LyondellBasell Industries N.V. (Form: 8-K, Received: 06/05/2018 06:09:50)

LYONDELLBASELL INDUSTRIES N.V.

Date: June 4, 2018

/s/ Jeffrey A. Kaplan

Jeffrey A. Kaplan

Executive Vice President

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): June 1, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

In connection with the transition from a dual board structure to a single, unitary board of directors (the “Board”) approved by shareholders and further described in Item 5.07 below, on June 1, 2018, LyondellBasell Industries N.V. (the “Company”) entered into a Second Amended and Restated Nomination Agreement (the “Nomination Agreement”) with AI International Chemicals S.à R.L., an affiliate of Access Industries. The Nomination Agreement amends and restates the Amended and Restated Nomination Agreement, dated as of March 10, 2015, between the parties, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 16, 2015, and reflects the Company’s revised board structure.

A copy of the Nomination Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated into this Item 1.01. The foregoing is a summary of the material terms of the Nomination Agreement and is qualified in its entirety by reference to the full text of the Nomination Agreement.

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

On June 4, 2018, Lyondell Chemical Company (“Lyondell Chemical”), a wholly owned subsidiary of the Company, entered into a reimbursement agreement with Stephen Doktycz, the Company’s Senior Vice President, Strategic Planning and Transactions (the “Reimbursement Agreement”).

In addition, Lyondell Chemical has entered into a settlement agreement with Dow Chemical Company (“Dow”), Mr. Doktycz’s former employer, pursuant to which Lyondell Chemical will pay Dow $1,100,000 (the “Settlement”) in settlement of certain claims asserted by Dow against Mr. Doktycz related to the clawback of equity compensation awards previously awarded to Mr. Doktycz by Dow (the “Settlement Agreement”).

The Reimbursement Agreement provides that, if Mr. Doktycz’s employment with Lyondell Chemical is terminated for “Cause”, or by resignation without “Good Reason” (as both terms are defined in the LyondellBasell Executive Severance Plan (the “Severance Plan”)), Mr. Doktycz will be required to repay to Lyondell Chemical 100% of the Settlement if the termination occurs prior to the first anniversary of Mr. Doktycz’s employment with the Company, 2/3 of the Settlement if the termination occurs on or after the first anniversary of employment and prior to the second anniversary, or 1/3 of the Settlement if the termination occurs on or after the second anniversary of employment and prior to the third anniversary.

Lyondell Chemical anticipates that payment of the Settlement will not constitute taxable income to Mr. Doktycz. However, if the Internal Revenue Service determines that the payment is taxable, the Reimbursement Agreement provides for Lyondell Chemical to make an additional “gross-up” payment to Mr. Doktycz. Any such gross-up payment will be subject to repayment obligations similar to those described above.

The Reimbursement Agreement also reaffirms Lyondell Chemical’s obligation to reimburse Mr. Doktycz for legal fees incurred in connection with claims by Dow, as set forth in the Good Leaver Undertaking and Defense Agreement dated January 20, 2017 previously entered into between Lyondell Chemical and Mr. Doktycz (the “Defense Agreement”) and requires repayment of legal fees along with any required repayment of the Settlement.

This summary of the Reimbursement Agreement, the Settlement Agreement, and the Defense Agreement is not complete and is qualified in its entirety by reference to the Reimbursement Agreement, the Settlement Agreement and the Defense Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.2, 10.3, and 10.4, respectively, and are incorporated into this Item 5.02.

Item 5.03

Amendments to Articles of incorporation or Bylaws; Change in Fiscal Year.

As also discussed under Item 5.07 below, at its annual general meeting of shareholders held on June 1, 2018 (the “2018 Annual Meeting”), the Company’s shareholders approved amendments to the Company’s articles of association. The amended articles of association were filed with the Dutch trade register on and effective as of June 1, 2018. A summary of the material amendments to the articles of association is included in the Company’s definitive proxy statement, filed on April 11, 2018, and qualified in its entirety by reference to the full text of the amended articles of association, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2018 Annual Meeting held on June 1, 2018, shareholders representing 342,310,351 shares of the Company, or approximately 87.4% of shares entitled to vote at the meeting, were present in person or by proxy. The Company’s shareholders voted on and approved each of the matters set forth below.

Proposal 1

The adoption of amendments to the Company’s articles of association to (i) provide for a single, unitary board of directors, (ii) reflect the shareholders’ annual appointment of directors to the Board, (iii) conform with changes in Dutch law and (iv) make certain other minor wording changes was approved based on the following votes:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
311,879,587	833,352	151,476	29,445,936

Proposal 2

The election of (i) 12 directors to serve as members of the Board until the annual meeting of shareholders in 2019 and (ii) 11 directors to serve as members of the Supervisory Board until formal implementation of the Board was approved based on the following votes:


	FOR		AGAINST		WITHHOLD		BROKER NON-VOTES
Bhavesh (Bob) Patel		312,257,389		300,662		306,364		29,445,936
Robert Gwin		309,392,555		363,260		3,108,600		29,445,936
Jacques Aigrain		311,060,528		1,693,477		110,410		29,445,936
Lincoln Benet		238,984,593		72,499,689		1,380,133		29,445,936
Jagjeet Bindra		312,459,177		289,067		116,171		29,445,936
Robin Buchanan		238,928,499		72,555,521		1,380,395		29,445,936
Stephen Cooper		312,091,542		464,364		308,509		29,445,936
Nance K. Dicciani		311,081,807		1,668,652		113,956		29,445,936
Claire Farley		310,927,414		1,824,531		112,470		29,445,936
Isabella Goren		311,876,720		687,499		300,196		29,445,936
Bruce Smith		312,343,701		405,809		114,905		29,445,936
Rudy van der Meer		312,267,982		480,854		115,579		29,445,936

Proposal 3

The election of 5 directors to serve as members of the Management Board until formal implementation of the Board was approved based on the following votes:


	FOR	AGAINST	WITHHOLD	BROKER NON-VOTES
Bhavesh (Bob) Patel	312,478,688	266,249	119,478	29,445,936
Thomas Aebischer	312,484,724	259,741	119,950	29,445,936
Daniel Coombs	312,491,845	255,198	117,372	29,445,936
Jeffrey Kaplan	312,477,639	268,406	118,370	29,445,936
James Guilfoyle	312,482,570	261,363	120,482	29,445,936

Proposal 4

The adoption of the Company’s Dutch statutory annual accounts for the year ended December 31, 2017 (the “2017 Annual Accounts”) was approved based on the following votes:


FOR	AGAINST	ABSTAIN
340,685,987	130,142	1,494,222

Proposal 5

The discharge from liability of members of the Management Board was approved based on the following votes:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
311,372,151	421,445	1,070,819	29,445,936

Proposal 6

The discharge from liability of members of the Supervisory Board was approved based on the following votes:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
311,343,406	453,326	1,067,683	29,445,936

