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EXHIBIT 10.06
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of
this ___ day of ___________, 1996, by and among Aristech Chemical Corporation,
a Delaware corporation (hereinafter referred to as the "Company"), and the
individual identified on the signature page of this Agreement (the
"Executive").
W I T N E S E T H:
WHEREAS, the Board of Directors of the Company (the "Board")
has approved the Company entering into agreements with certain key executives
of the Company providing for certain severance protection following a Change in
Control (as hereinafter defined);
WHEREAS, the Executive is a key executive of the Company;
WHEREAS, the Board believes that, should the possibility of a
Change in Control arise, it is imperative that the Company be able to receive
and rely upon the Executive's advice, if requested, as to the best interests of
the Company and its stockholders without concern that he or she might be
distracted by the personal uncertainties and risks created by the possibility
of a Change in Control; and
WHEREAS, in addition to the Executive's regular duties, he or
she may be called upon to assist in the assessment of a possible Change in
Control, advise management and the Board as to whether such Change in Control
would be in the best interests of the Company and its stockholders, and to take
such other actions as the Board determines to be appropriate;
NOW THEREFORE, to assure the Company that it will have the
continued dedication of the Executive and the availability of his or her advice
and counsel notwithstanding the possibility, threat, or occurrence of a Change
in Control, and to induce the Executive to remain in the employ of the Company,
and for other good and valuable consideration, the Company and the Executive,
intending to be legally bound, agree as follows:
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Article 1. Definitions
Whenever used in this Agreement, the following terms shall
have the meanings set forth below when the initial letter of the word is
capitalized:
(a) "Accrued Obligations" shall have the meaning given to
such term in Section 3.1(b).
(b) "Annual Base Salary" shall have the meaning given to
such term in Section 2.2(b)(i).
(c) "Base Salary" shall mean the salary of record paid by
the Company to the Executive as annual salary,
excluding amounts received under incentive or other
bonus plans, whether or not deferred.
(d) "Beneficiary" shall mean the persons or entities
designated or deemed designated by the Executive
pursuant to Section 8.2 herein.
(e) "Cause" shall mean the occurrence of any one or more of
the following:
(i) action by the Executive involving willful and
wanton malfeasance involving specifically a
wholly wrongful and unlawful act;
(ii) the Executive being convicted of a felony;
or
(iii) a material violation by the Executive of any
rule, regulation or policy of the Company
generally applicable to all employees.
(f) A "Change in Control" shall mean, and shall be deemed
to have occurred upon the occurrence of, any one of the
following events:
(i) any transaction that results in Mitsubishi
Corporation and its subsidiaries (which shall
include any corporation in an unbroken chain of
corporations beginning with Mitsubishi
Corporation if each of the corporations other
than the last corporation in the unbroken chain
owns stock possessing at least fifty percent (50
percent) of the total combined voting power
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of all classes of stock in one of the other
corporations in the chain) (collectively, the "MC
Group") no longer being the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as amended),
which shall in any event include having the power
to vote (or cause to be voted at the direction of
any member of the MC Group pursuant to contract,
irrevocable proxy or otherwise) of stock
possessing at least fifty percent (50 percent) of
the combined voting power of the issued and
outstanding shares of all classes of the
Company's stock entitled to vote generally in the
election of directors ("Voting Stock"), whether
as a result of the issuance of securities of the
Company, any direct or indirect transfer of
securities of the Company or otherwise; or
(ii) approval by the stockholders of the Company of a
reorganization, merger or consolidation, unless,
following such reorganization, merger or
consolidation, the MC Group beneficially owns,
directly or indirectly, stock possessing at least
fifty percent (50 percent) of the total combined
voting power of the issued and outstanding shares
of all classes of Voting Stock of the corporation
resulting from such reorganization, merger or
consolidation; or
(iii) approval by the stockholders of the Company of a
complete liquidation or dissolution of the
Company; or
(iv) the sale or other disposition of sixty percent
(60 percent) or more by value of the assets of
the Company other than to a corporation with
respect to which, following such sale or
disposition, the MC Group beneficially owns,
directly or indirectly, stock possessing at least
fifty percent (50 percent) of the total combined
voting power of the issued and outstanding shares
of all classes of Voting Stock.
