Exhibit 10(q)
AGREEMENT
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This Agreement is entered into by and between Solutia Inc., a Delaware
corporation ("Solutia") and ______________ ("Employee"), and is dated as
of ________________, ______.
WHEREAS, Employee is employed by Solutia as ____________________.
WHEREAS, Solutia has determined that the continued employment of Employee
is critical to the success of Solutia;
WHEREAS, Solutia believes that establishing an incentive arrangement for
Employee will increase the likelihood that Solutia will continue to have
Employee's advice, counsel, leadership and dedication.
NOW, THEREFORE, for good and valuable consideration, Solutia and Employee,
intending to be bound, agree as set forth in this Agreement.
1) EMPLOYMENT
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a) Employee's employment with Solutia during the Employment
Period will be under the same terms and conditions as those
that applied immediately prior to the date of this Agreement
(or as subsequently amended from time to time). The
"Employment Period" for purposes of this Agreement shall mean
the period beginning on the date of this Agreement and ending
December 31, 2004.
b) Nothing in this Agreement is intended, and nothing herein will
be construed, to conflict with or supersede the terms of any
prior agreement(s) between Employee and Solutia regarding
Employee's employment with Solutia, or the ability of Employee
or Solutia to terminate such employment; the obligations
imposed herein are in addition to the obligations imposed by
such agreement(s) and not in substitution therefor.
c) During the Employment Period, Employee will:
i) devote all business time to the duties of employment with
Solutia;
ii) perform all duties of employment with Solutia faithfully
and effectively and to the best of Employee's ability;
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iii) act in the best interests of Solutia and its shareholders
and engage in no conflict of interest with Solutia.
2) COMPENSATION; INCENTIVE AGREEMENT
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a) During the Employment Period, Solutia will compensate Employee
in accordance with the terms and conditions in effect
immediately prior to the date of this Agreement (as amended
from time to time), including eligibility for an award under
the terms of the Solutia Inc. Annual Incentive Plan ("AIP").
Any awards under the AIP shall be made at the same time as
awards are generally made to other Solutia employees under the
AIP. Nothing in this Agreement shall be construed to provide
Employee with the right to participate in the AIP or any other
incentive or benefit plan as in effect immediately prior to
the date of this Agreement if Solutia determines to change or
terminate such plan and the change or termination is generally
applicable to employees who are similarly situated to
Employee.
b) In addition to the foregoing, subject to Section 2(c) below,
Employee shall receive a special incentive award (the "Special
Award"). The amount of the Special Award will be ________ % of
Employee's base salary as of the date of the Special Award
payment.
c) The Special Award will be paid in two (2) equal installments,
less any required withholding, as soon as practicable on or
after June 30, 2004 and December 31, 2004, provided that the
following conditions have been met:
i) Employee is (1) continuously employed by Solutia from the
date of this Agreement; or (2) Employee was involuntarily
terminated without Cause at any time after the date of
this Agreement; or (3) in the event of Employee's death
or total and permanent disability or disability for any
occupation (as defined in the applicable Solutia
disability plan) ("Disability"); and
ii) Employee has fulfilled the obligations set forth in
Section 1 of this Agreement, in the judgment of the CEO
of Solutia or his designee.
d) Notwithstanding anything contained herein to the contrary:
i) If, prior to an applicable installment payment date
during the Employment Period, Employee (i) retires or
terminates employment with Solutia (other than as a
result of death or Disability); (ii) announces his intent
to so retire or terminate employment; or (iii) is
terminated by Solutia for Cause, Employee will not
receive any portion of the Special Award installment
payment applicable to that installment period. "Cause" as
used in this Agreement shall include willful misconduct,
dishonesty, insubordination, conviction of a felony or
its equivalent, gross negligence in the performance of
Employee's duties, the illegal use of drugs or controlled
substances and violation of Solutia's
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policies (including without limitation Solutia's
Guidelines for Employee Conduct) in such a manner as to
expose the employer to administrative, civil or criminal
liability;
ii) If Employee is not actively employed for the entire
installment period due to disability, sick leave, family
leave, or other approved leave of absence, but is
otherwise eligible for a Special Award, the Award will be
pro-rated to cover only the time actively employed plus
any qualifying leave (up to 12 weeks) under the federal
Family Medical Leave Act, but will not cover any other
disability or other leave. Employee must return to active
employment in order to qualify for the Special Award
installment, and will be paid only after he or she so
returns.
iii) Payment of the Special Award terminates any and all
obligations of Solutia under this Agreement.
iv) If Employee is eligible for a retention award or bonus
under any other Solutia retention plan, agreement, or
arrangement, Employee must waive his or her rights to
such other retention award or bonus in order to be
eligible for the Special Award hereunder.
v) If Solutia files for relief under Chapter 11 of U.S.