Proposal 7

The appointment of PricewaterhouseCoopers N.V. as the auditor of the Company’s Dutch statutory annual accounts for the year ending December 31, 2018 was approved based on the following votes:


FOR	AGAINST	ABSTAIN
340,716,283	1,273,013	321,055

Proposal 8

The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was approved based on the following votes:


FOR	AGAINST	ABSTAIN
340,319,896	1,668,003	322,452

Proposal 9

The ratification and approval of the dividends paid in respect of the 2017 Annual Accounts was approved based on the following votes:


FOR	AGAINST	ABSTAIN
342,084,726	67,558	158,067

Proposal 10

An advisory resolution approving the compensation of the Company’s Named Executive Officers was approved based on the following votes:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
299,060,702	13,252,864	550,849	29,445,936

Proposal 11

The approval of the authority of the Management Board or the Board, as applicable, to repurchase up to 10% of the Company’s issued share capital until December 1, 2019 was approved based on the following votes:


FOR	AGAINST	ABSTAIN
341,184,526	524,931	600,894

Proposal 12

The cancellation of all or a portion of shares held or repurchased into the Company’s treasury account, as determined by the Management Board or Board, was approved based on the following votes:


FOR	AGAINST	ABSTAIN
341,965,485	205,296	139,570

Proposal 13

The amendment and extension of the Company’s Employee Stock Purchase Plan was approved based on the following votes:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
312,077,721	693,494	93,200	29,445,936

Item 8.01

Other Events.

Appointment of Vice Chair

Effective as of his re-election by shareholders at the 2018 Annual Meeting and as part of the Board’s succession planning process, Jacques Aigrain has been appointed as Non-Executive Vice Chair of the Board. In this role, Mr. Aigrain will provide assistance and support to the Chair of the Board in performing his duties and responsibilities; chair meetings of the Board or shareholders in the event that the Chair of the Board is absent or prevented from acting; and perform such other duties as may be delegated by the non-executive members of the Board from time to time.

Authorization of Share Repurchases and Cancellation of Treasury Shares

On June 1, 2018, the Company announced that its shareholders have approved a new share repurchase program authorizing the Company to repurchase up to 10% of the Company’s issued share capital as of the date of the 2018 Annual Meeting over the next 18 months. The repurchases will be executed from time to time through open market or privately negotiated transactions, and the amount and timing of future share repurchases will depend on, and be subject to, market conditions, general economic conditions, applicable legal requirements and other corporate considerations. The share repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.

Also effective as of June 1, 2018, the Management Board and Supervisory Board have approved the cancellation of 95% of shares held in the Company’s treasury account as of the date of the 2018 Annual Meeting, or approximately 178.2 million shares. The Company will follow the procedure set forth under Dutch law for the cancellation of treasury shares, including the publication of notices in the Dutch trade registry and a Dutch daily newspaper. The cancellation will become effective only following the conclusion of a two-month creditor opposition period and contingent upon the resolution of any objections that may be raised.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits



3.1		Articles of Association of LyondellBasell Industries N.V., as amended June 1, 2018

10.1		Second Amended and Restated Nomination Agreement, dated June 1, 2018, between AI International Chemicals S.à R.L. and LyondellBasell Industries N.V.

10.2		Reimbursement Agreement, dated June 4, 2018, between Stephen Doktycz and Lyondell Chemical Company

10.3		Settlement Agreement, dated June 4, 2018, among The Dow Chemical Company, Lyondell Chemical Company, and Stephen Doktycz

10.4		Good Leaver Undertaking and Defense Agreement, dated January 20, 2017, between Lyondell Chemical Company and Stephen Doktycz

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.

Exhibit 3.1

Informal translation in the English language of the substance of the draft articles of association of LyondellBasell Industries N.V. in the Dutch language. In this translation an attempt has been made to be as literal as possible, without jeopardizing the overall continuity. Inevitably, differences may occur in the translation, and if so, the Dutch text will govern.

AMENDMENT TO THE ARTICLES OF ASSOCIATION OF

LYONDELLBASELL INDUSTRIES N.V.

(effective June 1, 2018)

ARTICLES OF ASSOCIATION

CHAPTER I DEFINITIONS

1.	DEFINITIONS

1.1	In these articles of association the following expressions shall have the following meanings:

1.1.1

an “Accountant”: a register-accountant or other expert referred to in section 2:393 Dutch Civil Code (“DCC”), or an organisation within which such accountants cooperate;

1.1.2

the “Annual Accounts”: the balance sheet and the profit and loss account including the explanatory notes;

1.1.3

the “Board”: the board of directors ( bestuur ) of the Company;

1.1.4

the “CEO”: the Chief Executive Officer of the Company;

1.1.5

the “Company”: the company governed by these articles of association;

1.1.6

the “Distributable Part of the Shareholders’ Equity”: the part of the shareholders’ equity exceeding the issued share capital plus the reserves which must be maintained by law;

1.1.7

an “e-mail”: a legible and reproducible message sent by electronic means of communication; and

1.1.8

a “Liquidation”: the voluntary or involuntary liquidation, dissolution or winding up ( ontbinding ) of the Company.

1.2	In addition, unless the content requires otherwise, the expression “written” or “in writing” shall include messages sent by e-mail.

CHAPTER II NAME, SEAT, OBJECTS

2.	NAME, SEAT

2.1	The name of the Company is: LYONDELLBASELL INDUSTRIES N.V.

2.2	The seat ( statutaire zetel ) of the Company is in Rotterdam, The Netherlands.

2.3

Objects

The objects of the Company are:

(a)	to incorporate, to participate in any manner whatsoever, to manage, to supervise, to cooperate with, to acquire, to maintain, to dispose of, to transfer or to administer in any other manner whatsoever all sorts of participations and interests in businesses and companies;

(b)	to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities in the widest sense of the word;

(c)	to grant guarantees and to grant securities over the assets of the Company for the benefit of companies and enterprises with which the Company forms a group and for the benefit of third parties;

(d)	to acquire, to administer, to operate, to encumber, to dispose of and to transfer moveable assets and real property and any right to or interest therein;

(e)	to advise and to render services to enterprises of any nature;

(f)	to carry out all sorts of industrial, financial and commercial activities, including manufacturing, the import, export, purchase, sale, distribution and marketing of products and raw materials;

and all matters associated with the foregoing, related or conducive thereto, with the objects to be given their most expansive interpretation.

CHAPTER III CAPITAL AND SHARES

3.	AUTHORISED CAPITAL

3.1	The authorised capital amounts to fifty-one million euro (EUR 51,000,000.00) and is divided into one billion two hundred seventy-five million (1,275,000,000) ordinary shares of four eurocent (EUR 0.04) each.