(g) "Change in Control Date" shall have the meaning given
to such term in Section 2.1.
(h) "Disability" shall mean the absence of the Executive
from the Executive's duties with the
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Company on a full-time basis for one hundred
eighty-three (183) consecutive business days as a
result of incapacity due to mental or physical illness
which is determined to be total and permanent by a
physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal
representative.
(i) "Effective Date of Termination" shall mean the date on
which the Executive's employment with the Company
terminates.
(j) "Employment Period" shall have the meaning given to
such term in Section 2.1.
(k) "Good Reason" shall mean, without the Executive's
express written consent, the occurrence of any one or
more of the following:
(i) A material diminution of the Executive's
authorities, duties, responsibilities, and status
(including offices, titles, and reporting
requirements) as an employee of the Company from
those in effect as of one hundred eighty (180)
days prior to the Change in Control, other than
an insubstantial and inadvertent act that is
remedied by the Company promptly after receipt of
notice thereof given by the Executive, and other
than any such alteration which is consented to by
the Executive in writing;
(ii) The Company's requiring the Executive to be based
at a location in excess of fifty (50) miles from
the location of the Executive's principal job
location or office immediately prior to the
Change in Control, except for required travel on
the Company's business to an extent substantially
consistent with the Executive's present business
obligations;
(iii) A reduction in the Executive's base salary or any
material reduction by the Company of the
Executive's other compensation or benefits from
that in effect immediately before the Change in
Control occurred;
(iv) The failure of the Company to obtain a
satisfactory agreement from any successor to the
Company to assume and agree to
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perform the Company's obligations under this
Agreement, as contemplated in Article 6 herein;
and
(v) Any purported termination by the Company of the
Executive's employment that is not effected
pursuant to a Notice of Termination satisfying
the requirements of Section 3.6 herein, and for
purposes of this Agreement, no such purported
termination shall be effective.
The Executive's right to terminate employment for Good
Reason shall not be affected by the Executive's (A)
incapacity due to physical or mental illness or (B)
continued employment following the occurrence of any
event constituting Good Reason herein.
(l) "Notice of Termination" shall have the meaning given to
such term in Section 3.6.
(m) "Other Benefits" shall have the meaning given to such
term in Section 3.1(e).
(n) "Recent Average Bonus" shall have the meaning given to
such term in Section 2.2(b)(ii).
(o) "Severance Benefits" shall have the meaning given to
such term in Section 3.1.
Article 2. Employment
2.1. Employment Period. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the
employ of the Company, subject to the terms and conditions of this Agreement,
for the period (the "Employment Period") commencing on the date that a Change
in Control occurs (the "Change in Control Date") and ending on the third
anniversary of such date.
2.2. Terms of Employment.
(a) Position and Duties.
(i) During the Employment Period, (A) the Executive's
position (including status, offices, titles and
reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all
material respects with the most significant of those
held, exercised and assigned
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at any time during the one hundred eighty (180)- day
period immediately preceding the Change in Control
Date, and (B) the Executive's services shall be
performed at the location where the Executive was
employed immediately preceding the Change in Control
Date or any office or location less than fifty (50)
miles from such location.
(ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which the Executive is
entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the
business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to
the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and
efficiently such responsibilities. During the
Employment Period it shall not be a violation of this
Agreement for the Executive to (A) serve on corporate,
civic or charitable boards or committees, (B) deliver
lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage personal
investments, so long as such activities do not violate
applicable corporate policy as in effect on the Change
in Control Date and do not materially interfere with
the performance of the Executive's responsibilities as
an employee of the Company in accordance with this
Agreement. It is expressly understood and agreed that
to the extent that any such activities have been
conducted by the Executive prior to the Change in
Control Date, the continued conduct of such activities
(or the conduct of activities similar in nature and
scope thereto) subsequent to the Change in Control Date
shall not thereafter be deemed to interfere with the
performance of the Executive's responsibilities to the
Company.
(b) Compensation.
