Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement by and between DuPont de Nemours, Inc. and Edward
D. Breen, dated as of December 28, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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