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Exhibit 10.1

EXECUTION VERSION

TRONOX LIMITED

One Stamford Plaza

263 Tresser Blvd., Suite 1100

Stamford, CT 06901

February 9, 2013

Mr. Daniel Greenwell

c/o Tronox Limited

263 Tresser Blvd., Suite 1100

Stamford, CT 06901

 

  Re: Separation Letter Agreement

Dear Mr. Greenwell:

This letter agreement (this “Letter Agreement”) will confirm our understanding with regard to your termination of employment with Tronox Limited, together with its affiliates and subsidiaries (the “Company”).

1. Separation. Your last day of work with the Company and your employment termination date will be (a) March 31, 2013 or (b) such earlier date as may be mutually agreed upon in writing by you and the Company (the “Separation Date”). You will resign all of your positions at the Company and its affiliates (and as a fiduciary of any benefit plan of the Company and its affiliates) as of the Separation Date, and you will execute such additional documents as reasonably requested by the Company to evidence the foregoing. The Separation Date will be the termination date of your employment for purposes of active participation in and coverage under all benefit plans and programs sponsored by or through the Company. For the avoidance of doubt, your termination of employment from the Company hereunder shall be treated as a voluntary resignation for all purposes, including, without limitation, the Employment Agreement by and between you and the Company entered into to be effective as of January 2, 2012 (the “Employment Agreement”). Until the Separation Date, subject to the last sentence of this paragraph, you will continue to serve the Company in the role of Chief Financial Officer and execute all the required duties of that office through the Separation Date, including without limitation the completion of the closing of year-end financial statements, execution of all required filings and reports, attendance and participation in committee and board of director meetings, attendance and participation in earnings calls and financial presentations and assisting the Company in the completion of ongoing financing activities. The Company further acknowledges that you are scheduled for, and will be on, vacation beginning March 22, 2013 and through and including March 29, 2013.

 

2. Severance Benefits.

(a) Cash Severance. In consideration for your execution of a general release of claims as provided in paragraph 5 hereof, unless you are terminated for Cause (as defined below) prior to the Separation Date, you will receive an aggregate amount equal to one million three hundred thirty eight thousand seven hundred fifty dollars ($1,338,750.00) payable not later than


thirty (30) days following the Separation Date. Notwithstanding the foregoing, payment of such cash severance will commence following your execution of the general release of claims as provided in paragraph 5 hereof and the expiration of any applicable revocation period thereunder. For the avoidance of doubt, if your employment shall terminate prior to the Separation Date on account of your death or Disability (as defined in the Employment Agreement) or by any action by the Company, (i) you or your estate, as the case may be, shall remain entitled to the benefits of this Agreement as if your employment terminated on the Separation Date; provided that you (or in the case of your death or incapacity, your estate or legal representative) executes and returns the general release of claims as provided in paragraph 5 hereof, and (ii) in the case of death or Disability, nothing herein shall be deemed to be a waiver by you (or your estate or designated beneficiary) of any right to any life insurance and/or disability insurance.

(b) COBRA Coverage. In consideration for your execution of a general release of claims as provided in paragraph 5 hereof, unless you are terminated for Cause (as defined below) prior to the Separation Date, subject to your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall provide you, and your dependants, with continued health benefits through September 30, 2014 at the Company’s expense, provided that you are eligible and remain eligible for COBRA coverage; and provided, further, that in the event that you obtain other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. Following September 30, 2014, you may thereafter continue to receive COBRA coverage (to the extent permitted under applicable law and the applicable plan) for the remainder of the applicable COBRA coverage period, subject to your payment of the full COBRA premiums required for such coverage.

Payments and benefits provided in paragraphs 2(a) and 2(b) hereof shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

(c) Accrued Obligations. In addition, within thirty (30) days following the Separation Date, you will be paid for any accrued, unused vacation days, any accrued but unpaid base salary (which will cover the pay period ending on the Separation Date), any unreimbursed business expenses entitled to reimbursement in accordance with Company policies, your annual bonus for 2012 (payable in 2013, but in no event later than such bonuses are paid to other senior executives of the Company), and any other accrued and vested benefits to which you are legally entitled under the employee benefit plans of the Company. You are entitled to these accrued obligations regardless of whether you sign this Agreement or the general release of claims contemplated by paragraph 5 hereof.

(d) Cause Definition. For purposes of this Agreement, “Cause” shall have the meaning ascribed thereto in the Employment Agreement; provided that, notwithstanding anything set forth in such definition to the contrary, you shall not be terminated for “Cause” unless (I) written notice stating the basis for the termination is provided to you and (II) as to clauses (ii) or (iv) of such definition, you are given five (5) days to cure the neglect or conduct that is the basis of such claim, to the extent curable.

 

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(e) Fees. In the event the Company terminates you for Cause and withholds any payments due to you pursuant to this Agreement, and you seek recovery of such amounts and prevail, in addition to the benefits you recover in such action, you shall also be entitled to recover all reasonable attorneys’ fees and costs of bringing and pursuing such action.