(i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary
("Annual Base Salary") which shall be paid at a
rate at least equal to twelve (12) times the
highest monthly base salary paid or payable to
the Executive by the Company in respect of the
twelve (12)-month period immediately preceding
the month in which the Change in Control Date
occurs. During the Employment Period, the
Annual
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Base Salary shall be reviewed no more than
twelve (12) months after the last salary
increase awarded to the Executive prior to the
Change in Control Date and thereafter at least
annually. Any increase in Annual Base Salary
shall not serve to limit or reduce any other
obligation to the Executive under this
Agreement. Annual Base Salary shall not be
reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement
shall refer to Annual Base Salary as so
increased.
(ii) Annual Bonus. In addition to Annual Base
Salary, the Executive shall be awarded, for each
fiscal year ending during the Employment Period,
an annual bonus (the "Recent Average Bonus") in
cash at least equal to average annual bonus paid
to the Executive with respect to the three most
recent fiscal years of the Company completed
prior to the Change in Control Date. Each such
Recent Average Bonus shall be paid no later
than the end of the third month of the fiscal
year next following the fiscal year for which
the Recent Average Bonus is awarded, except to
the extent that the Executive shall elect to
defer the receipt of such Recent Average Bonus.
(iii) Incentive, Savings and Retirement Plans. During
the Employment Period, the Executive shall be
entitled to participate in the Company's Long
Term Incentive Plan and all savings, retirement
and incentive plans, practices, policies and
programs applicable generally to other peer
executives of the Company and on the same basis
as such peer executives, but in no event shall
such plans, practices, policies and programs
provide the Executive with benefit opportunities
less favorable than the most favorable of those
provided by the Company for the Executive under
such plans, practices, policies and programs as
in effect during the one hundred eighty (180)-
day period prior to the Change in Control Date.
(iv) Welfare Benefit Plans. During the Employment
Period, the Executive and/or the
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Executive's family, as the case may be, shall be
eligible for participation in and shall receive
all benefits under welfare benefit plans,
practices, policies and programs provided by the
Company (including, without limitation, medical,
prescription, dental, disability, employee life,
group life, accidental death and travel accident
insurance plans and programs) to the extent
applicable generally to other peer executives of
the Company, but in no event shall such plans,
practices, policies and programs provide the
Executive with benefit opportunities less
favorable than the most favorable of those
provided by the Company for the Executive under
such plans, practices, policies and programs as
in effect during the one hundred eighty
(180)-day period prior to the Change in Control
Date.
(v) Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses
incurred by the Executive in accordance with the
policies, practices and procedures of the
Company to the extent applicable generally to
other peer executives of the Company.
(vi) Fringe Benefits. During the Employment Period,
the Executive shall be entitled to fringe
benefits in accordance with the plans,
practices, programs and policies of the Company
in effect for other peer executives of the
Company, but in no event shall such plans,
practices, policies and programs provide the
Executive with benefit opportunities less
favorable than the most favorable of those
provided by the Company for the Executive under
such plans, practices, policies and programs as
in effect during the one hundred eighty (180)-
day period prior to the Change in Control Date.
Article 3. Termination of Employment
3.1. Without Cause; For Good Reason. In the event that
during the Employment Period either the Executive's employment is involuntarily
terminated by the Company without Cause or the Executive voluntarily terminates
of the Executive's
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employment with the Company for Good Reason, the Executive shall be entitled to
receive from the Company severance benefits ("Severance Benefits") as follows
(but subject to Sections 3.7 and 3.8):
(a) The Executive shall receive a single lump sum
payment within thirty (30) days of the Effective
Date of Termination in an amount equal to 2.99
times the sum of (i) the highest rate of the
Executive's rate of Annual Base Salary in effect
during the twelve (12) month period prior to the
Change in Control at any time up to and including
the Effective Date of Termination and (ii) the
Recent Average Bonus.
(b) The Executive shall receive an amount, paid within
thirty (30) days of the Effective Date of
Termination, equal to the Executive's unpaid Base
Salary, accrued but unused vacation pay, earned but
unpaid bonuses with respect to the prior fiscal
year of the Company and amounts under the Company's
Long Term Incentive Plan and all other cash
entitlements ("Accrued Obligations") through the
Effective Date of Termination.
