UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2017

 

 

LYONDELLBASELL INDUSTRIES N.V.

(Exact Name of Registrant as Specified in Charter)

 

 

 

The Netherlands   001-34726   98-0646235

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1221 McKinney St.

Suite 300

Houston, Texas

USA 77010

 

4 th Floor, One Vine Street

London

W1J0AH

The United Kingdom

 

Delftseplein 27E

3013 AA Rotterdam

The Netherlands

(Addresses of principal executive offices)    

 

(713) 309-7200   +44 (0)207 220 2600   +31 (0)10 275 5500
(Registrant’s telephone numbers, including area codes)

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2017, LyondellBasell Industries N.V. (the “Company”) and its wholly-owned subsidiary, Lyondell Chemical Company, entered into an amendment (the “Amendment”) to the Employment Agreement of Bhavesh V. (“Bob”) Patel, the Company’s Chief Executive Officer.

The Amendment extends the term of the Employment Agreement to December 31, 2018 and provides that the Employment Agreement will automatically renew for one-year periods thereafter, unless earlier terminated by either party.

The Amendment also increases the minimum base salary, target annual bonus (as a percentage of base salary) and target long-term incentive (“LTI”) award values to which Mr. Patel is entitled. Specifically, Mr. Patel’s minimum base salary is now $1,500,000, his minimum target bonus is 160% of his base salary and his minimum target LTI award value is 750% of his base salary. The base salary increase is effective as of January 1, 2017 and the bonus and LTI award values are effective for his 2017 awards.

Finally, the Amendment increases the amount of compensation Mr. Patel will be entitled to in the event of a termination of his employment by the Company without cause or by Mr. Patel for good reason to 1.5 times his base salary plus target annual bonus amount. In the event either of these termination events occurs within 12 months of a change in control, Mr. Patel will receive 2.5 times his base salary plus target annual bonus amount.

This summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number
   Description
10.1    Amendment to Employment Agreement between the Company, Lyondell Chemical Company and Bhavesh V. Patel


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

      LYONDELLBASELL INDUSTRIES N.V.
Date: March 9, 2017     By:  

/s/ Jeffrey Kaplan

      Jeffrey A. Kaplan
      Executive Vice President


Exhibit Index

 

Exhibit
Number
   Description
10.1    Amendment to Employment Agreement between the Company, Lyondell Chemical Company and Bhavesh V. Patel.

Exhibit 10.1

Execution Version

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “ Amendment ”) is effective as of March 6, 2017 (the “ Amendment Effective Date ”), by and among Lyondell Chemical Company, a Delaware corporation (the “ Company ”), LyondellBasell Industries N.V., a public limited liability company formed under the laws of The Netherlands (the “ Parent Company ”), and Bhavesh (Bob) V. Patel (the “ Executive ” and, together with the Company and the Parent Company, the “ Parties ”).

W I T N E S S E T H :

WHEREAS , the Company and Executive entered into that certain Employment Agreement dated December 18, 2014 but effective as of January 12, 2015 (the “ Agreement ”);

WHEREAS , the Parties desire to amend the Agreement in the manner reflected herein;

WHEREAS , the Compensation Committee of the Supervisory Board of the Parent Company has approved the amendment of the Agreement in the manner reflected herein; and

NOW, THEREFORE , in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Amendment Effective Date:

1.      Term of Employment. Section 1 of the Agreement is hereby deleted and replaced in its entirety with the following (with all capitalized terms having the meaning originally ascribed thereto in the Agreement):

“1. Term of Employment .

(a) The Company agrees to employ Executive, and Executive agrees to be employed by the Company, pursuant to the terms and conditions of this Agreement. The term of Executive’s employment by the Company pursuant to this Agreement shall commence as of the Effective Date of this Agreement and shall expire on December 31, 2018, subject to earlier termination in accordance with Section 4 hereof (the “ Initial Term ”).

(b)    Subject to earlier termination in accordance with Section 4 hereof, the term of Executive’s employment pursuant to the terms of this Agreement shall continue in accordance with the terms of this Agreement for additional one-year terms (each, a “ Renewal Term ”), after the Initial Term, unless either the Company or Executive provides written notice of termination to the other party at least 90 days (120 days for notice provided by Executive) before the commencement of a Renewal Term (“ Notice of Non-Renewal ”), in which case the term of employment shall terminate as of the 90th day (120 th day in the case of notice provided by Executive) immediately following the giving of such notice unless an earlier termination date is agreed to by the parties (the period during which Executive is employed hereunder is referred to as the “ Term ”).”


2.      Base Salary. Section 3(a) of the Agreement is amended to reflect a Base Salary at an annualized rate of $1,500,000, beginning on January 1, 2017.

3.      Annual Bonus. Section 3(b) of the Agreement is amended to reflect a target bonus amount of not less than 160% of Executive’s then current Base Salary.

4.      LTI Awards. Section 3(c)(i) of the Agreement is amended to reflect that Executive’s LTI Awards granted each fiscal year during the Term shall have an aggregate value of not less than 750% of the amount of Executive’s then current Base Salary, and shall otherwise be determined in accordance with the provisions of Section 3(c)(i) of the Agreement.

5.      Severance Multiples. Section 4(c)(ii) of the Agreement is hereby deleted and replaced in its entirety with the following (with all capitalized terms having the meaning originally ascribed thereto in the Agreement):

“(ii)    A lump sum severance payment in an amount equal to the sum of Executive’s then current annual Base Salary and Executive’s target Annual Bonus for the year of termination (the “ Annual Compensation Amount ”) multiplied by 1.50 (or in the event of an applicable termination of employment during a Protection Period (as defined below), a severance payment in the amount equal to 2.50 times the Annual Compensation Amount), payable on the 60th day following the Date of Termination;”

6.      Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.

7.      Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in this Amendment or the original Agreement shall include the terms contained in this Amendment.

[ Signatures begin on next page. ]

 

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Execution Version

The Parties have executed this Amendment to Employment Agreement effective as of the Amendment Effective Date.

 

LYONDELLBASELL INDUSTRIES N.V.
By:  

/s/ Jeffrey Kaplan

Name:   Jeffrey A. Kaplan
Title:   Executive Vice President and
  Chief Legal Officer
LYONDELL CHEMICAL COMPANY
By:  

/s/ Jeffrey Kaplan

Name:   Jeffrey A. Kaplan
Title:   Executive Vice President and
  Chief Legal Officer
EXECUTIVE

/s/ Bhavesh Patel

Bhavesh (Bob) V. Patel

 

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