Trinseo S.A. (NYSE:TSE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2018, Christopher D. Pappas, President and Chief Executive Officer of Trinseo. S.A. (the “Company”) entered into an amendment to his employment agreement dated December 21, 2017 with the Company and its subsidiary, Trinseo US Holding, Inc. (the “Amendment”). The Amendment eliminated Mr. Pappas’s Internal Revenue Code Section 280G gross-up provision. Further, under the Amendment, Mr. Pappas also agreed to serve as Chief Executive Officer and President of the Company until his successor is hired and employed (the “Transition Date”). On the Transition Date, Mr. Pappas’ title would be changed to Special Advisor to the Chief Executive Officer and President and he will continue to be employed with the Company through a mutually agreeable date to be no earlier than one (1) month following the Transition Date and no later than three (3) months following the Transition Date.
Under the Amendment, Mr. Pappas’ annual equity grant for the 2019 calendar year will be as follows:
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Performance Share Units (“PSUs”) with a grant date fair value equal to $2,304,000; |
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Restricted Share Units (“RSUs”) with a grant date fair value equal to $1,728,000; and |
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Stock options with a grant date fair value equal to $144,000. |
The 2019 equity grant will vest under the terms of the Company’s current equity award agreements. More specifically, upon retirement Mr. Pappas will be eligible to receive the number of PSUs to which he would be entitled based upon actual performance during the applicable valuation period, multiplied bya fraction for which the numerator is the number of full months occurring between the grantdate and the date of Mr. Pappas’ retirement, and the denominator is thirty-six (36). The RSUs, upon retirement, will vest in an amount equal to the total number of RSUs subject to the award that Mr. Pappas would have vested in had he remained in continuous employment through the vesting date (three years from the grant date), multiplied by a fraction, the numerator of which is the number of full months occurring between the grant date and the date of Mr. Pappas’retirement, and the denominator is thirty-six (36).Mr. Pappas’ stock options to theextent unvested at his retirement, will not terminate and will remain outstanding and eligible to vest in increments of one-third annually over three years as if Mr. Pappas remained in continuous employment through each vesting anniversary date.Mr. Pappas’ annual equity award for 2018 had a grant date fair value equal to 480% of his base salary, or $5.76 million, and consisted of 40% PSUs and 30% each of stock options and RSUs.
The foregoing is a description of the material modifications to Mr. Pappas’ compensatory arrangements set forth in the Amendment and does not purport to be a complete description of all the terms set forth in the Amendment.Therefore, this description is qualified in its entirety by reference to the exhibits incorporated herein and filed with this Current Report.
Item 5.02.Financial Statements and Exhibits
(d)Exhibits
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Exhibit Number |
Description |
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10.1 |
Amendment to Employment Agreement between Trinseo US Holding,Inc., Trinseo S.A. and Christopher D. Pappas, dated December20, 2018 |
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10.2 |
Form of Restricted Stock Unit Award Agreement for Executives (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2017) |
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10.3 |
Form of Non-statutory Stock Option Award Agreement for Executives (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2017) |
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10.4 |
Form of Performance Award Stock Unit Agreement for Executives (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report filed on Form 10-Q, File No. 001-36473, filed May 3, 2017) |
Trinseo S.A. Exhibit
EX-10.1 2 ex-10d1.htm EX-10.1 tse_Ex10_1 Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 20,…
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About Trinseo S.A. (NYSE:TSE)
Trinseo S.A. is a materials company. The Company operates under two divisions: Performance Materials and Basic Plastics & Feedstocks. The Performance Materials division’s segments include Synthetic Rubber, Latex and Performance Plastics. The Latex segment produces styrene-butadiene latex (SB latex) for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex applications. The Synthetic Rubber segment produces synthetic rubber products used in tires, with additional applications in polymer modification and technical rubber goods, including conveyer and fan belts, hoses, seals and gaskets. The Performance Plastics segments produces highly engineered compounds and blends for automotive end markets, as well as consumer electronics, medical, electrical and lighting, collectively consumer essential markets (CEM). The Basic Plastics & Feedstocks segment includes styrenic polymers, polycarbonate (PC) and styrene monomer.
