Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2022, Ecovyst Catalyst Technologies LLC (“Ecovyst LLC”), a wholly owned subsidiary of Ecovyst Inc. (the “Company”), entered into a severance agreement with Kurt J. Bitting, the Chief Executive Officer of Ecovyst LLC and the Company (the “Bitting Severance Agreement”), and a severance agreement with Michael Feehan, the Chief Financial Officer of Ecovyst LLC and the Company (the “Feehan Severance Agreement,” and together with the Bitting Severance Agreement, the “Severance Agreements”).
Pursuant to the terms of the Bitting Severance Agreement, in the event of a termination of Mr. Bitting’s employment by the Company without “cause” or upon resignation by Mr. Bitting for “good reason” (each, as defined in the Bitting Severance Agreement), Mr. Bitting is eligible to receive as severance payments and benefits: (i) Mr. Bitting’s base salary through the date on which the termination occurs, (ii) reimbursement for any unreimbursed business expenses properly incurred prior to the date on which the termination occurs, (iii) 24 months of salary continuation, (iv) a pro-rated annual bonus for the year in which termination occurs, (v) a cash payment equal to two times Mr. Bitting’s target annual bonus for the year in which termination occurs, and (vi) continued health plan coverage, with the employer portion of premiums paid by Ecovyst LLC for up to 24 months. As a condition of receiving severance benefits, Mr. Bitting is required to execute a release of claims in favor of the Company and its affiliates and continue to comply with the restrictive covenant obligations contained in the Bitting Severance Agreement, including a covenant for Mr. Bitting not to compete with, or to solicit customers or employees of, the Company, Ecovyst LLC or any of its subsidiaries during and for two years following the termination of Mr. Bitting’s employment.
Pursuant to the terms of the Feehan Severance Agreement, in the event of a termination of Mr. Feehan’s employment by the Company without “cause” or upon resignation by Mr. Feehan for “good reason,” Mr. Feehan is eligible to receive as severance payments and benefits: (i) Mr. Feehan’s base salary through the date on which the termination occurs, (ii) reimbursement for any unreimbursed business expenses properly incurred prior to the date on which the termination occurs, (iii) 24 months of salary continuation, (iv) a pro-rated annual bonus for the year in which termination occurs, (v) a cash payment equal to two times Mr. Feehan’s target annual bonus for the year in which termination occurs, and (vi) continued health plan coverage, with the employer portion of premiums paid by Ecovyst LLC for up to 24 months. As a condition of receiving severance benefits, Mr. Feehan is required to execute a release of claims in favor of the Company and its affiliates and continue to comply with the restrictive covenant obligations under the Feehan Severance Agreement, including a covenant for Mr. Feehan not to compete with, or to solicit customers or employees of, the Company, Ecovyst LLC or any of its subsidiaries during and for two years following the termination of Mr. Feehan’s employment.
On December 16, 2022, Ecovyst LLC also entered into an amendment and restatement to the severance agreement dated September 25, 2017 by and between a predecessor entity of Ecovyst LLC and Mr. Koscinski, the Company’s Vice President, General Counsel and Secretary, which was assigned to and assumed by Ecovyst LLC on July 29, 2021 (the “Amended Severance Agreement”). Pursuant to the terms of the Amended Severance Agreement, in the event of a termination of Mr. Koscinski’s employment by the Company without “cause” or upon resignation by Mr. Koscinski for “good reason” (each, as defined in the Amended Severance Agreement), Mr. Koscinski is eligible to receive as severance payments and benefits: (i) Mr. Koscinski’s base salary through the date on which the termination occurs, (ii) reimbursement for any unreimbursed business expenses properly incurred prior to the date on which the termination occurs, (iii) 24 months of salary continuation, (iv) a pro-rated annual bonus for the year in which termination occurs, (v) a cash payment equal to two times Mr. Koscinski’s target annual bonus for the year in which termination occurs, and (vi) continued health plan coverage, with the employer portion of premiums paid by Ecovyst LLC for up to 24 months. As a condition of receiving severance benefits, Mr. Koscinski is required to execute a release of claims in favor of the Company and its affiliates and continue to comply with the restrictive covenant obligations under the Amended Severance Agreement, including a covenant for Mr. Koscinski not to compete with, or to solicit customers or employees of, the Company, Ecovyst LLC or any of its subsidiaries during and for two years following the termination of Mr. Koscinski’s employment. The Amended Severance Agreement removes the