Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jon M. Huntsman
On December 19, 2017 (the Effective Date), Huntsman Corporation (the Company) entered into a Separation and Consulting Agreement and General Release of Claims (the Consulting Agreement) with Jon M. Huntsman, the Executive Chairman of the Board of Directors of the Company, whereby Mr. Huntsmans role as Executive Chairman will terminate on December 31, 2017 (the Separation Date). Mr. Huntsman will continue to serve as a member of the Board of Directors and provide certain consulting services to the Company through February 29, 2020 (the Consulting Term). The Consulting Term is subject to earlier termination upon the agreement of the parties, voluntary resignation of Mr. Huntsman, the death or disability of Mr. Huntsman, or unilateral termination by the Company with or without cause.
During the Consulting Term, Mr. Huntsman will provide services in the capacity of an independent contractor as reasonably requested by the Company and will receive a monthly retainer fee of $250,000 to be paid in two equal installments on each of January 1, 2018 and February 1, 2019. The Company will also reimburse Mr. Huntsman for all reasonable and necessary business and travel expenses incurred in connection with his performance of services during the Consulting Term in accordance with the Companys expense reimbursement policies. The Consulting Agreement also provides that Mr. Huntsman will continue to vest in all performance-based incentive compensation awards that he held as of the Effective Date.
Mr. Huntsman agrees not to disclose or use confidential information and return all such information upon the Companys request. During the Consulting Term, Mr. Huntsman agrees not to solicit the Companys customers, consultants or suppliers, officers, directors, employees or agents, and not to provide services to any customer of the Company. As a condition to entry into the Consulting Agreement, Mr. Huntsman has agreed to enter into a general release of claims in favor of the Company.
In conjunction with the termination of Mr. Huntsmans role as Executive Chairman, he is entitled to severance benefits in accordance with the Severance Agreement dated January 1, 2013 between the Company and Mr. Huntsman. Mr. Huntsman will also receive accelerated vesting of all time-based vesting equity-based incentive compensation awards that he held as of the Effective Date.
The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement attached hereto.
Peter R. Huntsman
On December 19, 2017, the Company and Peter R. Huntsman entered into an Amended and Restated Severance Agreement (the Revised Agreement). The Revised Agreement amended and restated the Severance Agreement dated January 1, 2013 by and between the Company and Mr. Huntsman (the Original Agreement) by extending the term of the agreement from December 31, 2017 to December 31, 2022. No other terms of the Original Agreement were modified. This description of the Revised Agreement is qualified in its entirety by reference to the full text of the Revised Agreement attached hereto.
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