3.2	The ordinary shares shall be numbered consecutively from 1 onwards.

3.3	Any amounts paid up on shares of any class in excess of the nominal value of such shares shall be added to the general share premium reserve attached to all issued ordinary shares.

CHAPTER IV ISSUE OF SHARES, COMPANY SHARES, CAPITAL REDUCTION

4.	ISSUE OF SHARES, BODY OF THE COMPANY AUTHORISED TO ISSUE SHARES

4.1

Shares are issued pursuant to a resolution of the Board if the Board has been authorised to do so by resolution of the general meeting of shareholders for a specific period with due observance of applicable statutory provisions. This resolution of the general meeting of shareholders must state how many shares may be issued. The authorisation may be extended for specific consecutive periods with due observance of applicable statutory provisions. Unless otherwise stipulated at its grant, the authorisation may not be withdrawn.

4.2	If and insofar as the Board is not authorised as referred to in article 4.1, the general meeting of shareholders may resolve to issue shares on a proposal of the Board.

4.3	Articles 4.1 and 4.2 will be correspondingly applicable to the granting of rights to subscribe for shares but will not apply to the issue of shares to a party exercising a previously acquired right to subscribe for shares.

4.4	Subject to the provisions of section 2:80 DCC, the issue price may not be below par.

5.	PRE-EMPTIVE RIGHTS

5.1	In case of shares being issued, every holder of shares will hold a pre-emptive right in the proportion that the aggregate amount of his shares bears to the total amount of shares outstanding.

However, a holder of shares will not have a pre-emptive right to shares which are being issued against contribution other than in cash, to shares which will be issued to employees of the Company or of a group company and to shares which will be issued as a result of a legal merger or legal split-off.

5.2

The pre-emptive right may be restricted or excluded by a resolution of the Board if and insofar as the Board has been authorised to do so by the general meeting of shareholders for a specific period with due observance of applicable statutory provisions. This designation may be extended for specific consecutive periods with due observance of applicable statutory provisions. Unless otherwise stipulated at its grant, the authorisation may not be withdrawn.

5.3	If and insofar as the Board is not authorised as referred to in article 5.2, pre-emptive rights may be restricted or excluded by a resolution of the general meeting of shareholders on a proposal of the Board.

5.4

The resolutions of the general meeting of shareholders to restrict or exclude pre-emptive rights, or to authorise the Board as referred to in article 5.2, will require a majority of at least two thirds (2/3) of the votes cast in case less than one half (1/2) of the issued capital is represented at the general meeting of shareholders.

5.5	Subject to section 2:96a DCC, when adopting a resolution to issue shares, the general meeting of shareholders or the Board determines how and during which period these pre-emptive rights may be exercised.

5.6	In case of rights to subscribe for shares being granted, this article will be correspondingly applicable. Shareholders will not hold a pre-emptive right to shares which are being issued to a party who exercises an already previously acquired right to subscribe for shares.

6.	PAYMENTS ON SHARES

6.1	Upon subscription for a share the full nominal amount must be paid thereon, as well as in case the share is subscribed at a higher amount, the difference between said amounts, everything without prejudice to the provisions in section 2:80 paragraph 2 DCC.

6.2	Payment in foreign currency may only be made with permission of the Company.

6.3	If shares are to be paid in kind by the subscriber (or partly in cash and partly in kind), the Board may enter into such transaction on behalf of the Company without prior approval of the general meeting of shareholders.

7.	COMPANY SHARES

7.1	Acquisition by the Company of shares in its capital not paid up will be null and void. The Company may, without prejudice to the statutory provisions and those laid down in these articles of association, only acquire said company shares for consideration in case:

its equity capital, reduced by the price of acquisition, will not be lower than the paid and claimed part of its capital increased by the reserves which must be maintained by law, and

the nominal amount of the shares in its capital acquired, held or held in pledge by the Company, or those held by a subsidiary, will not exceed one–half of its issued capital.

Decisive for the validity of the acquisition will be the amount of the equity capital according to the last adopted balance sheet, reduced by the acquisition price for the shares in the capital of the Company, the amount of the loans referred to in section 2:98c paragraph 2 DCC and distributions to the charge of the profit or reserves to other parties for which the Company and its subsidiaries became liable after the date of the balance sheet. In case a financial year will have expired for longer than six (6) months without the Annual Accounts having been adopted, an acquisition in accordance with the present paragraph will not be permitted. If depository receipts for shares in the capital of the Company have been issued, such depository receipts shall be put on par with shares for the purpose of the foregoing.

7.2

Other than for no consideration, the Company may only acquire shares in case the general meeting of shareholders will have authorised the Board for that purpose. Said authorisation will only be valid for a period not exceeding eighteen (18) months. In the authorisation, the general meeting of shareholders shall determine how many shares thereof may be acquired, the manner in which they may be acquired and between what limits the price shall be. If depository receipts for shares in the capital of the Company have been issued, such depository receipts shall be put on par with shares for the purpose of the foregoing.

7.3

The authorisation will not be required for the acquisition of listed company shares by the Company or listed depository receipts thereof in order to transfer these to employees in the employ of the Company or of a legal entity with which it is associated in a group by virtue of an arrangement applicable to said employees.

7.4

In the general meeting of shareholders, no votes may be cast in respect of a company share held by the Company or a subsidiary company; no votes may be cast in respect of a share for which the depository receipt is held by the Company or a subsidiary company. Usufructuaries or pledgees of a company share held by the Company or a subsidiary company will not be excluded from voting rights if the right of usufruct or pledge was created before the Company or such subsidiary company held such share. The Company or a subsidiary company may not cast votes for shares on which it holds a right of usufruct or a right of pledge.

7.5

In the determination of the number of votes exercised in a general meeting of shareholders, to what extent shareholders are present or represented or to what extent the share capital has been provided ( verschaft ) or is represented ( vertegenwoordigd ), the shares for which no votes may be cast in compliance with the above will not be taken into account.

8.	CAPITAL REDUCTION

8.1	The general meeting of shareholders may pass a resolution for the reduction of the issued capital, however, exclusively on proposal of the Board:

by the cancellation of shares; or

by reducing the amount of the shares in an amendment of the articles of association, provided that as a result thereof the issued capital or the paid part thereof will not fall below the amount prescribed in section 2:67 DCC.

In said resolution, the shares to which the resolution relates shall be designated and the implementation of the resolution shall be arranged.

8.2	A resolution for cancellation may only relate to shares held by the Company itself or of which it holds the depositary receipts.

8.3	Reduction of the amount of the shares without repayment and without exemption from the liability for payment shall be made proportionately on all shares of the same class. The requirement of proportion may be deviated from with the consent of all shareholders concerned.

8.4

Partial repayment on shares or exemption from the liability for payment will only be possible by way of implementation of a resolution for reduction of the amount of the shares. Such a repayment or exemption shall be made proportionately on all shares. The requirement of proportion may be deviated from with the consent of all shareholders concerned.

