Relocation Assistance
The Company’s business needs require it on occasion to relocate certain employees. To meet this need, we may, on a case by case basis,
coverpay or reimburse certain
relocation relatedrelocation-related expenses, including temporary housing, living and travel expenses that are incurred by our employees, including our named executive officers.
Severance and Change in Control Benefits
Prior to 2017 the Company entered into employment agreements or offer letters with our named executive officers. In connection with our initial public offering in September 2017, we entered into individual severance agreements with each
Each of our named executive officers is (or in the case of Mr. Randolph was) party to providea severance agreement or letter agreement with us that provides them with severance protections and benefits in the event of certain qualifying terminations of their employment.
On December 11, 2019, the Compensation Committee approved the PQ Corporation Severance Policy, effective January 1, 2020. It is intended that named executive officers of the Company be covered by this Severance Policy in the future, unless they are already covered under one of the severance agreements referred to above.
The material terms of thesethe severance and letter agreements with our named executive officers and the Severance Policy are described below under “Potential Payments Upon Termination or Change in Control—Severance Agreements.” None of our named executive officers is party to an employment
Transition and General Release Agreement with Mr. Randolph
On December 16, 2020, we entered into a transition and general release agreement with Mr. Randolph in connection with his termination of employment with the Company.Company effective December 14, 2020.
In consideration for entering into the transition and general release agreement, and Mr. Randolph’s adherence to the promises contained in the agreement, which include Mr. Randolph’s execution of a general release of claims in favor of the Company, restrictive covenants in favor of the Company, including noncompetition and non-solicitation covenants by which Mr. Randolph is bound for a period of 24 months following his termination date, and perpetual covenants relating to non-disparagement and confidentiality, and other terms and conditions, the Company agreed to provide Mr. Randolph the following:
i.
| A payment equal to $1,732,500, which is the lump sum value of the amount owed under Mr. Randolph’s severance letter agreement. This lump sum was paid 60 days after Mr. Randolph’s termination of employment date. |
ii.
| Amendments to his existing equity agreements to allow his equity grants to vest or be exercised for a certain time following his termination of employment and the sale of the Performance Materials segment to an affiliate of The Jordan Company, L.P. In particular, unvested MOI shares will be eligible to vest during the two- year period following the closing of the Performance Materials sale, if the MOI target is met during that time. Mr. Randolph will have a period of two years following the closing of the Performance Materials sale to exercise options which are already vested. In addition, any unvested RSUs held by Mr. Randolph as of the date of the closing of the Performance Materials sale will be eligible to vest during the two- year period following the closing. Finally, any PSUs which are unvested as of the date of the closing of the sale of Performance Materials will be eligible to vest during the one-year period following the closing. |
The amendments to the equity grants described above are conditioned on Mr. Randolph’s employment with the Performance Materials business under its new ownership. If Mr. Randolph voluntarily resigns or is terminated for cause by the successor three months after the closing, he will retain vesting rights to the unvested MOI shares and unvested options for six months rather than two years. If Mr. Randolph voluntarily resigns or is terminated for cause by the successor twelve months after the closing, he will retain any shares that were vested prior to that date, as well as any options that he exercised, but will not be entitled to any further vesting or exercise rights after his separation date.