3. Incentive Equity Treatment. You and the Company acknowledge and agree that you have previously been granted equity awards by the Company in accordance with, and subject to, the terms of certain equity award agreements and equity incentive plans. As of the Separation Date, all outstanding vested equity awards will remain outstanding in accordance with the terms and conditions of the applicable award agreement and equity plan under which such awards were granted, including, without limitation, any post-termination exercise period applicable thereto. Notwithstanding anything to the contrary in this Letter Agreement or any other applicable agreement or plan, you and the Company acknowledge and agree that 25,208 restricted shares and 11,167 options (with such number of shares subject to adjustment as provided in Section 4.3 of the Tronox Limited Management Equity Incentive Plan) to purchase shares shall immediately vest on the Separation Date and all remaining unvested awards will be immediately forfeited and cancelled as of the Separation Date without any consideration being paid therefor and otherwise without any further action of the Company whatsoever; provided that if you should die or incur a Disability (as defined in the Employment Agreement) prior to the Separation Date, your outstanding restricted shares and options shall fully vest upon such termination date and you shall be entitled to the post-termination exercise period for such a termination. You shall also remain entitled to any dividends payable on your restricted shares (including the unvested shares for dividends payable prior to the Separation Date) and freely tradeable shares for the vested restricted shares shall be delivered to you immediately following the Separation Date.

4. No Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Letter Agreement or as otherwise required by applicable law, you will not receive any additional compensation, severance or other benefits of any kind following the Separation Date.

5. Release. Any and all amounts payable and benefits or additional rights contemplated by paragraphs 2(a) and 2(b) hereof will only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company in the form attached on Exhibit A hereto. Such release must be executed and delivered (and no longer subject to revocation, if applicable) by you within thirty (30) days following the Separation Date.

6. No Mitigation/No Offset. You shall be under no obligation to seek other employment following the Separation Date and there shall be no offset against amounts, entitlements or benefits due to you hereunder on account of any remuneration or benefits provided by any subsequent employment you may obtain, except as otherwise provided in paragraph 2(b) above. The Company’s obligations to make any payment pursuant to, and otherwise to perform its obligations under, this Letter Agreement shall not be affected by any offset, counterclaim or other right that the Company or the Company Affiliate (as defined in the Employment Agreement) may have against you for any reason.

 

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7. Restrictive Covenants; Survival. The Company and you hereby (a) reaffirm the Company’s and your mutual rights and obligations under Section 7 (entitled Confidentiality, Non-Disclosure and Non-Competition Agreement) and Section 8 (entitled Mutual Non-Disparagement) of the Employment Agreement, and (b) understand, acknowledge and agree that such rights and obligations will survive your termination of employment with the Company and remain in full force and effect in accordance with all of the terms and conditions thereof. Prior to the Separation Date, to the extent feasible, the Company shall provide you with a reasonable opportunity prior to release to review and comment on any formal public statements or press releases made by the Company relating to your termination of employment with the Company and shall consider such comments in good faith, and such statements and releases shall state in form and substance that you are resigning for personal and family reasons. Except to the extent consistent with the preceding sentence, you acknowledge and agree that you shall not make any public statements regarding your termination of employment with the Company and shall remain subject to the provisions of Section 8 of the Employment Agreement. In addition, Sections 10(j), 11, 12, 15, and 24 of the Employment Agreement are incorporated in full into this Agreement with full force and effect, provided that any reference to “the Executive” shall be deemed to be a reference to you and any reference to “this Agreement” shall be deemed to be a reference to this Letter Agreement.

8. Governing Law. This Letter Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of New York, without regard to the choice of law rules thereof.

9. Tax Matters. The Company may withhold from any and all amounts payable under this Letter Agreement such federal, state, or local taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the parties is that payments and benefits contemplated under this Letter Agreement either comply with, or be exempt from, the requirements of Code Section 409A (as defined in Section 24(a) of the Employment Agreement). To the extent that the payments and benefits contemplated by this Letter Agreement are not exempt from the requirements of Code Section 409A, this Letter Agreement is intended to comply with the requirements of Code Section 409A to the maximum extent possible, and shall be limited, construed and interpreted in accordance with such intent. You and the Company hereby agree that your termination of employment on the Separation Date will constitute a “separation from service” within the meaning of Code Section 409A.

10. Entire Agreement. Except as otherwise expressly provided herein, this Letter Agreement and the exhibit attached hereto constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede any and all prior agreements or understandings between you and the Company with respect to the subject matter hereof, whether written or oral (including, without limitation, the Employment Agreement, any award agreements that you may have entered with the Company and any equity plans under which such awards were granted). This Letter Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, and their respective heirs, successors and assigns, provided that you may not assign your rights or obligations hereunder (except as otherwise contemplated in Section 15 of the Employment Agreement in the event of your death). This Letter Agreement may be amended or modified only by a written instrument executed by you and the Company.

 

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If this Letter Agreement accurately reflects your understanding as to the terms and conditions of your termination of employment with the Company, please sign and date one copy of this Letter Agreement in the space provided below and return the same to me for the Company’s records.

On behalf of the Company, I wish you the best of luck in your future endeavors.