8.5	A resolution for capital reduction will require a majority of at least two-thirds (2/3) of the votes cast in case less than one-half (1/2) of the issued capital is represented at the general meeting of shareholders.

8.6	The convening notice for a meeting in which a resolution as stated in the present article will be passed will state the object of the capital reduction and the manner of

implementation. In case the capital reduction will involve an amendment of the articles of association, those parties who have sent such a convening notice shall simultaneously deposit a copy of said proposal, containing the verbatim text of the proposed amendment, at the office of the Company as well as at an address to be mentioned in the convening notice, for perusal by every shareholder and holder of depository receipts of shares issued with the cooperation of the Company (hereinafter: “holder(s) of depository receipts”), until the end of the meeting.

8.7	The Company will deposit the resolutions referred to in the present article at the office of the trade register of the chamber of commerce and will announce the depositing in a nationally distributed daily newspaper.

8.8	On the proposal of the Board, the general meeting of shareholders may decide that a repayment on shares will either fully or partly be made not in cash but in participations in a company in which the Company participates either directly or indirectly.

9.	REGISTERED SHARES, SHARE CERTIFICATES, MISSING AND DAMAGED SHARE CERTIFICATES

9.1	The shares will be in registered form.

9.2

Upon written request by or on behalf of a shareholder, missing or damaged share certificates may be replaced by new share certificates bearing the same number, provided that the shareholder who has made such request, or the person making such request on his behalf, provides satisfactory evidence of his title and in so far as applicable, the loss of his share certificates to the Board, and further subject to such conditions as the Board may deem appropriate.

9.3	The issue of a new share certificate shall render the share certificate which its replaces invalid.

10.	SHAREHOLDERS’ REGISTER

A register will be kept at the office of the Company in accordance with the law.

The preceding sentence will not apply to the part of the register kept outside the Netherlands in order to comply with the legalisation applicable there or by virtue of any stock exchange regulations.

CHAPTER V TRANSFER OF SHARES, RIGHTS IN REM

11.	TRANSFER OF SHARES, LIMITED RIGHTS

The transfer of shares and the creation of limited rights on shares must be effected in accordance with the law.

CHAPTER VI MANAGEMENT OF THE COMPANY.

12.	THE BOARD.

12.1	The Company will be managed by the Board, consisting of executive Board members and non-executive Board members.

12.2

The number of members of the Board will be determined by the Board, provided that the Board shall at all times consist of at least nine (9) members, including at least one (1) executive Board member who will hold the title of CEO, and the number of non-executive Board members will at all times exceed the number of executive Board member(s) by at least one (1). Only individuals can be Board members.

12.3	The general meeting of shareholders will appoint the members of the Board, subject to article 12.4.

Subject to article 12.4, the appointment of a member of the Board shall take place by way of a binding nomination prepared by the Board. The general meeting of shareholders may render such nomination non-binding by means of a resolution adopted by at least two-thirds (2/3) of the valid votes cast, such two-third (2/3) majority representing more than one-half (1/2) of the issued capital. In case of such a vote, the general meeting of shareholders will be free in its selection and appointment of a Board member to fill the vacancy by means of a resolution adopted by at least two-thirds (2/3) of the valid votes cast, such two-third (2/3) majority representing more than one-half (1/2) of the issued capital. If the proportion of the share capital of at least one-half (1/2) as referred to in the preceding sentence is not represented at the meeting, then no new meeting may be convened without such proportion of the share capital being represented.

The general meeting of shareholders may with due observance of article 12.5 at any time suspend and dismiss one or more members of the Board.

The Board may at any time suspend one or more executive Board members.

12.4

Each member of the Board will be appointed for a term beginning on the day of his appointment and lapsing at the end of the next annual general meeting of shareholders. A member may be re-appointed with due observance of the preceding sentence. There is no limit to the number of times a Board member can be reappointed. The Board may draw up a retirement schedule for the members of the Board.

In case the number of members of the Board will be less than nine (9), the Board will remain competent, although a vacancy should be filled as soon as possible.

12.5

The general meeting of shareholders may only adopt a resolution to suspend or dismiss a member of the Board by means of a resolution adopted by at least two-thirds (2/3) of the valid votes cast, such two-third (2/3) majority representing more than half of the issued capital. If the proportion of the share capital of more than one-half (1/2) as referred to in the preceding sentence is not represented at the meeting, then no new meeting may be convened without such proportion of the share capital being represented.

12.6

If either the general meeting of shareholders or the Board has suspended a member of the Board or executive Board member, respectively, the general meeting of shareholders shall within three (3) months after the suspension has taken effect resolve either to dismiss such member of the Board, or to terminate or continue the suspension, failing which the suspension shall lapse.

A resolution to continue the suspension may be adopted only once and in such event the suspension may be continued for a maximum period of three (3) months commencing on the day the general meeting of shareholders has adopted the resolution to continue suspension. If within the period of continued suspension the general meeting of shareholders has not resolved either to dismiss such member of the Board or to terminate the suspension, the suspension shall lapse.

12.7	A member of the Board shall in the event of a dismissal or suspension be given the opportunity to account for his actions at the general meeting of shareholders and to be assisted by an adviser.

12.8

On the basis of a remuneration policy determined by the general meeting of shareholders, the Board shall determine the remuneration and other terms of employment for the executive Board member(s), provided that the executive Board member(s) may not participate in the deliberations and decision-making process concerning the remuneration of the executive Board member(s). With regard to arrangements concerning remuneration in the form of shares or share options, the Board shall submit a proposal to the general meeting of shareholders for its approval. This proposal must, at a minimum, state the number of shares or share options that may be granted to the executive Board member(s) and the criteria that apply to the granting of such shares or share options or the alteration of such arrangements.

12.9

Each non-executive Board member shall be paid a fee at such rate as may from time to time be determined by the Board, provided that the aggregate of all fees paid per annum to any individual non-executive Board member shall not exceed $2 million, unless otherwise decided by the general meeting of shareholders.

13.	DUTIES AND POWERS

13.1

The Board will be charged with the management of the Company. The Board may divide its duties, powers and authorities between the non-executive Board members and the executive Board member(s), provided that the executive Board member(s) will be charged with the management of the day to day affairs of the Company and the non-executive Board members will be charged with supervising the executive Board member(s) and the general course of affairs of the Company and its associated enterprise. The executive Board member(s) will timely provide the non-executive Board members with the data necessary for the performance of their duties.

13.2

The Board may draw up regulations in which its internal matters will be arranged. The regulations may elaborate on the division of tasks referred to in article 13.1. Members of the Board may adopt legally valid resolutions with respect to matters that fall within the scope of the duties delegated to them in these regulations or otherwise delegated to them by the Board in writing.

