Exhibit 10.27
1996-1998 Long Term Performance Award Agreement
This Agreement, dated as of , 1996, is made by
and between (the "Corporation") and (the
"Executive").
WHEREAS, the Corporation has adopted the 1988 Long Term
Incentive Plan (the "Plan") for the purpose of attracting,
motivating and retaining key employees by offering them long term
performance-based incentives and an opportunity to acquire
ownership of shares of the Corporation's common stock.
NOW, THEREFORE, the Executive, a key employee of the
Corporation, is granted the opportunity to earn shares of common
stock of the Corporation in accordance with the terms and
conditions of the Plan and this Agreement.
1. The Executive is hereby granted the opportunity to earn
a maximum of maximum shares of the common stock
of the Corporation (the actual number of shares earned
by the Executive, if any, hereinafter being called the
"Award") during the Performance Period.
2. Performance Period
The Performance Period shall be January 1, 1996, to
December 31, 1998.
3. Performance Objectives
There shall be two Performance Objectives used to
determine the amount of the Award, if any, earned by
the Executive, as follows:
(a) Return on Equity Objective
This objective, which must be achieved in order
for the Executive to earn an Award, shall be the
achievement by the Corporation of an average
annual return on common equity for the Performance
Period equal to or greater than the lesser of (i)
fifteen percent (15%) or (ii) the average annual
return on common equity achieved by a select group
of specialty chemical companies as monitored by
the Corporation.
(b) Earnings Per Share ("EPS") Objective
This objective shall be the achievement by the
Corporation of cumulative earnings per share for
the Performance Period of not less than $3.06 per
common share.
The following table shows by way of example the
cumulative earnings per share which will be
realized by the Corporation if the earnings per
share increase annually during the Performance
Period at rates of ten, thirteen and fifteen
percent from the 1995 base of $.84 per share and
the Award associated with cumulative earnings per
share at each of those levels:
Threshold Award Target Award Maximum Award
Cumulative EPS $3.06 $3.22 $3.36
Award Earned
The actual Award, if any, earned by the Executive shall be
based upon the actual cumulative earnings per share achieved by
the Corporation during the Performance Period, and except in the
event that cumulative earnings per share for the Performance
Period are equal to the amounts shown in the above table, shall
be determined by interpolation from the values shown in the
table.
4. Termination of Employment During Performance Period
(a) If the Executive's employment with the Corporation
terminates during the Performance Period because
of death, disability, retirement or a Change in
Control, the Executive Compensation Committee of
the Board of Directors of the Corporation (the
"Committee") may, in its sole discretion, make a
pro rata Award to the Executive.
(b) In the event that the Executive's employment with
the Corporation terminates during the Performance
Period for any reason other than death,
disability, retirement or a Change in Control, the
Executive shall not be entitled to receive any
Award for the Performance Period.
5. After the date of any Award to the Executive hereunder,
and prior to the transfer to the Executive of all of
the shares of the Corporation comprising the Award, the
Executive shall have the right to instruct the Trustee
of the Crompton & Xxxxxxx Corporation Long Term
Incentive Plan Trust as to the voting of such number of
shares of the Corporation comprising the Award as are
held by the Trustee, together with any other shares
held by the Trustee in any account which may be
established by the Trustee on or after the date of the
Award in the name of the Executive.
6. The Executive shall be paid, at the time any shares
earned by him are transferred to him, such sum of money
or, at the sole discretion of the Corporation, such
additional shares or other property, as shall be equal
to the Executive's pro rata share of the Trust earnings
to the date of and attributable to such payment, but
less such cash or shares, if any, as the Corporation
shall in its sole discretion determine are required to
be withheld to pay taxes due on the cash or shares then
being transferred to the Executive. The Executive
shall have the right to defer any portion of the earned
Award.
7. Any Award made to the Executive hereunder shall vest in
the Executive and the Executive shall be entitled to
receive the Award only as follows:
25% on December 31, 1998
25% on December 31, 1999
25% on December 31, 2000
25% on Retirement of the Executive
Notwithstanding any other provision of this Section 7, upon
the termination of the Executive's employment with the
Corporation on or after December 31, 1998, due to death,
disability, retirement or a Change in Control, any Award
theretofore earned by the Executive hereunder shall
immediately become fully vested in him. Termination of the
Executive's employment with the Corporation on or after
December 31, 1998, for any reason other than those specified
in the preceding sentence shall cause the forfeiture of any
portion of an Award not vested prior to the date of such
termination of employment.
8. This Agreement does not alter the "at will" nature of
the Executive's employment with the Corporation, which
employment may be terminated at any time by the
Executive or the Corporation.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
CROMPTON & XXXXXXX CORPORATION
By:_______________________
_______________________
Executive
