragraph 4 below, Executive agrees to remain an active Company employee
at Olin
through the term of this Agreement. During the term of this
Agreement, Executive shall devote Executive’s full time efforts during normal
business hours to Olin’s business and affairs, except during reasonable vacation
periods and periods of illness or incapacity. Nothing in this
Agreement will preclude Executive from devoting reasonable periods required
for
service as a director or a member of any organization involving no conflict
of
interest with Olin’s interest, provided that no additional position as director
or member shall be accepted by Executive during the term of this Agreement
without Olin’s prior consent.
4. Retention
Payment.
(a) On
condition that Executive satisfactorily completes the requirements of Paragraph
3 above and during the term of this Agreement there is a Sale of Business,
Executive shall receive a Retention Payment in an amount equal to seventy-five
(75) percent of Executive’s current annual base salary. If payable,
the Retention Payment will be paid in a lump sum three (3) months after the
date
of the Sale of Business, provided Executive (i) is an active employee of
Olin or
its successor as of the date of payment, (ii) is involuntarily terminated
other
than for cause by Olin or its successor within three (3) months prior to
or
after the date of Sale of Business, or (iii) dies or becomes incapacitated
within three (3) months prior to or after the date of Sale of Business, pursuant
to Paragraph 5 below.
(b) The
Retention Payment shall not be considered “severance or other benefits” for
purposes of the Executive’s Executive Agreement.
5. Death,
Incapacity or Termination. This Agreement shall not be deemed to
confer a right to continued employment with Olin, and the Company may terminate
Executive’s employment with Olin for any reason. If during the Term
of this Agreement Executive (i) voluntarily leaves the Company; or
(ii) is involuntarily terminated for cause, Executive shall forfeit and not
be
entitled to any portion of the Retention Payment. If, however,
Executive’s employment is involuntarily terminated without cause or if Executive
dies or becomes incapacitated within three (3) months prior to or after the
date
of the Sale of Business, Executive shall be paid the Retention Payment, as
described above. In the event of the death of the Executive as
described above, the Retention Payment will be paid to the Executive’s spouse,
unless the Executive has provided the Company with written instructions to
pay
the Retention Payment to another beneficiary.
6. Executive
Agreement. For purposes of this Agreement, “Executive Agreement”
shall mean any applicable Executive Severance Agreement and/or Executive
Change
of Control provisions currently in effect between Executive and
Olin. This Agreement is in addition to and is not intended to replace
or supersede any such Executive Agreement, or any successor
agreement. The Executive Agreement provisions shall not be deemed
modified or amended by this Agreement.
7. Continuation
of Olin Benefits. Nothing in this Agreement will be deemed to
reduce or limit the rights Executive may have under any employee benefit
plan,
policy or arrangement of Olin, including but not limited to awards made under
Olin’s long-term incentive plan.
8. Miscellaneous. No
provisions of this Agreement may be modified, waived or discharged unless
such
modification, waiver or discharge is agreed to in writing signed by Executive
and Olin. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision
of
this Agreement to be performed by such other party shall be deemed a waiver
of
similar or dissimilar provisions or conditions at the same or at any prior
or
subsequent time. No agreements or representations, oral or otherwise,
expressed or implied, with respect to the subject matter hereof have been
made
by either party which are not set forth expressly in this
Agreement.
9. Withholding
of Taxes. Olin shall withhold from any benefits payable under
this Agreement all federal, state, city or other taxes as shall be required
pursuant to any law of governmental regulation or ruling.
10. Disputes/Arbitration. Any
dispute or controversy arising under or in connection with this Agreement
shall
be settled exclusively by arbitration at Olin’s corporate headquarters in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction; provided, however, that Executive shall be entitled
to seek specific performance of Executive’s right to be paid during the pendency
of any dispute or controversy arising under or in connection with this
Agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed.
| XXXX CORPORATION | |||
|
|
By:
|
/s/ Xxxxxx X. Xxxx | |
| Name: Xxxxxx X. Xxxx | |||
|
Title: Chairman
of the Board, President and Chief
Executive
Officer
|
|||
Agreed:
_________________________________________
Xxxxxxx X. Xxxxxxxxx
Vice President and President, Olin Brass
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