(c) The Executive shall receive an amount, paid within
thirty (30) days of the Effective Date of
Termination, equal to the product of (i) the Recent
Average Bonus and (ii) a fraction, the numerator of
which is the number of days in the current fiscal
year through the Effective Date of Termination, and
the denominator of which is 365.
(d) All welfare benefits, including medical, dental,
vision, life and disability benefits pursuant to
plans under which the Executive and/or the
Executive's family is eligible to receive benefits
and/or coverage shall be continued for a period of
thirty-six (36) months after the Effective Date of
Termination. Such benefits shall be provided to
the Executive at no less than the same coverage
level as in effect as of the Change in Control
Date. The Company shall pay the full cost of such
continued benefits, except that the Executive shall
bear any portion of such cost as was required to be
borne by key executives of the Company generally at
the Change in Control Date.
(e) All other benefits under applicable plans,
practices, programs and policies of the Company
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("Other Benefits") shall be timely paid or
provided.
3.2. Death. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of any Other Benefits. Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within thirty (30) days of the Effective Date
of Termination. With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 3.2 shall include without limitation, and
the Executive's estate and/or beneficiaries shall be entitled to receive,
benefits at least equal to the most favorable benefits provided by the Company
to the estates and beneficiaries of peer executives of the Company under such
plans, programs, practices and policies relating to death benefits, if any, as
in effect with respect to other peer executives and their beneficiaries at any
time during the one hundred twenty (120)-day period immediately preceding the
Change in Control Date or, if more favorable to the Executive's estate and/or
the Executive's beneficiaries, as in effect on the date of the Executive's
death with respect to other peer executives of the Company and their
beneficiaries.
3.3. Disability. If the Executive's employment is terminated
by reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for payment of Accrued Obligations and the timely payment or provision of
Other Benefits. Accrued Obligations shall be paid to the Executive in a lump
sum in cash within thirty (30) days of the Effective Date of Termination. With
respect to the provision of Other Benefits, the term Other Benefits as utilized
in this Section 3.3 shall include, and the Executive shall be entitled after
the Effective Date of Termination to receive, disability and other benefits at
least equal to the most favorable of those generally provided by the Company to
disabled executives and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, as in effect
generally with respect to other peer executives and their families at any time
during the one hundred twenty (120)-day period immediately preceding the
Effective Date of Termination or, if more favorable to the Executive and/or the
Executive's family, as in effect at any time thereafter generally with respect
to other peer executives of the Company and their families.
3.4. With Cause; Other than for Good Reason. If the
Executive's employment shall be terminated for Cause during the Employment
Period or if the Executive voluntarily terminates
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employment during the Employment Period, excluding a termination for Good
Reason, this Agreement shall terminate without further obligations to the
Executive, other than for Accrued Obligations and the timely payment or
provision of Other Benefits. In such case, all Accrued Obligations shall be
paid to the Executive in a lump sum in cash within thirty (30) days of the
Effective Date of Termination.
3.5. Termination in Anticipation of Change in Control.
Anything in this Agreement to the contrary notwithstanding, if the Executive's
employment with the Company is terminated prior to the date on which a Change
in Control occurs either (i) by the Company other than for Cause or (ii) by the
Executive for Good Reason, and it is reasonably demonstrated that termination
of employment (a) was at the request of an unrelated third party who has taken
steps reasonably calculated to effect a Change in Control, or (b) otherwise
arose in connection with or in anticipation of the Change in Control, then for
all purposes of this Agreement the termination shall be deemed to have occurred
upon a Change in Control and the Executive will be entitled to Severance
Benefits as provided in Section 3.1 hereof.
3.6. Notice of Termination. Any termination by the Company
for Cause or by the Executive for Good Reason shall be communicated by Notice
of Termination to the other party. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated and (iii) if the Effective Date of Termination is other
than the date of receipt of such notice, specifies the termination date (which
date shall be not more than thirty (30) days after the giving of such notice).
The failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.