13.3

The Board may establish such committees as it may deem necessary which committees may consist of one or more members of the Board. The Board appoints the members of each committee and determines the tasks of each committee. The Board may at any time change the duties and the composition of each committee.

13.4

Without prejudice to any other applicable provisions of these articles of association, the Board shall require the approval of the general meeting of shareholders for resolutions of the Board regarding a significant change in the identity or nature of the Company or its associated enterprise, including in any event:

the transfer of the entire enterprise or practically the entire enterprise of the Company to a third party, whether by acquisition, business merger, consolidation, sale of all or substantially all assets of the Company and its consolidated subsidiaries taken as a whole;

concluding or cancelling any long-lasting co-operation by the Company or a subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such co-operation or the cancellation thereof is of essential importance to the Company;

acquiring or disposing of a participating interest in the capital of a company with a value of at least one-third (1/3) of the sum of the assets according to the consolidated balance sheet with explanatory notes thereto according to the last adopted Annual Accounts of the Company, by the Company or a subsidiary.

13.5	Without prejudice to the other relevant provisions of these articles of association the Board may adopt resolutions pursuant to which clearly specified resolutions of the executive Board member(s) shall also require its approval.

13.6	The lacking of the approval of the Board as mentioned in paragraphs 13.4 and 13.5 may not be invoked by or against third parties.

14.	REPRESENTATION

14.1	The Company shall be represented by the Board or any executive Board member acting individually.

14.2

The executive Board member(s) may appoint representatives with full or limited authority to represent the Company, acting either individually or jointly with one or more other persons. Each of those representatives shall represent the Company with due observance of those limits. The Board will determine their title.

15.	VACANCY OR INABILITY TO ACT OF BOARD MEMBERS

15.1

If the seat of an executive Board member is vacant or upon the inability to act of an executive Board member, the remaining executive Board member(s) shall temporarily be entrusted with the executive management of the Company; provided that the Board may provide for a temporary replacement. If the seats of all executive Board members are vacant or upon the inability to act of all executive Board members or the sole executive

Board member, as the case may be, the day-to-day management of the Company shall temporarily be entrusted to the non-executive Board members, provided that the Board may provide for temporary replacements.

15.2

If the seat of a non-executive Board member is vacant or upon the inability to act of a non-executive Board member, the remaining non-executive Board member(s) shall temporarily be entrusted with the performance of the duties and the exercise of the authorities of that non-executive Board member; provided that the Board may provide for a temporary replacement. If the seats of all non-executive Board members are vacant or upon the inability to act of all non-executive Board members, the general meeting of shareholders shall be authorised to temporarily entrust the performance of the duties and the exercise of the authorities of non-executive Board members to one or more other individuals.

16.	MEETINGS OF THE BOARD, DECISION MAKING PROCESS

16.1	The Board shall appoint a chairman and, if necessary, a vice chairman from among the non-executive Board members. The Board will designate a secretary and, if necessary, a deputy secretary whether or not from its number.

16.2	The Board will hold a meeting whenever deemed desirable by the chairman or the majority of the members of the Board. A member of the Board may have himself represented at a meeting by one other member of the Board authorised in writing.

16.3	The Board shall include the division of duties within, and the procedure of, the Board and its committees in a set of rules. The Board and its members shall be bound to fully observe the provisions of such rules in all their actions and decision making. Such rules can only be amended by the Board.

16.4	The Board will pass its resolutions by an absolute majority of the votes validly cast.

A member of the Board shall not participate in the determinations and decision-making process regarding a subject if he has a direct or indirect personal conflict of interest with the Company. If as a result thereof no resolution can be adopted, resolutions shall be adopted by the general meeting.

Abstentions will be regarded as votes not cast.

In case of a voting tie on matters, the proposal will have been rejected.

In case of a voting tie on matters relating to persons (including nominations and appointments), the resolution will be postponed until the next following meeting. In case there will again be an equality of votes, no resolution will be passed.

16.5	The passing of resolutions will require a majority of the members of the Board, or of the non-executive Board members, if applicable, holding office being present or represented at that meeting.

16.6	Minutes of the proceedings at the meetings will be kept by the secretary of the Board. The minutes will be confirmed and signed by the persons who will have acted as chairman and secretary at the meeting.

16.7

The Board may also pass resolutions without a meeting being held, provided (i) the proposal concerned has been dispatched to the home address or to a previously stated other address of all members of the Board by letter, facsimile or e-mail, (ii) none of them has opposed said manner of passing resolutions and (iii) the majority of the Board holding office and entitled to approve the proposals concerned has declared to favour such proposals by letter, facsimile or e-mail.

The secretary will draw up a report of a resolution thus passed whilst adding the incoming replies, which report will be added to the minutes after having been co-signed by the chairman.

16.8	A member of the Board shall disclose to the other members of the Board, and shall not take part in deliberations or decision-making on, a subject or transaction in relation to which he or she has a conflict of interest with the Company.

CHAPTER VIII GENERAL MEETING OF SHAREHOLDERS, MEETINGS OF HOLDERS OF A CERTAIN CLASS OF SHARES

17.	ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

17.1	Annually a general meeting of shareholders will be held, at which inter alia the following items will be considered:

the adoption of the Annual Accounts and – with due observance of the provisions of article 21 – the allocation of profits;

the proposal regarding the discharge from liability to members of the Board for their management in the last financial year;

if applicable, the proposal to pay dividends; and

other proposals raised for consideration by the Board.

17.2	The annual general meeting of shareholders will at the latest be held in the month of June.

17.3	Other general meetings of shareholders will be held whenever the Board will pass a resolution to convene such a meeting.

17.4	The shareholders as well as the holders of depository receipts will be called to attend a general meeting of shareholders by or on behalf of the Board by electronic means.

17.5	The convening notice for a general meeting of shareholders will be given no less than 15 days before the meeting, or such other time as required by law.

17.6	The convening notice will state the subjects to be discussed and/or resolved upon as well as all other information prescribed by law and/or these articles of association .

17.7

One or more shareholders or holders of depository receipts representing solely or jointly at least one/hundredth (1/100) part of the issued share capital or, if and as long as the shares of the Company are admitted to trading on a market in financial instruments as referred to in article 1:1 of the Financial Supervision Act ( Wet financieel toezicht ), whose shares represent a value of fifty million euro (EUR 50,000,000.00) or more can request the Board to place a matter on the agenda, provided that the Company has received such request at least sixty (60) days prior to the date of the general meeting of shareholders concerned.

17.8

One or more shareholders or holders of depository receipts representing solely or jointly at least one-tenth (1/10) part of the issued share capital can request the Board to convene a general meeting of shareholders. The Board shall publish a convening notice for such a general meeting of shareholders within four (4) weeks of receipt from such shareholders of a specified agenda for such general meeting of shareholders and, in the sole discretion of the Board, compelling evidence of the number of shares held by such shareholder or shareholders respectively the number of depository receipts held by such holder of depository receipts or holders of depository receipts.