 

Very truly yours,
TRONOX LIMITED
By:   /s/ Michael J. Foster
  Name:   Michael J. Foster
  Title:   Senior Vice President, General Counsel and Secretary

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of my termination of employment with the Company, and I hereby confirm my agreement to the same.

 

Dated: February 9, 2013       /s/ Daniel Greenwell
      Daniel Greenwell

Separation Letter Agreement Signature Page


EXHIBIT A

GENERAL RELEASE

I, Daniel Greenwell (“Executive”), in consideration of and subject to the performance by Tronox LLC (together with its parent companies and subsidiaries, the “Company”), of its obligations under paragraphs 2(a), 2(b) and 3 of the Separation Letter Agreement by and between Executive and the Company dated as of February 9, 2013 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and subsidiaries and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates and subsidiaries and direct or indirect owners (collectively, the “Released Parties”) to the extent provided herein (this “General Release”). The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. Executive understands that, other than the accrued obligations set forth in paragraph 2(c) of the Agreement (“Accrued Benefits”), the payments or benefits paid or granted to Executive under paragraphs 2(a) and 2(b) of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which Executive was already entitled. Executive understands and agrees that Executive will not receive the payments and benefits specified in paragraphs 2(a) and 2(b) of the Agreement, other than the Accrued Benefits, unless Executive executes this General Release and does not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement, Executive knowingly and voluntarily (for himself, Executive’s heirs, executors, administrators and assigns) releases and forever discharges the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company and/or any of the Released Parties which Executive, Executive’s spouse, or any of Executive’s heirs, executors, administrators or assigns, ever had, now have, or hereafter may have, by reason of any matter, cause, or thing whatsoever, from the beginning of Executive’s initial dealings with the Company to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the

 

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Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”). Executive understands and intends that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release.

3. Executive represents that Executive has made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. Executive agrees that this General Release does not waive or release any rights or claims that Executive may have under the Age Discrimination in Employment Act of 1967 which arise after the date Executive executes this General Release. Executive acknowledges and agrees that Executive’s separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. Executive hereby waives all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the foregoing, Executive acknowledges that Executive is not waiving and is not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that Executive disclaims and waives any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

6. In signing this General Release, Executive acknowledges and intends that it shall be effective as a bar to each and every one of the claims released hereunder. Each party expressly consents that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated claims), if any, as well as those relating to any other claims hereinabove mentioned or implied. Executive acknowledges and agrees that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. Executive further agrees that in the event that Executive should bring a Claim seeking damages against the Company, or in the event that Executive should seek to recover against the Company in any Claim brought by a governmental agency on Executive’s behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. Executive further agrees that Executive is not aware of any pending claim, or of any facts that could give rise to a claim, of the type described in paragraph 2 as of the execution of this General Release.

 

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7. Executive agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or Executive of any improper or unlawful conduct.

8. Executive agrees that Executive will forfeit all amounts payable by the Company pursuant to the Agreement if Executive challenges the validity of this General Release. Executive also agrees that if Executive violates this General Release by suing the Company or the other Released Parties with respect to claims released by Executive hereunder, Executive will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by Executive pursuant to the Agreement on or after the termination of Executive’s employment.

9. Executive agrees that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to Executive’s immediate family and any tax, legal or other counsel that Executive has consulted regarding the meaning or effect hereof or as required by law, and Executive will instruct each of the foregoing not to disclose the same to anyone.

10. Any non-disclosure provision in this General Release does not prohibit or restrict Executive (or Executive’s attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-regulatory organization or governmental entity.

11. Executive represents that Executive is not aware of any Claim by Executive, and Executive acknowledges that Executive may hereafter discover Claims or facts in addition to or different than those which Executive now knows or believes to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and Executive’s decision to enter into it.

12. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

13. Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This General Release constitutes the complete and entire agreement and understanding among the parties, and supersedes any and all prior or contemporaneous agreements, commitments, understandings or arrangements, whether written or oral, between or among any of the parties, in each case concerning the subject matter hereof.

 

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14. BY SIGNING THIS GENERAL RELEASE, EXECUTIVE REPRESENTS AND AGREES THAT:

 

  A. EXECUTIVE HAS READ IT CAREFULLY;

 

  B. EXECUTIVE UNDERSTANDS ALL OF ITS TERMS AND KNOWS THAT EXECUTIVE IS GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

 

  C. EXECUTIVE VOLUNTARILY CONSENTS TO EVERYTHING IN IT;

 

  D. EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND EXECUTIVE HAS DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, EXECUTIVE HAS CHOSEN NOT TO DO SO OF EXECUTIVE’S OWN VOLITION;

 

  E. EXECUTIVE HAS HAD AT LEAST 21 DAYS FROM THE DATE OF EXECUTIVE’S RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE EXECUTIVE’S RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT EXECUTIVE’S REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

 

  F. EXECUTIVE UNDERSTANDS THAT EXECUTIVE HAS SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

 

  G. EXECUTIVE HAS SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE EXECUTIVE WITH RESPECT TO IT; AND

 

  H. EXECUTIVE AGREES THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY EXECUTIVE.

 

SIGNED:         DATE:    
  Daniel Greenwell      

 

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