Exhibit 10.20(f)
Millennium Chemicals Inc.
2001 Omnibus Incentive Compensation Plan
Performance Unit Award Agreement
International Award Agreement for Officers and Key Employees - Performance Units
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Dear :
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Congratulations on your selection as a Participant in the Millennium Chemicals
Inc. 2001 Omnibus Incentive Compensation Plan (the "Plan").
This Award Agreement and the Plan together govern your rights under the Plan and
set forth all of the conditions and limitations affecting such rights. Terms
used in this Award Agreement shall have the meanings ascribed to them in the
Plan. If there is any inconsistency between the terms of this Award Agreement
and the terms of the Plan, the Plan's terms shall supersede and replace the
conflicting terms of this Award Agreement.
Overview of Your Performance Unit Grant
1. "Number of Performance Units Granted":
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2. "Date of Grant":
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3. "Lapse of Restriction Date(s)": The Performance Units shall vest in
accordance with the following:
(a) One third of your Performance Units (expressed in whole numbers) will
vest on the New York Stock Exchange's ("NYSE") first trading day of
January, 2005. The second one third will vest on the NYSE's first
trading day of January, 2006 and the final one third, plus any partial
share remaining, will vest on the NYSE's first trading day of January,
2007, provided you have continued in the employment of the Company
and/or its Subsidiaries through such date.
(b) All restrictions shall lapse and the Performance Units shall become
one hundred percent (100%) vested upon your termination of employment
due to death, Disability, or Retirement; defined as either (i) age 50
with 15 years of eligible service; or (ii) age 55 with ten years of
eligible service; provided that you have continued in the employment
of the Company and/or its Subsidiaries through such event.
4. Termination of Employment for Other Reasons. In the event that you
terminate employment with the Company and/or its Subsidiaries for any
reason other than those reasons set forth in
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Paragraph 3 or in the event that the Company and/or its Subsidiaries
terminates your employment for any reason, all of the unvested Performance
Units you hold at the time of your employment termination and any dividend
and other distributions paid with respect to the unvested Performance
Units, shall be forfeited to the Company; provided, however, that in the
event of a termination of your employment, either the Board or the
Committee, in their sole discretion, may waive such automatic forfeiture
provision as it deems appropriate.
5. Payment of Performance Units: You shall be entitled to receive an equal
number of shares of Company stock for Performance Units whose restrictions
have lapsed pursuant to Paragraphs 1 and 8 herein. You will receive the
number of Shares equal to the number of vested Performance Units and you
will be issued stock certificates for the Shares.
6. Dividends: In the event that dividends or other distributions are paid with
respect to the Performance Units during the Period of Restriction, such
dividends shall be deferred until, and paid upon, the Lapse of Restriction
Date(s), hereunder. No dividends or other distributions paid with respect
to Performance Units during the Period of Restriction shall bear interest
or be maintained in a segregated account. If any such dividends or
distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability as are the Performance Units in respect of
which they were paid.
7. Right as Stockholder: You shall not have voting or any other rights as a
stockholder of the Company with respect to Performance Units. You will
obtain full voting and other rights as a stockholder of the Company upon
the settlement of Performance Units in Shares of Company stock.
8. Change in Control: In the event of a Change in Control of the Company, any
restrictions on outstanding Performance Units as set forth in this Award
Agreement (including those received pursuant to Paragraph 6) shall
immediately lapse. The value of such Performance Units shall be paid to you
in Shares of Company stock within thirty (30) days of the effective date of
the Change in Control. Such Shares shall be freely transferable, subject to
any applicable security laws. In addition, any deferred dividends or other
distributions paid with respect to the Performance Units, will be paid to
you.
9. Nontransferability: During the Period of Restriction, Performance Units
awarded pursuant to this Award Agreement may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated ("Transfer") other
than by will or by the laws of descent and distribution, except as provided
in the Plan. If any Transfer, whether voluntary or involuntary, of
Performance Units is made, or if any attachment, execution, garnishment, or
lien shall be issued against or placed upon the Performance Units, your
right to such Performance Units shall be immediately forfeited to the
Company, and this Award Agreement shall lapse.
10. Requirements of Law: The granting of Performance Units under the Plan shall
be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as
may be required.
11. Tax Withholding: Regardless of any action the Company and/or its
Subsidiaries takes with respect to any or all tax withholding (including
social insurance contribution obligations, if any),
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you acknowledge that the ultimate liability for all such taxes is and
remains your responsibility (or that your beneficiary) and that the Company
and/or its Subsidiaries: (a) make no representations or undertakings
regarding the treatment of any tax withholding in connection with any
aspect of your grant, including the grant, or vesting of the Performance
Units, the subsequent sale of Shares and the receipt of any dividends; and
(b) do not commit to structure the terms of the grant or any aspect of the
Performance Units to reduce or eliminate your (or you beneficiary's)
liability for such tax.
12. Stock Withholding: With respect to withholding required upon any taxable
event arising as a result of Performance Units granted hereunder, the
Company and/or its Subsidiaries, unless notified otherwise by you in
writing within thirty (30) days prior to the taxable event, will satisfy
the tax withholding (including social insurance contribution obligations,
if any) requirement by withholding Shares having a Fair Market Value equal
to the total minimum statutory tax required to be withheld on the
transaction. You agree to pay to the Company and/or its Subsidiaries any
amount of tax that the Company and/or its Subsidiaries may be required to
withhold as a result of your participation in the Plan that cannot be
satisfied by the means previously described.
