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| ARJ > SEC Filings for ARJ > Form 8-K on 19-Dec-2008 | All Recent SEC Filings |
19-Dec-2008
Change in Directors or Principal Officers, Financial Statements and Exhibits
(e) On December 19, 2008, Arch Chemicals, Inc. (the "Company") entered into amended and restated executive agreements with each of the Company's current Named Executive Officers, specifically, H. Anderson, M.E. Campbell, S.C. Giuliano, L.S. Massimo and S.A. O'Connor principally to comply with recent regulatory changes. The amendments included the following changes:
First, additional modifications were made to comply with the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and
a recent Internal Revenue ruling regarding Section 162(m) of the Code and such
modifications included the following:
(a) Upon termination of employment, a Named Executive Officer will be paid an amount equal to $100,000, which may be used by the Named Executive Officer for outplacement and associated services. Previously, outplacement services were to be provided at the Company's expense.
(b) Any annual prorated bonus award payable to a Named Executive Officer will be paid upon a Change in Control that occurs after the first quarter instead of following a termination of employment after the first quarter after a Change in Control.
(c) Revisions were made to the definition of good reason for terminations.
Second, the term of the agreements was amended so that the agreements expire on December 31, 2011, unless extended as a result of a Change in Control or Potential Change in Control. Prior to this change, the agreement automatically renewed at year-end (subject to extension as result of a Change in Control or Potential Change in Control) for one year unless the Compensation Committee of the Board acted otherwise.
Third, the definition of "Change in Control" was revised to reflect current market practices, resulting in a slight narrowing of the scope of transactions that would trigger Change in Control protections under the agreements.
The form of the Amended and Restated Executive Agreement is attached hereto as Exhibit 10.1.
(d) Exhibits
10.1 Form of Amended and Restated Executive Agreement
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