Bankruptcy Code, then this Agreement will be subject to
approval by the U.S. Bankruptcy Court, and shall be
retroactively null and void if such approval is not
obtained.
vi) Solutia retains the right to condition payment of any
portion of the Special Award on Employee signing a waiver
and release, in a form acceptable to Solutia.
3) GENERAL
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a) Employee agrees not to disclose the existence of this
Agreement or any of its terms to anyone other than Employee's
spouse and a financial or legal advisor who agrees in writing
to be bound not to make any such disclosure. Notwithstanding
anything to the contrary in this Agreement, in the event this
Agreement or its terms are disclosed by Employee, Employee's
spouse or a legal or financial advisor, Employee will not
receive any portion of the Special Award.
b) All amounts required by law to be withheld from any payment
made pursuant to this Agreement, including any and all amounts
required to be withheld by the Internal Revenue Code or by the
Federal Insurance Contribution Act, any applicable state or
foreign country's income tax act, any applicable city, county
or municipality's earnings or income tax act, will be
withheld.
c) This Agreement will be binding upon and inure to the benefit
of Employee and Employee's estate, and Solutia and any
successor, direct or indirect, of Solutia,
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whether such succession, direct or indirect, of Solutia,
results from a merger, consolidation, liquidation,
reorganization, purchase of securities, acquisition of assets
or otherwise.
d) The interests of Employee under this Agreement are not subject
to the claims of Employee's creditors and may not be
voluntarily or involuntarily sold, transferred, alienated,
assigned, pledged, anticipated or encumbered. Any attempt by
Employee or any other person or entity to sell, transfer,
alienate, assign, pledge, anticipate, encumber, charge or
otherwise dispose of any right to benefits payable hereunder
will be void and shall terminate any obligation of Solutia
hereunder to make payment. At no time will any interest or
other charge be due or payable on any amounts owing hereunder.
e) The payment provided under this Agreement is not intended to
qualify under Section 401 of the Internal Revenue Code and
will be paid from the general assets of Solutia or a third
party. Nothing contained herein shall require Solutia to
segregate any monies from its general funds or to create any
trusts, or to make any special deposits for amounts payable to
Employee. In no case will any amounts paid under this
Agreement be taken into account in determining any of
Employee's Solutia benefits, including without limitation
savings and investment plan contributions, pension, life
insurance and disability or in determining any other incentive
award or compensation.
f) Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction will, as to such
jurisdiction, be ineffective only to the extent of such
prohibition or unenforceability without invalidating or
affecting the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction will not
invalidate or render unenforceable such provision in any other
jurisdiction.
g) Solutia has full power and authority in its sole discretion to
construe, interpret, and administer this Agreement. Decisions
of Solutia shall be final, conclusive, and binding on all
parties hereto.
h) This Agreement will in all respects be governed by, and
construed in accordance with, the laws of the State of
Delaware, without reference to conflicts of law principles
thereunder.
i) This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and
supersede all prior agreements, oral and written, between the
parties hereto with respect to the subject matter hereof, if
any.
j) In the event of any breach by Employee of any term or
condition set forth in this Agreement, Employee's right to
receive the Special Award shall immediately be forfeited.
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k) The Employee acknowledges that Employee has carefully read
this Agreement in its entirety, fully understands its
provisions and its final and binding effect, and that Employee
is signing this Agreement voluntarily.
IN WITNESS WHEREOF, the parties have duly executed and delivered
this Agreement as of the date first written above.
SOLUTIA INC.
By: _____________________________
Xxxxx X. Xxxxxxxxx
Title: Vice President, Human Resources
Accepted and Agreed to
EMPLOYEE:
By: ________________________________
________________________________
Printed Name
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