LYB LyondellBasell Industries NV

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 22, 2015

 

 

LYONDELLBASELL INDUSTRIES N.V.

(Exact Name of Registrant as Specified in Charter)

 

 

 

The Netherlands		001-34726		98-0646235
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1221 McKinney St. Suite 300 Houston, Texas USA 77010		4th Floor, One Vine Street London W1J0AH The United Kingdom		Stationsplein 45 3013 AK Rotterdam The Netherlands
		(Addresses of principal executive offices)

 

(713) 309-7200		+44 (0)207 220 2600		+31 (0)10 275 5500
(Registrant’s telephone numbers, including area codes)

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Employment Agreement with Named Executive Officer

Lyondell Chemical Company, a wholly owned subsidiary of LyondellBasell Industries N.V. (the “Company”), and Timothy D. Roberts entered into an Employment Agreement, dated as of June 2, 2011 (the “Original Employment Agreement”), when Mr. Roberts originally joined the Company. On January 20, 2015, the Company announced certain changes to its Executive Leadership Team, including the promotion of Mr. Roberts to Executive Vice President—Global O&P.

In connection with Mr. Roberts’ promotion, on January 22, 2015 the Company entered into a First Amendment to Employment Agreement (the “First Amendment”) with Mr. Roberts. The First Amendment extends the provisions contained in his Original Employment Agreement, which provided a lump sum payment in the amount of his annual base salary, plus his target annual bonus for the year of termination in the event his employment with the Company is terminated by the Company without “cause” or if Mr. Roberts terminates his employment for “good reason,” both as defined in the Original Employment Agreement. The terms of the Original Employment Agreement stated that the severance payments would only be paid if the specified termination occurred within the first five years after the effective date of the Original Employment Agreement. The First Amendment extends the right to these severance payments for as long as the Original Employment Agreement is in effect.

The foregoing description of the First Amendment is not complete and is qualified in its entirety by the actual provisions of the First Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

The terms and conditions of the Original Employment Agreement remain in effect unchanged except for those provisions of the Original Employment Agreement that are directly contradicted by the First Amendment, in which event the terms of the First Amendment shall control.

 

Item 9.01

Financial Statements and Exhibits

 

10.1		First Amendment to Employment Agreement by and between Lyondell Chemical Company and Tim Roberts dated as of January 22, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

						LYONDELLBASELL INDUSTRIES N.V.
Date:		January 28, 2015				By:		/s/Craig B. Glidden
						Craig B. Glidden
						Executive Vice President

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Exhibit Index

 

10.1		First Amendment to Employment Agreement by and between Lyondell Chemical Company and Tim Roberts dated as of January 22, 2015

Exhibit 10.1

FIRST AMENDMENT

TO EMPLOYMENT AGREEMENT

This First Amendment to the Employment Agreement (“First Amendment”) is entered into and effective as of January 22, 2015, by and between Lyondell Chemical Company, a Delaware corporation (the “Company”), and Tim Roberts (the “Executive”) (collectively referred to as the “Parties”).

WHEREAS, the Parties entered into that certain Employment Agreement, dated as of June 2, 2011 (the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree that the Agreement is amended as follows:

1.     Section 4(a) shall be amended and replaced in its entirety by the following language:

“(a) Termination of Employment Without Cause or for Good Reason. The Company may terminate Executive’s employment without Cause and Executive may terminate his employment for Good Reason, in each case upon thirty (30) days prior written notice. In the event that the Company terminates Executive’s employment without Cause (other than due to Executive’s disability) or Executive terminates his employment for Good Reason, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company;

(i) any Accrued Amounts, paid in accordance with the Company’s ordinary payroll practices or the terms of the applicable expense reimbursement policies, bonus plan, or employee benefit plan, as applicable, and subject to the other terms and conditions of this Agreement; and

(ii) subject to Executive’s execution and nonrevocation of a general release of claims in favor of the Company and the LBI Group and any Affliate and their respective current and former officers and directors in form and substance acceptable to the Company (the “Release”) not more than 21 days following the date that the Company delivers the Release to Executive (which shall occur no later than 7 days following the date of termination), or in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination Employment Act of 1967, as amended, and regulations promulgated thereunder), the date that is 45 days following such delivery date, a lump sum cash payment in an amount equal to Executive’s then current annual Base Salary plus an amount equal to Executive’s target Annual Bonus for the year of termination, payable on the 60^th day following termination (the “Severance Payment”); provided that the amount of the Severance Payment is not otherwise reduced in accordance with the terms of Section 23, below.”

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2.     A new Section 23 shall be amended and added by the following language:

“23. One-Time Awards under the LTI Plan; Reduction of Severance Payment. Contemporaneous with the execution of this First Amendment, Executive shall be eligible to receive from LyondellBasell Industries N.V., pursuant to the LTI Plan, a one-time grant of long-term incentive awards in the form of (i) a certain Restricted Stock Unit Award Agreement, effective as of January 21, 2015, and (ii) a certain Nonqualified Stock Option Award Agreement, effective as of January 21, 2015 (together, the “One-Time LTI Plan Awards”). The Parties understand and acknowledge that the One-Time LTI Plan Awards are made subject to certain additional “Restrictive Covenants,” as that term is defined and set forth in Exhibit A to such Awards (the “One-Time Awards Restrictive Covenants”). In the event that the Company terminates Executive’s employment without Cause, Executive may request in writing within ten (10) days of receiving written notice of termination that the Company approve a waiver of the One Time Awards Restrictive Covenants, which request the Company may accept or reject in its sole discretion. In such event, and if the Company elects to waive the One-Time Awards Restrictive Covenants, then notwithstanding any other provision in this Agreement to the contrary, the following shall occur: (i) the Accrued Amounts payable to Executive upon termination of employment by the Company shall remain the same and shall be paid within the time period specified in Section 4(a)(i); and (ii) the amount of the Severance Payment shall be reduced to an amount equal to Executive’s then current annual Base Salary, which shall be paid within the time period specified in Section 4(a)(ii).”

3.     OTHER TERMS OF THE AGREEMENT: The Parties agree that all other terms, conditions and obligations of the Agreement remain in effect except for those provisions of the Agreement that are directly contradicted by this First Amendment, in which event the terms of this First Amendment shall control. This First Amendment shall not constitute Good Reason under the Agreement.

4.     COUNTERPARTS: This First Amendment may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

 

First Amendment to Employment Agreement		2

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IN WITNESS WHEREOF, Executive and the Company have caused this First Amendment to be executed and effective as of the date first above written.

 

 

First Amendment to Employment Agreement		3