ALBEMARLE CORPORATION (NASDAQ:ALB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Severance Compensation Agreements
On December7, 2016, Albemarle Corporation (the Company) agreed to
amend severance compensation agreements previously entered into
with each of Luther C. Kissam (Chairman, President, and Chief
Executive Officer), Scott A. Tozier (Executive Vice President and
Chief Financial Officer), Karen G. Narwold (Executive Vice
President and Chief Administrative Officer) and Matthew K. Juneau
(Executive Vice President of Corporate Strategy Investor
Relations) to provide for an extension of the non-competition
period described in the agreements from one to two years in
exchange for a lump sum payment equal to the value of the
executives agreement to the covenant not to compete for such
two-year period, as determined by a third party at the time of
the termination of employment.
The executives severance compensation agreements were also
amended to provide for (i)relocation benefits under the Companys
U.S. Domestic Executive Relocation Policy in certain instances,
and (ii)Company-paid continued dental and vision coverage for 18
months (24 months for Mr.Kissam) from the termination of
employment.
The amendments to the severance compensation agreements are
attached hereto as Exhibits 10.1 and 10.2, and are incorporated
by reference herein.
Form of Equity Award Agreements
Notices of equity awards, to which future grants of stock
options, restricted stock units and performance share unit awards
may be made to certain employees of the Company are attached
hereto as Exhibits 10.3, 10.4, and 10.5, and are incorporated by
reference herein. These awards differ from prior equity awards
granted under the Plan in that upon a qualifying change in
control of the Company, (i)existing awards that remain in place
and replacement awards subject to time-based vesting will not be
eligible for automatic accelerated vesting unless the award
holder has a qualifying termination of employment, and
(ii)existing performance share unit awards will vest on a
pro-rata basis at the higher of target or actual performance as
of the change in control.
Item7.01 |
Regulation FD Disclosure. |
On December8, 2016, Mr.Kissam, Mr.Tozier and Ms.Narwold each
adopted pre-arranged stock trading plans (the Plans) to sell
certain shares previously granted and/or shares to be acquired
upon the vesting of performance share units previously granted by
the Company. The Plans were adopted to allow each individual to
sell a sufficient number of the shares to satisfy the tax
liability resulting from the grant and/or vesting of such
performance share units. Each of the Plans expires in the first
quarter of 2017, unless earlier terminated.
The transactions under the Plans will be disclosed publicly
through Form144 and Form4 filings with the Securities and
Exchange Commission, as applicable. The Plans were adopted in
accordance with guidelines specified under Rule10b5-1 of the
Securities Exchange Act of 1934, as amended, and the Companys
internal policies regarding stock transactions. Rule10b5-1
permits individuals who are not in possession of material,
non-public information at the time a plan is adopted to establish
pre-arranged plans to buy or sell company stock. These plans
allow insiders to have shares sold for their accounts over a
period of time regardless of any material, non-public information
they may receive after adopting their plans. In accordance with
Rule10b5-1, none of the officers that adopted the Plans will have
discretion over sales under the Plans.
The Company does not undertake to report Rule10b5-1 plans that
may be adopted by any of its officers or directors in the future,
or to report any modifications or termination of any publicly
announced trading plan, except to the extent required by law.
The information in this Item7.01 is furnished to Item7.01 of
Form8-K and is not deemed to be filed for purposes of Section18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section. The information contained herein
is not incorporated by reference in any filing of the Company
under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made before or after
the date hereof and irrespective of any general incorporation
language in any filings.
Section9 – Financial Statements and Exhibits
Item9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
Second Amendment to Severance Compensation Agreement between Luther C. Kissam, IV and the Company |
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| 10.2 |
Form of Second Amendment to Severance Compensation Agreement between each of Karen Narwold, Scott Tozier, and Matthew Juneau, and the Company |
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| 10.3 |
Form Notice of Option Grant under the Albemarle Corporation 2008 Incentive Plan |
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| 10.4 |
Form Notice of Restricted Stock Unit Award under the Albemarle Corporation 2008 Incentive Plan |
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| 10.5 |
Form Notice of TSR Performance Unit Award under the Albemarle Corporation 2008 Incentive Plan |
About ALBEMARLE CORPORATION (NASDAQ:ALB)