13. Administration: This Award Agreement and your rights hereunder are subject
to all the terms and conditions of the Plan, as the same may be amended
from time to time, as well as to such rules and regulations as the
Committee may adopt for administration of the Plan. It is expressly
understood that the Committee is authorized to administer, construe, and
make all determinations necessary or appropriate to the administration of
the Plan and this Award Agreement, all of which shall be binding upon you,
the Participant.
14. Continuation of Employment: This Award Agreement shall not confer upon you
any right to continuation of employment by the Company, its Affiliates,
and/or its Subsidiaries, nor shall this Award Agreement interfere in any
way with the Company's, its Affiliates', and/or its Subsidiaries' right to
terminate your employment at any time.
15. Amendment to the Plan: The Plan is discretionary in nature and the Board
may terminate, amend, or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan may in any way
adversely affect your rights to vested Performance Units or Shares under
this Award Agreement, without your written approval.
16. Successor: All obligations of the Company under the Plan and this Award
Agreement, with respect to the Performance Units, shall be binding on any
successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.
17. Severability: The provisions of this Award Agreement are severable and if
any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
18. No Right to Future Grants; No Right of Employment; Extraordinary Item: In
accepting the grant, you acknowledge that: (a) the Plan is established
voluntarily by the Company, it is discretionary in nature and it may be
modified, suspended or terminated by the Company at any time, as provided
in the Plan and this Award Agreement; (b) the grant of the Performance
Units
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is voluntary and occasional and does not create any contractual or other
right to receive future grants of Performance Units, or benefits in lieu of
Performance Units, even if Performance Units have been granted repeatedly
in the past; (c) all decisions with respect to future grants, if any, will
be at the sole discretion of the Company; (d) your participation in the
Plan is voluntary; (e) the Performance Units are an extraordinary item that
does not constitute compensation of any kind for services of any kind
rendered to the Company, its Affiliates and/or Subsidiaries, and which is
outside the scope of your employment contract, if any; (f) the Performance
Units are not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments;
(g) in the event that you are an employee of an Affiliate or Subsidiary of
the Company, the grant will not be interpreted to form an employment
contract or relationship with the Company; and furthermore, the grant will
not be interpreted to form an employment contract with the Affiliate or
Subsidiary that is your employer; (h) the future value of the underlying
Shares is unknown and cannot be predicted with certainty; (i) no claim or
entitlement to compensation or damages arises from forfeiture or
termination of the Performance Units or diminution in value of the
Performance Units or the Shares and you irrevocably release the Company,
its Affiliates and/or its Subsidiaries from any such claim that may arise;
and (j) notwithstanding any terms or conditions of the Plan to the
contrary, in the event of involuntary termination of your employment, your
right to receive Performance Units and vest in Performance Units under the
Plan, if any, will terminate effective as of the date that you are no
longer actively employed and will not be extended by any notice period
mandated under local law (e.g., active employment would not include a
period of "garden leave" or similar period pursuant to local law);
furthermore, in the event of involuntary termination of employment, your
right to vest in the Performance Units after termination of employment, if
any, will be measured by the date of termination of your active employment
and will not be extended by any notice period mandated under local law.
19. Employee Data Privacy: You hereby explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of your
personal data as described in this document by and among, as applicable,
the Company, its Affiliates and its Subsidiaries ("the Company Group") for
the exclusive purpose of implementing, administering and managing your
participation in the Plan.
You understand that the Company Group holds certain personal information
about you, including, but not limited to, your name, home address and
telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any Shares of stock
or directorships held in the Company, details of all Performance Units or
any other entitlement to Shares of stock awarded, canceled, exercised,
vested, unvested or outstanding in your favor, for the purpose of
implementing, administering and managing the Plan ("Data"). You understand
that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these
recipients may be located in your country or elsewhere, and that the
recipient's country may have different data privacy laws and protections
than your country. You understand that you may request a list with the
names and addresses of any potential recipients of the Data by contacting
your local human resources representative. You authorize the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing your
participation in the Plan, including any requisite transfer of such Data as
may be required to a
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broker or other third party with whom you may elect to deposit any Shares
acquired. You understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in the
Plan. You understand that you may, at any time, view Data, request
additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein,
in any case without cost, by contacting in writing your local human
resources representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the
Plan. For more information on the consequences of your refusal to consent
or withdrawal of consent, you understand that you may contact your local
human resources representative.
20. Applicable Laws and Consent to Jurisdiction: The validity, construction,
interpretation, and enforceability of this Award Agreement shall be
determined and governed by the laws of the State of Delaware without giving
effect to the principles of conflicts of law. For the purpose of litigating
any dispute that arises under this Award Agreement, the parties hereby
consent to exclusive jurisdiction and agree that such litigation shall be
conducted in the federal or state courts of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and effective as of this ___ day of March 2004.
MILLENNUM CHEMICALS INC.
By:
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Title:
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Employee
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