LyondellBasell Industries N.V. (LYB) filed a Form 8K - Changes
in Company Executive Management - with the U.S Securities and
Exchange Commission on December 18, 2014.
On December 18, 2014, LyondellBasell Industries N.V. (the
"Company") announced that the Supervisory Board of Directors has
appointed Bhavesh V. "Bob" Patel as Chief Executive Officer of the
Company, effective January 12, 2015, and that Mr. Patel also will
serve as Chairman of the Company's Management Board as of the
effective date. Mr. Patel succeeds James L. Gallogly, who
previously announced his plan to retire. A copy of the press
release announcing the appointment is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The Company entered into an employment agreement with Mr. Patel
on December 18, 2014 (the "Agreement"). The Agreement has an
initial term of three years and automatically renews for successive
two year periods thereafter. The material terms of the Agreement
are summarized below:
Base Salary and Bonus. Mr. Patel will receive an annual base
salary of $1,250,000. He will also be eligible for an annual bonus
under the Company's Short-Term Incentive Plan, with a target amount
of no less than 150% of base salary. The actual amount of the
annual bonus will be determined by the Compensation Committee of
the Supervisory Board in accordance with the terms and conditions
of the Short-Term Incentive Plan.
Annual Equity Awards. Mr. Patel will be eligible to receive
annual equity awards, the value of which will be no less than 550%
of his base salary. The terms and conditions of the awards,
including the types of awards granted, will be as determined by the
Compensation Committee.
One-Time Retention Award (Vesting Over Five Years). On January
12, 2015, Mr. Patel will receive a one-time retention equity award
that will vest over five years. The total aggregate value of the
award will be $12,000,000. Sixty percent, or $7,200,000, of this
equity award will be granted as restricted stock units and forty
percent, or $4,800,000, will be in the form of stock options. Each
of the restricted stock units and the stock options are time based
vesting awards that will vest according to the following schedule:
10% vest on the first anniversary of the date of grant; 15% vest on
the second anniversary of the date of grant; and 25% vest on each
of the third, fourth and fifth anniversaries of the date of
grant.
Severance Terms. If the Company terminates Mr. Patel's
employment without cause or if Mr. Patel terminates his employment
for good reason, Mr. Patel will receive (i) a cash severance
payment equal to the sum of his base salary and his target annual
bonus, (ii) his earned but unpaid bonus for the prior year, (iii) a
bonus for the year of termination, determined in accordance with
the Short-Term Incentive Plan and pro-rated for days employed and
(iv) continued subsidy of health care costs for a period of twelve
months. If Mr. Patel's employment is terminated by the Company
without cause or by Mr. Patel for good reason within twelve months
of a change of control, he will receive the same payments and
benefits as in the preceding sentence, except the cash severance
payment in clause (i) will be multiplied by 1.25 and the bonus for
the year of termination in clause (iii) will be the amount of his
target bonus, pro-rated for days employed. Under the Agreement, if
the Company determines to not renew Mr. Patel's Agreement at the
end of any term, the non-renewal will be treated as a termination
by the Company without cause.
In the case of a termination of Mr. Patel's employment for any
reason, all equity awards will be treated in accordance with the
terms and conditions of the Company's Long Term Incentive Plan in
effect from time to time.
Restrictive Covenants. For a period of one year following his
termination of employment, Mr. Patel will be subject to certain
restrictive covenants, including non-disclosure, non-interference
and non-competition.
Other Benefits. Mr. Patel will be eligible to participate in the
benefit programs generally available to senior executives of the
Company. He will also receive certain benefits relating to his
current expatriate status, including continued housing and
educational assistance costs for his family through June 2015, tax
assistance on those payments, Company paid housing in the first
quarter of 2015 and continued tax preparation costs relating to his
expatriate assignment. The Company will reimburse Mr. Patel for
reasonable legal fees incurred in connection with entering into the
Agreement.
All payments and benefits owed to Mr. Patel under the Agreement
will be subject to the Company's "clawback" policies as in effect
from time to time.
The foregoing description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1489393/000119312514448974/d841043d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1489393/000119312514448974/0001193125-14-448974-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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