|
Huntsman Amends Severance Agreements |
1/24/2013
|
On January 1, 2013, Huntsman Corporation (the "Company") entered into a Severance Agreement (the "JMH Severance Agreement") with Jon M. Huntsman, the Executive Chairman of the Board of the Company (the "Executive Chairman"). Pursuant to the JMH Severance Agreement, if the Executive Chairman's employment is terminated as a result of his death or disability, by the Company for reasonable cause (as defined) or by the Executive Chairman other than for good reason (as defined), he will be entitled to a lump sum cash payment equal to If the Executive Chairman's employment is terminated by the Company other than for reasonable cause or by the Executive Chairman for good reason, then in addition to the JMH Accrued Obligations and Other Benefits described above, he will also be entitled to the payments and benefits specified in the Huntsman Executive Severance Plan for senior executives. Upon the occurrence of a change of control (as defined), all unvested equity awards under the Huntsman Corporation Stock Incentive Plan or other plans of the Company held by the Executive Chairman will become immediately vested. In addition to the benefits described in the immediately preceding paragraph, if the Executive Chairman's employment is terminated by the Company other than for reasonable cause or by the Executive Chairman for good reason, in either case within three years following a change of control, the Company will pay the Executive Chairman, without duplication, a lump sum cash amount equal to Under a "best net" provision of the JMH Severance Agreement, if any payments or benefits to which the Executive Chairman is entitled in connection with his termination are likely subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, the payment will (1) be reduced such that Section 4999 does not apply or (2) be paid in full, whichever produces the better net after tax position, as determined by the Board and the Executive Chairman in good faith. The foregoing summary of the JMH Severance Agreement is qualified in its entirety by reference to the terms of the JMH Severance Agreement, a copy of which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference. Severance Agreement with Peter R. Huntsman Also on January 1, 2013, the Board entered into a Severance Agreement (the "PRH Severance Agreement") with Peter R. Huntsman, the President and Chief Executive Officer of the Company (the "CEO"). Pursuant to the PRH Severance Agreement, if the CEO's employment is terminated as a result of his death or disability, by the Company for reasonable cause (as defined) or by the CEO other than for good reason (as defined), he will be entitled to a lump sum cash payment equal to If the CEO's employment is terminated by the Company other than for reasonable cause or by the CEO for good reason, then in addition to the PRH Accrued Obligations and Other Benefits described above, he will also be entitled to the payments and benefits specified in the Huntsman Executive Severance Plan for senior executives. In addition to the benefits described in the immediately preceding paragraph, if the CEO's employment is terminated by the Company other than for reasonable cause or by the CEO for good reason, in either case within two years following a change of control, the Company will pay the CEO, without duplication, a lump sum cash amount equal to 2.9 times his then current annual base salary. Under a "best net" provision of the PRH Severance Agreement, if any payments or benefits to which the CEO is entitled in connection with his termination are likely subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, the payment will (1) be reduced such that Section 4999 does not apply or (2) be paid in full, whichever produces the better net after tax position, as determined by the Board and the CEO in good faith. The foregoing summary of the PRH Severance Agreement is qualified in its entirety by reference to the terms of the PRH Severance Agreement, a copy of which is filed as Exhibit 10.2 hereto, and is incorporated into this report by reference. |
|