17.9	No valid resolutions can be adopted at a general meeting of shareholders in respect of items which are not included in the agenda.

17.10

The Board shall provide the general meeting of shareholders with all requested information, unless this would be contrary to an overriding interest of the Company. If the Board invokes an overriding interest, it must give reasons therefore.

The Board shall inform the general meeting of shareholders by means of explanatory notes to the agenda of all facts and circumstances relevant to the proposals on the agenda. These explanatory notes to the agenda shall be put on the Company’s website.

17.11

Every pledgee and usufructuary holding voting rights on the relevant shares, will hold the rights accrued by law to holders of depository receipts.

18.	PLACE OF MEETING, CONVENING NOTICE

18.1	The general meeting of shareholders will be held in Rotterdam, Amsterdam or Haarlemmermeer (Schiphol Airport).

18.2	All convening notices for said meetings will be announced on the website of the Company, directly and permanently accessible until after the meeting.

19.	CHAIRMANSHIP, MINUTES, RIGHTS TO ATTEND MEETINGS, DECISION-TAKING PROCESS

19.1	The chairman of the Board will act as chairman of the general meeting of shareholders or, in case of his absence, one of the other Board members to be designated by the Board. In case no Board member will be present, the general meeting of shareholders itself will designate its presidium.

19.2	Minutes of the meetings will be kept at each meeting by the secretary of the Board or, in case of his or her absence, by the deputy secretary of the Board, in case he will have been

designated, which minutes will be confirmed and signed by the chairman and the secretary or deputy secretary, as applicable, unless, at the request of the parties having convened the meetings, an official record will be drawn up by a civil law notary to be designated by them, in which case said official record need only be signed by the civil law notary and by the witnesses, if any.

The draft minutes of the general meeting of shareholders shall be made available, on request, to shareholders no later than three (3) months after the end of the meeting, after which the shareholders and the holders of depository receipts shall have the opportunity to react to the draft minutes in the following three months. The minutes shall then be adopted in the manner as described in the first sentence of this article 19.2.

If the notarial official record has been drawn up, the notarial official record shall be made available, on request, no later than three (3) months after the end of the general meeting of shareholders.

19.3

Every shareholder, pledgee and usufructuary (both provided they hold voting right on the relevant shares) will be competent, either personally or through an attorney authorised in writing, to attend the general meeting of shareholders, to address said meetings and to exercise the voting right. Every holder of a depositary receipt will be competent, either personally or through an attorney authorised in writing, to attend the general meeting of shareholders and to address the meeting. A warrant of attorney may be recorded in electronic form.

19.4

The Board may determine that attending and addressing the general meeting as well as participating in the deliberations and exercising the voting right may also take place by way of electronic means of communication. For that purpose it is required that the shareholders, pledgees, usufructuaries and holders of depository receipts or their attorneys authorised in writing can be identified and that they can simultaneously take note of the discussions at the meeting. The Board may set conditions for the use of electronic means of communication; these conditions shall be announced in the convening notice.

19.5

The provisions of paragraphs 3 and 4 of this article will be applicable to those persons who are a shareholder, usufructuary and pledgee (provided they hold the voting rights on the relevant shares) or a holder of a depository receipt as per the twenty-eighth (28th) day prior to the date of the meeting, such date hereinafter referred to as: the “record date”, and who have notified the Company in writing prior to the general meeting of shareholders of the intention to attend the general meeting of shareholders. The notification will state the name and the number of shares or depository receipts for which the applicant is entitled to attend the general meeting of shareholders. The provision on the notification to the Company will also apply to the attorney authorised in writing of an applicant.

19.6

The date mentioned in paragraph 5 of this article on which the notification of the intention to attend the general meeting of shareholders shall have been given at the latest, shall be determined by the Board and cannot be fixed earlier than at a time on the twenty-eighth (28th) day prior to the date of the general meeting of shareholders.

19.7

If the provisions of paragraph 5 of this article are not applicable, the holders of the depository receipts as well as usufructuaries and pledgees holding voting rights, in order to be able to exercise their rights to attend meetings, shall deposit documentary evidence of their rights at the office of the Company or at a place designated for this purpose in the convocation for the meeting not later than on the seventh (7th) day prior to the meeting.

19.8

Moreover, the person who wishes to exercise the right to vote and to attend the meeting, shall sign the attendance list prior to the meeting, stating his name, the name(s) of the person(s) for whom he acts as attorney, the number of shares he is representing and, as far as applicable, the number of votes he is able to cast.

19.9

Those who have been authorised in writing shall present their warrant of attorney at the general meeting of shareholders unless the shareholder, usufructuary or pledgee has sent the warrant of attorney by e-mail to the Company or a person designated for such purpose by the Company in accordance with the relevant procedure explained on the website of the Company. The Board may resolve that the warrants of attorney of holders of voting rights will be attached to the attendance list.

19.10

Every share will carry the right to cast one (1) vote.

19.11

All resolutions for which the law or the articles of association do not prescribe a larger majority will be passed by an absolute majority of the votes cast.

19.12

Abstentions will be regarded as votes not cast.

19.13

The opinion of the chairman expressed at the meeting that a resolution has been passed by the general meeting of shareholders will be decisive. The same will apply to the text of a resolution passed insofar as votes will have been cast on a proposal not laid down in writing. However, in case immediately after said opinion having been expressed, its correctness will be challenged, a new ballot will be held in case the majority of the parties entitled to vote and present at the meeting, or in case the original votes will not have been cast by poll or in writing, a party entitled to vote and present at the meeting will make the relative request. As a result of said new ballot, the legal consequences of the original vote will be cancelled.

19.14

A certificate signed by the chairman and the secretary of the general meeting of shareholders, confirming that the general meeting of shareholders has adopted a particular resolution, shall constitute evidence of such resolution vis-à-vis third parties.

CHAPTER IX ANNUAL ACCOUNTS, PROFIT

20.	FINANCIAL YEAR AND ANNUAL ACCOUNTS

20.1	The financial year of the Company will coincide with the calendar year.

20.2	Annually, within four (4) months after the end of the financial year of the Company, the Board will compile the Annual Accounts and a board report.

20.3

The Company will grant an Accountant the assignment to audit the Annual Accounts. The general meeting of shareholders will be competent to grant the assignment. In case it will not proceed to do so, the Board will be competent. The designation of an Accountant will not be restricted by any nomination whatsoever. The assignment of an Accountant may be withdrawn by the general meeting of shareholders or by the party by which it will have been granted, in each case in accordance with Dutch law. The Accountant will report to the Board with respect to his findings.

