- Current report filing (8-K)
December 29 2009 - 8:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
December 28,
2009
Huntsman
Corporation
(Exact name of
registrant as specified in its charter)
Delaware
|
|
001-32427
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42-1648585
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(State or other
jurisdiction
|
|
(Commission
|
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(IRS Employer
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of
incorporation)
|
|
File Number)
|
|
Identification
No.)
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Huntsman
International LLC
(Exact name of
registrant as specified in its charter)
Delaware
|
|
333-85141
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87-0630358
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(State or other
jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of
incorporation)
|
|
File Number)
|
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Identification
No.)
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500
Huntsman Way
|
|
|
Salt
Lake City, Utah
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84108
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(Address of
principal executive offices)
|
|
(Zip Code)
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Registrants
telephone number, including area code:
(801) 584-5700
Not
applicable
(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 obligations of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 28,
2009, Huntsman Corporation (the Company) entered into a Separation and
Release Agreement (the Agreement) with Samuel D. Scruggs. Pursuant to the
terms of the Agreement, Mr. Scruggs will resign from his position as
Executive Vice President, General Counsel and Secretary of the Company and his
employment relationship with the Company will terminate effective December 31,
2009 (the Separation Date).
Under the Agreement, Mr. Scruggs
will receive the following payments and benefits: (a) a lump sum payment
of $884,000, equal to 24 months of his base compensation; (b) a lump sum
of $18,501 if he is eligible for, and elects, COBRA continuation health care
coverage; (c) outplacement services for a period of 12 months after the
Separation Date; (d) immediate vesting of the 192,513 previously granted
but unvested shares of restricted stock of the Company and payment of
$92,697.20 of accrued dividends on such shares; and (e) immediate vesting
of previously granted but unvested options to acquire 404,235 shares of common
stock of the Company and the extension of the expiration of the options from
six months following the date of separation from the Company to the earlier of
the original expiration date of the applicable option or December 31,
2014.
The Agreement also
contains a standard general release of claims and non-disparagement provisions.
This summary of the
Agreement, including all exhibits, is qualified in its entirety by the terms of
the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this
Current Report on Form 8-K.
Effective January 1,
2009, James R. Moore will serve as the Companys Executive Vice President,
General Counsel and Secretary. Mr. Moore currently serves as the Companys
Chief Environmental Counsel, Deputy General Counsel and Chief Compliance
Officer.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Number
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|
Description
of Exhibits
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10.1
|
|
Separation and Release
Agreement, dated December 28, 2009, between Huntsman Corporation and
Samuel D. Scruggs.
|
2
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
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HUNTSMAN CORPORATION
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HUNTSMAN INTERNATIONAL
LLC
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/s/ Troy M. Keller
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Troy M. Keller
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Assistant
Secretary
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December 29, 2009
3
EXHIBIT
INDEX
Number
|
|
Description
of Exhibits
|
10.1
|
|
Separation and Release
Agreement, dated December 28, 2009, between Huntsman Corporation and
Samuel D. Scruggs.
|
4
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