notice of termination, in addition to the severance payments. The severance payments consist of 52 weeks of severance pay, plus two weeks for each additional year of service, up to a maximum of 78 weeks. In addition, the severance payments include an amount equal to each executive’s target bonus for each year of severance paid, plus a pro rata target bonus for each fractional year of severance paid. These amounts will be paid in equal installments over the severance period. Finally, each executive will be eligible to receive a pro rata amount of any annual incentive bonus that would have been payable in the year of termination based on actual achievement of the applicable performance goals, which amount will be paid in a lump sum at the time annual bonuses are normally paid, provided the effective date of termination was on or after July 1 in the year of termination; as well as continuation of health benefits at active employee rates over the severance period (or until the executive otherwise has access to substantially equivalent health benefits as a result of commencing new employment).
If Mr. Chariag’s employment is terminated by the Company without cause or by him with good reason, in each case, within the one year following a change in control of the Company, in addition to the severance payments and benefits described above, he will also be entitled to a payment equal to the sum of his base salary and target annual incentive bonus paid in a lump sum on the second anniversary of the date his employment terminates.
If the employment of Messrs. Chariag, Crews,
Randolph or
FerrallKoscinski is terminated due to death or disability, the individual (or his estate) will receive a pro rata amount of his target annual incentive bonus.
In
Each of the severance agreements provides that in the event that all or any portion of the payments or benefits provided under the severance agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, the named executive officer will be entitled to receive an amount equal to the greater of (on an after-tax basis) (i) the amount of such payments or benefits reduced so that no portion of the payments and benefits would fail to be deductible under Section 280G, or (ii) the amount otherwise payable reduced by all taxes, including the excise tax imposed under Section 4999 of the Internal Revenue Code.
The severance agreements with each of Messrs. Chariag, Crews
Randolph and
FerrallKoscinski contain restrictive covenants for the benefit of the Company, including two-year post termination non-compete and non-solicitation covenants, a prohibition of disclosure of confidential information, and an assignment of inventions and patents to the Company.
The severance benefits provision of Mr. Taylor’sKolberg’s offer letter contain the same restrictive covenants. The Severance Policy, which governs payments to Mr. Beninati contains the same restrictive covenants.
Prior to his termination of employment, the severance benefit is outlinedagreement with Mr. Randolph provided for similar severance payments and benefits as described above in his letterconnection with specified termination events. As discussed above, Mr. Randolph had a termination of employment. Ifemployment with the Company in 2020. The terms of Mr. Taylor’s employment is terminatedRandolph’s separation agreement, along with the forms and amounts of actual severance paid, are discussed above in the section entitled “Transition and General Release Agreement with Mr. Randolph.”
Amended and Restated Severance Plan of PQ Corporation The Severance Policy was adopted by the Company
without cause, subjecteffective January 1, 2020. There are no changes to
his execution of a general release of claims, he is entitledour named executive officers’ severance benefits due to
continued base salary and health benefits at the
active employee contribution rate for the 12-month period following the date of termination.Mr. Gentilcore resigned from his positions as Executive Chairmanadoption of the Company andSeverance Policy, except for Mr. Beninati, as Chairman and member ofdescribed above. However, going forward the Company’s Board of Directors as of December 31, 2018. In connection with his departure, Mr. Gentilcore and the Company entered into a separation and general release agreement, dated December 21, 2018 under which Mr. Gentilcore agreedSeverance Policy may impact severance benefits to a general release of claims in favor of the Company in exchange for continued payment of his annual base salary ($880,000) and annual target bonus ($880,000) over the two year period from January 1, 2019 to December 31, 2020 (an aggregate amount of $3,520,000), relocation expenses ($17,820) and continuation of the Company contributions for medical, vision and dental benefits over the same period (based, for the purposes of valuation, on the Company’s contribution rates as in effect on December 31, 2018, $32,640) unless he becomes entitled to these benefits from a new employer. In addition, Mr. Gentilcore was entitled to accelerated vesting as of December 31, 2018 of all of his outstanding and unvested time-based equity awards (the value of which, based on the closing price per share of our common stock on December 31, 2018 of $14.81, is $7,119,581); the ability to exercise all vested stock options for their full term; the continued eligibility for vesting under the terms of the relevant award agreements with respect to outstanding performance-based stock options and restricted stock during the period beginning January 1, 2019 and ending December 31, 2020 (an aggregate of 33,480 performance-based shares of restricted stock and 118,222 stock options); and the grant of fully-vested shares of stock with a grant date value of $200,000. Mr. Gentilcore’s entitlement to these payments and benefits is subject to his continuing compliance with the terms of the severance agreement, including the restrictive covenants contained in his severance agreement, and separation and release agreement.
future named executive officers. Equity Awards
TABLE OF CONTENTS
Equity Awards
EquityThe non-vested portion of equity awards subject to time vesting will vest and, as applicable, become exercisableforfeit upon a change of control of the Company. Company unless the successor determines to maintain the awards for executives whose employment continues.
Equity awards subject to performance vesting based on the MOI Target will vest and, as applicable, become exercisable upon a change of control only if such change of control results in the MOI Target being satisfied. A portion of the PSUs granted in 2019 and 2020 may be deemed earned and may vest upon a change of control, with such portion to be determined by the Compensation Committee based on the level of achievement of the applicable performance measures prior to the change of control.