20.4

The general meeting of shareholders adopts the Annual Accounts. The Accountant may be questioned by the general meeting of shareholders in relation to its statement on the fairness of the Annual Accounts. The Accountant shall therefore be invited to attend this meeting and be entitled to address this meeting.

20.5	The Annual Accounts will be signed by all members of the Board. In case any signature(s) should be lacking, the reason thereof will be stated.

20.6	The Annual Accounts, the board report and the data to be added by virtue of section 2:392 paragraph 1 DCC, will be deposited at the office of the Company, for perusal by the shareholders as well as the holders of depositary receipts as of the date of the convening notice for the annual meeting.

Said shareholders and holders of depositary receipts may peruse the documents there and gratuitously obtain a copy thereof.

Furthermore, anyone else may inspect the documents referred to in the first sentence of the present paragraph, insofar as said documents shall be made public after adoption, and obtain a copy thereof at a price not exceeding cost.

20.7

The Annual Accounts shall be published within eight (8) days after having been adopted. It will be made public by depositing a full copy thereof in the Dutch language, or in case this will not have been drawn up, a copy in English, in accordance with section 2:394 DCC. The date of adoption shall be stated on the copy.

21.	APPROPRIATION OF PROFIT

21.1	To the charge of the profit, any such amounts will be allocated to reserves as will be fixed by the Board.

21.2

After the allocation to the reserves in accordance with the preceding paragraph, the general meeting of shareholders shall determine the allocation of the remaining profits. For the computation of the amount of profit to be distributed on each share, only the amount of the obligatory payments on the nominal amount of the shares shall be taken into account.

21.3	Distributions can only be made up to the amount of the Distributable Part of the Shareholders’ Equity.

21.4	Distributions will be made after adoption of the Annual Accounts evidencing these to be permissible.

21.5	The Board may pass a resolution for the distribution of an interim dividend or other interim distribution provided the requirement of paragraph 3 of this article will have been

fulfilled as will be evident from an interim specification of equity. Said specification will relate to the position of the equity at the earliest on the first day of the third month prior to the month in which the resolution for the distribution of an interim dividend will be announced. Said specification will be drawn up with due observance of the valuation methods deemed acceptable in society. The amounts to be reserved by virtue of the law will figure in the specification of equity. It will be signed by or on behalf of the Board or if the signature should be lacking, the reason thereof will be stated. The specification of equity will be deposited at the offices of the trade register of the chamber of commerce within eight (8) days after the date on which the resolution for distribution will be announced.

21.6	The Board will decide at what places and as of what dates dividends and other distribution on shares will be made payable.

21.7	The Company shall only pay dividends and other distributions (irrespective of their form) on shares to those in whose name the shares are registered on the date that such dividends or other distribution was declared. Such payment discharges the Company.

21.8	Dividends, not collected within five (5) years after the first day on which they became payable, will revert to the Company.

21.9	In case the profit and loss account in any year will show any loss that cannot be covered by the reserves or extinguished in any other manner, no profit will be distributed in a following year or in subsequent years until said loss has been covered by reserves or extinguished in any other manner.

21.10

On a proposal of the Board, the general meeting of shareholders may pass a resolution for distributions of profit – or also to the charge of a reserve susceptible to distribution in shares, in depository receipts thereof or in participations in a company in which the Company participates directly or indirectly.

CHAPTER X AMENDMENT TO THE ARTICLES OF ASSOCIATION, LIQUIDATION

22.	AMENDMENT TO THE ARTICLES OF ASSOCIATION. DISSOLUTION.

22.1	A resolution for the amendment of the articles of association or for dissolution of the Company may only be passed by the general meeting of shareholders on the proposal of the Board.

22.2	A resolution for the legal merger ( juridische fusie ) or legal demerger ( juridische splitsing ) of the Company may only be passed by the general meeting of shareholders on the proposal of the Board.

22.3

In case a proposal for amendment of the articles of association or dissolution of the Company will be made to the general meeting of shareholders, this shall invariably be stated in the actual convening notice for said meeting and – in case it will concern an amendment of the articles of association – a copy of the proposal, containing the verbatim text of the proposed amendment, shall simultaneously be deposited at the office of the Company for perusal by every shareholder and every holder of a depository receipt of a share issued with the cooperation of the Company, until the end of the meeting.

23.	LIQUIDATION

23.1	In case of a Liquidation of the Company, the executive Board member(s) will be charged with the liquidation of the affairs of the Company and the non-executive Board members will be charged with the supervision thereof, without prejudice to the provisions in section 2:23 paragraph 2 DCC.

23.2	During the Liquidation, the provisions of the articles of association will as much as possible continue to be effective.

The balance remaining after payment of all creditors of the Company will be distributed to the shareholders in proportion to each of their shareholdings.

CHAPTER XI INDEMNIFICATION BY THE COMPANY

24.	INDEMNIFICATION

The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”) by reason of the fact that he or she (or a person or entity for whom he or she) is or was a member of the Board or a member of a similar body of any direct or indirect subsidiary of the Company or is or was serving as an agent (as defined below) of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Company, unless and only to the extent that the court in which such action suit or proceeding was brought or any other court having appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court in which such action or proceeding was brought or such other court having appropriate jurisdiction shall deem proper.

The Company shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only, if the Proceeding (or part thereof) was authorised by the Board. For purposes of this article, an “agent” of the Company includes any person who is or was a Board member, officer, employee or other agent of the Company or is or was serving at the request of the Company as a supervisory board member, management board member, director, officer, employee or other agent of another company, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or other agent of a company which was a predecessor company of the Company or of another enterprise at the request of such predecessor company.

Expenses (including attorneys’ fees) incurred in defending a Proceeding may be paid by the Company in advance of the final disposition of such Proceeding upon a resolution of the Board with respect to the specific case; provided that the Company shall have received an undertaking by or on behalf of the person seeking to have his expenses paid to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Company in accordance with this article.

Exhibit 10.1

SECOND AMENDED AND

RESTATED NOMINATION

AGREEMENT

between

AI INTERNATIONAL CHEMICALS S.à R.L.

and

LYONDELLBASELL INDUSTRIES N.V.

