Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Interim Chief Executive Officer Agreement
In connection with Mr. Johnston’s appointment as the Company’s Interim Chief Executive Officer, the Company has entered into an Interim Chief Executive Officer Agreement (the “Interim CEO Agreement”) with Mr. Johnston, dated as of May 15, 2017 (the “Effective Date”). Pursuant to the Interim CEO Agreement, Mr. Johnston will serve as Interim Chief Executive Officer until the earlier to occur of (i) the one-year anniversary of the Effective Date, or (ii) the date on which a permanent Chief Executive Officer commences employment with the Company, unless earlier terminated in accordance with the terms of the Interim CEO Agreement. Mr. Johnston shall be entitled to receive an annual salary of $1,000,000, and will be entitled to earn a cash bonus of up to $1,000,000 determined by the Company’s Human Resources and Compensation Committee. Mr. Johnston will receive reasonable housing, travel and automobile reimbursement and he will be provided with vacation and other benefits and programs commensurate with those provided to other senior executive employees of the Company.
In the event Mr. Johnston’s employment is terminated by the Company without cause or if he resigns with good reason (in each case as defined in the Interim CEO Agreement), Mr. Johnston will be entitled to accrued benefits and continuation of his base salary for the remainder of the term.
The Interim CEO Agreement also subjects Mr. Johnston to certain non-competition and non-solicitation covenants.
The foregoing description of the Interim CEO Agreement is qualified in its entirety by reference to the full text of the Interim CEO Agreement which is included as Exhibit 10.1 hereto and incorporated herein by reference.
First Amendment to Amended and Restated Employment Agreement
In connection with Mr. Casey’s retirement from the position of Chief Executive Officer, effective as of May 15, 2017, the Company and Mr. Casey entered into a first amendment (the Amendment”) to the amended and restated employment agreement dated as of August 14, 2014, by and between Mr. Casey, the Company and Tronox LLC (the “Employment Agreement”). Pursuant to the Amendment, the definition of “retirement” included in the Employment Agreement was revised so that Mr. Casey could exercise his right to retire at or after age 65 by retiring from the position of Chief Executive Officer of the Company, and if so desired by Mr. Casey and the Company, continuing to serve as the Company’s Chairman of the Board of Directors. All other terms and conditions set forth in the Employment Agreement remain in full force and effect.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment which is included as Exhibit 10.2 hereto and incorporated herein by reference.
Retirement Agreement
In connection with Mr. Casey’s retirement as the Company’s Chief Executive Officer, the Company entered into a retirement agreement with Mr. Casey, dated as of May 15, 2017 (the “Retirement Agreement”). Pursuant to the Retirement Agreement, the Company and Mr. Casey agreed that Mr. Casey’s retirement shall be effective as of May 15, 2017 (the “Effective Date”), and that Mr. Casey shall continue to serve as Chairman of the Board commencing on the Effective Date. The Retirement Agreement provides for an annual salary of $600,000, and further provides that Mr. Casey shall continue to serve as Chairman until the earlier of such time as Mr. Casey voluntarily elects to resign; is removed by the Board of the Company; or is no longer able to serve due to death or disability.
The foregoing description of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement which is included as Exhibit 10.3 hereto and incorporated herein by reference.