DD DuPont de Nemours Inc

Effective December 28, 2020, DuPont de Nemours, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Edward D. Breen, its Chief Executive Officer and Executive Chairman. The new employment agreement supersedes Mr. Breen’s prior employment agreement with the Company, which was set to expire on December 31, 2020.

The term of the Employment Agreement extends through December 31, 2023, unless earlier terminated in accordance with its terms. The Employment Agreement provides for an annual salary of $1,000,000, an annual bonus target of 150% of base salary and an annual long-term incentive grant with a grant date fair value of $10,000,000 at target. Mr. Breen remains eligible for retirement vesting under his incentive awards as applicable upon any employment termination other than by the Company for Cause (as defined in the Employment Agreement).

Mr. Breen is eligible for an increased retention benefit in lieu of the retention benefit that would have been payable under his prior employment agreement subject to his continued employment through December 31, 2020. He is now eligible for a payment of $10,000,000 as of December 31, 2022 and $5,000,000 as of December 31, 2023, in each case generally subject to continued employment through the applicable date. As under his prior employment agreement, vesting is accelerated if his employment is terminated by the Company without Cause, by him for Good Reason (as defined in the Employment Agreement) or by reason of death or disability, and payment is in any event subject to execution of a release of claims and compliance with certain noncompetition obligations.

As under his prior employment agreement, Mr. Breen is eligible for certain severance benefits upon any termination of his employment other than by the Company for Cause: a pro-rata annual bonus payment and the non-cash severance benefits payable upon a qualifying employment termination under the Company’s Senior Executive Severance Plan as in effect immediately before June 1, 2019 (certain employee benefit continuation rights, stock option exercise rights and financial counseling, tax preparation and outplacement benefits), but not any other cash severance payment other than the retention benefit described above. The severance is conditioned upon execution of a release of claims and compliance with certain noncompetition obligations.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.