3.7. Withholding of Taxes. The Company shall withhold from
any amounts payable under this Agreement all federal, state, local, or other
taxes as legally shall be required to be withheld.
3.8. Certain Excise Taxes. Notwithstanding any other
provision of this Agreement to the contrary, if tax counsel selected by the
Company and acceptable to the Executive (which acceptance shall not be
unreasonably withheld) determines that any portion of any payment under this
Agreement would constitute
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an "excess parachute payment," then the payments to be made to the Executive
under this Agreement shall be reduced (but not below zero) such that the value
of the aggregate payments that the Executive is entitled to receive under this
Agreement and any other agreement or plan or program of the Company shall be
one dollar ($1) less than the maximum amount of payments which the Executive
may receive without becoming subject to the tax imposed by Section 4999 of the
Internal Revenue Code; provided, however, that the foregoing limitation shall
not apply in the event that such tax counsel determines that the benefits to
the Executive under this Agreement on an after-tax basis (i.e., after federal,
state and local income and excise taxes) if such limitation is not applied
would exceed the after-tax benefits to the Executive if such limitation is
applied. Such tax counsel shall make such determinations, and provide to the
Company and the Executive written notice supporting such determinations, within
fifteen (15) business days after the Change in Control.
3.9. Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Executive during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or
divulge any such information, knowledge or data to anyone other than the
Company and those designated by it. In no event shall an asserted violation of
the provisions of this Section 3.9 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this
Agreement.
Article 4. The Company's Payment Obligations
4.1. Payment Obligations Absolute. The Company's obligation
to make the payments and the arrangements provided for herein shall be absolute
and unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or any other party. All
amounts payable by the Company hereunder shall be paid without notice or
demand. Each and every payment made hereunder by the Company shall be final,
and the Company shall not seek to recover all or any part of such payment from
the Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever. Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall have no obligation to make any payment to the
Executive hereunder to the extent, but
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only to the extent, that such payment is prohibited by the terms of any final
order of a Federal or state court or regulatory agency of competent
jurisdiction; provided, however, that such an order shall not affect, impair,
or invalidate any provision of this Agreement not expressly subject to such
order.
4.2. Contractual Rights to Benefits. This Agreement
establishes and vests in the Executive a contractual right to the benefits to
which he is entitled hereunder. Nothing herein contained shall require or be
deemed to require, or prohibit or be deemed to prohibit, the Company to
segregate, earmark, or otherwise set aside any funds or other assets, in trust
or otherwise, to provide for any payments to be made or required hereunder. The
Executive shall not be obligated to seek other employment in mitigation of the
amounts payable or arrangements made under any provision of this Agreement, and
the obtaining of any such other employment shall in no event effect any
reduction of the Company's obligations to make the payments and arrangements
required to be made under this Agreement.
Article 5. Enforcement and Legal Remedies
5.1 Resolution of Differences Over Breaches of Agreement. In
the event of any controversy, dispute or claim arising out of, or relating to
this Agreement, or the breach thereof, or arising out of any other matter
relating to the Executive's employment with the Company or the termination of
such employment, the Company and the Executive agree that such underlying
controversy, dispute or claim shall be settled by arbitration conducted in
Pittsburgh, Pennsylvania in accordance with this Section 5.1 of the Agreement
and the Commercial Arbitration Rules of the American Arbitration Association.
The matter shall be heard and decided, and award rendered by a panel of three
(3) arbitrators. The Company and the Executive shall each select one arbitrator
from the American Arbitration Association National Panel of Commercial
Arbitrators and the American Arbitration Association shall elect a third
arbitrator from the National Panel of Commercial Arbitrators. The award
rendered by such arbitration panel shall be final and binding as between the
parties hereto and their heirs, executors, administrators, successors and
assigns, and judgment on the award may be entered by any court having
jurisdiction thereof.
5.2 Cost of Enforcement. Solely for purposes of determining
the allocation of the costs as described below, the Company will be considered
the prevailing party in a dispute if the arbitration panel determines that: (1)
the Company has not breached this Agreement and (2) the claim by the Executive
or his beneficiary was not made in good faith. Otherwise, Executive or his
beneficiary will be considered the prevailing party. In the event that the
Company is the prevailing party, the fee of the arbitrators and all necessary
expenses of the hearing (excluding
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any attorneys' fees incurred by the Company) including stenographic reporter,
if employed, shall be paid by the other party. In the event that Executive or
his beneficiary is the prevailing party, the fee of the arbitrators and all
necessary expenses of the hearing (including all attorneys' fees incurred by
Executive or his beneficiary in pursuing his claim), including the fees of a
stenographic reporter if employed, shall be paid by the Company.
Article 6. Binding Effect; Successors
The rights of the parties hereunder shall inure to the
benefit of their respective successors, assigns, nominees, or other legal
representatives. The Company shall require any successor (whether direct or
indirect, by purchase, merger, reorganization, consolidation, acquisition of
property or stock, liquidation, or otherwise) to all or a significant portion
of the assets of the Company, as the case may be, by agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company, as the case may be, would be required to perform if no such succession
had taken place. Regardless of whether such agreement is executed, this
Agreement shall be binding upon any successor in accordance with the operation
of law and such successor shall be deemed the "Company," as the case may be,
for purposes of this Agreement.
Article 7. Term of Agreement
The term of this Agreement shall commence on the date of this
Agreement and shall continue in effect for three (3) full years. However, in
the event a Change in Control occurs during the term, this Agreement will
remain in effect for the longer of: (i) thirty-six (36) months beyond the month
in which such Change in Control occurred; or (ii) until all obligations of the
Company hereunder have been fulfilled, and until all benefits required
hereunder have been paid to the Executive or other party entitled thereto. The
term of this Agreement shall be extended automatically for one additional year
as of the third anniversary of the date hereof and each subsequent annual
anniversary date hereof, unless, no later than ninety (90) days prior to any
such renewal date, either the Board, on behalf of the Company, or the Executive
gives written notice to the other that the term of this Agreement shall not be
so extended.
Article 8. Miscellaneous
8.1. Employment Status. Neither this Agreement nor any
provision hereof shall be deemed to create or confer upon the
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Executive prior to the occurrence of a Change in Control any right to be
retained in the employ of the Company or any subsidiary or other affiliate
thereof.
8.2. Beneficiaries. The Executive may designate one or more
persons or entities as the primary and/or contingent Beneficiaries of any
Severance Benefits owing to the Executive under this Agreement. Such
designation must be in the form of a signed writing acceptable to the Board of
the Company. The Executive may make or change such designation at any time.
8.3. Entire Agreement. This Agreement contains the entire
understanding of the Company and the Executive with respect to the subject
matter hereof.
8.4. Gender and Number. Except where otherwise indicated by
the context, any masculine term used herein also shall include the feminine;
the plural shall include the singular, and the singular shall include the
plural.
8.5. Notices. All notices, requests, demands, and other
communications hereunder must be in writing and shall be deemed to have been
duly given if delivered by hand or mailed within the continental United States
by first-class certified mail, return receipt requested, postage prepaid, to
the other party, addressed as follows:
(a) if to the Company:
Aristech Chemical Corporation
600 Grant Street
Pittsburgh, PA 15219
Attn: Chairman of the Board
(b) if to Executive, to him or her at the address set forth
at the end of this Agreement. Addresses may be changed by written notice sent
to the other party at the last recorded address of that party.
8.6. Execution in Counterparts. This Agreement may be
executed by the parties hereto in counterparts, each of which shall be deemed
to be original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.
8.7. Severability. In the event any provision of this
Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the
Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included. Further, the captions of this Agreement are
not part of the provisions hereof and shall have no force and effect.
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8.8. Modification. No provision of this Agreement may be
modified, waived, or discharged unless such modification, waiver, or discharge
is agreed to in writing and signed by the Executive and on behalf of the
Company.
8.9. Applicable Law. To the extent not preempted by the
laws of the United States, the laws of the Commonwealth of Pennsylvania, other
than the conflict of law provisions thereof, shall be the controlling law in
all matters relating to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
ARISTECH CHEMICAL CORPORATION
By:
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Title:
--------------------------
EXECUTIVE
---------------------------------
Name:
Address:
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