In relation to the nomination of the

members of the Board of Directors

TABLE OF CONTENTS


1.	DEFINITIONS AND INTERPRETATION	2

2.	ARTICLES OF ASSOCIATION	3

3.	BOARD REGULATIONS	3

4.	BOARD NOMINATIONS	3

5.	BOARD COMMITTEES	4

6.	DURATION	5

7.	MISCELLANEOUS	5

SECOND AMENDED AND

RESTATED NOMINATION

AGREEMENT

THE UNDERSIGNED :

AI INTERNATIONAL CHEMICALS S.À R.L ., a société à responsabilité limitée or limited liability company organized under the laws of Luxembourg, with Registre de Commerce et des Sociétés (R.C.S.) identification number Luxembourg Bl44098 (and formerly known as “AI International Finance S.à r.l.”), c/o Citadel Administration SA, 15-17, avenue Gaston Diderich, L-1420 Luxembourg, hereinafter referred to as “ Investor ”;

LYONDELLBASELL INDUSTRIES N.V ., a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands with its corporate seat at Rotterdam, the Netherlands, and registered office at One Vine Street, W1J 0AH, London, United Kingdom, registered with the Chamber of Commerce with number 24473890, hereinafter referred to as “ LBI ” and together with Investor as “ Parties ”,

RECITALS

A.	The Investor, together with its Affiliates, directly or indirectly holds shares in the capital of LBI.

On the date hereof, the articles of association of LBI were amended, pursuant to which (i) LBI no longer has a dual board structure (consisting of both a management board and a supervisory board) and (ii) LBI now has a unitary board structure (consisting of a single board on which both executive and non-executive members serve as directors).

C.	The Nomination Agreement has been amended to reflect LBI’s adoption of a unitary board system and that, accordingly, the Investor’s nomination rights shall, going forward, relate to non-executive members of the Board (as defined herein).

D.	Pursuant to this Agreement, the Investor shall be entitled to nominate one, two or three (as the case may be) individuals to be appointed as non-executive members of the Board.

If at any time during the term of this Agreement the Investor becomes a Three Director Investor, then so long as the Investor remains a Three Director Investor, at least one non-executive member of the Board nominated by the Investor shall be entitled to serve on each Committee to the extent not prohibited by law or by any then applicable stock exchange rules or listing requirements and in accordance with Clause 5.1.

HEREBY AGREE AS FOLLOWS :


1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions
	Affiliate	with respect to any person, any other person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For purposes of this definition, the terms “control,” “controlling,” “controlled by” and “under common control with,” as used with respect to any person, means the possession, directly or indirectly, of the power to direct the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, with respect to the Investor, “Affiliate” shall include all investment funds managed or controlled by the Investor or the Investor’s Affiliates

	Agreement	this Nomination Agreement

	Articles	the Articles of Association of LBI as in effect from time to time

	Board	the board of directors of LBI, consisting of both executive and non-executive members

	Business Day	any day other than (a) a Saturday, (b) a Sunday, (c) any day on which commercial banks in New York, New York or The Netherlands are required or authorized to close by law or executive order and (d) the Friday after Thanksgiving

	Clause	a clause in this Agreement

	Committees	the committees of the Board (e.g., Audit, Compensation, Finance, Nominating and Governance, and Health, Safety, Environmental & Operations)

	Investor	has the meaning attributed in the heading of this Agreement

	LBI	has the meaning attributed in the heading of this Agreement

	One Director Investor	the Investor, if entitled to nominate one non-executive member of the Board pursuant to Clause 4.1 of this Agreement

	Outstanding Shares	the number of shares outstanding as defined under Dutch law and specifically not including shares that are held in treasury. The percentage ownership required for Investor to be a One, Two or Three Director Investor under this Agreement will be based solely on the outstanding shares and not the issued share capital

	Parties	has the meaning attributed in the heading of this Agreement


		Termination Date		has the meaning attributed in Clause 6.1

		Three Director Investor		the Investor, if entitled to nominate at least three non-executive members of the Board pursuant to Clause 4.3 of this Agreement

		Two Director Investor		the Investor, if entitled to nominate two non-executive members of the Board pursuant to Clause 4.2 of this Agreement

1.2

Interpretation

In this Agreement, unless the context dictates otherwise:

1.2.1

the masculine gender shall include the feminine and the neuter and vice versa;

1.2.2

references to a person shall include a reference to any individual, company, association, partnership or joint venture;

1.2.3

references to “include” and “including” shall be treated as references to “include without limitation” or “including without limitation”;

1.2.4

the headings are for identification only and shall not affect the interpretation of this Agreement;

1.2.5

references to “Clauses” and “paragraphs” are to clauses and paragraphs of this Agreement.

2.	ARTICLES OF ASSOCIATION

2.1

No amendment which adversely affects the nomination rights of the Investor set forth in Clause 4 and which has the effect of materially reducing the likelihood that the Investor’s nominee is elected to the Board, shall be made to the Articles without prior written approval of the Investor.

3.	BOARD REGULATIONS

3.1

LBI shall not take any action to cause the Board to make any amendment to the internal rules of procedure of the Board which adversely affects the nomination rights of the Investor set forth in Clause 4 and which has the effect of materially reducing the likelihood that the Investor’s nominee is elected to the Board without prior written approval of the Investor.

4.	BOARD NOMINATIONS

4.1

In the event the Investor, together with its Affiliates, holds directly or indirectly 5% or more, but less than 12%, of the Outstanding Shares of LBI, LBI shall use its reasonable best efforts to cause the Board to take all required action to make (a) the appointment by the Board in accordance with article 15.2 of the Articles and (b) the binding nomination by the Board in accordance with article 12.3 of the Articles for the appointment of non-executive members of the Board, each in such a way that at least one of the non-executive members of the Board shall be a person nominated by the Investor.

4.2

In the event the Investor, together with its Affiliates, holds directly or indirectly 12% or more, but less than 18%, of the Outstanding Shares of LBI, LBI shall use its reasonable best efforts to cause the Board to take all required action to make (a) the appointments by the Board in accordance with article 15.2 of the Articles and (b) the binding nominations by the Board in accordance with article 12.3 of the Articles for the appointment of non-executive members of the Board, each in such a way that at least two of the non-executive members of the Board shall be persons nominated by the Investor.

4.3

In the event the Investor, together with its Affiliates, holds directly or indirectly 18% or more of the Outstanding Shares of LBI, LBI shall use its reasonable best efforts to cause the Board to take all required action to make (a) the appointments by the Board in accordance with article 15.2 of the Articles and (b) the binding nominations by the Board in accordance with article 12.3 of the Articles for the appointment of non-executive members of the Board, each in such a way that at least three of the non-executive members of the Board shall be persons nominated by the Investor.

4.4

In the event that the Investor has become entitled to nominate one or more persons pursuant to Clause 4.1(a), 4.2(a) or 4.3(a), and no general meeting at which the appointment of such nominee(s) (notwithstanding an appointment of such nominee(s) by the Board pursuant to article 15.2 of the Articles) could be voted upon is scheduled to take place within 180 days after the right to nominate arises, the Investor may request LBI to convene a general meeting to allow for the appointment of such nominee within such period. If the Investor so requests, LBI shall use its reasonable best efforts to cause, at the shortest period of time reasonably possible, a general meeting to be convened at which the relevant nominee or nominees can be appointed pursuant to a binding nomination in accordance with article 12.3 of the Articles. Pending appointment at a general meeting to be convened pursuant to this Clause 4.4, any Investor nominee under this Nomination Agreement shall be entitled to attend all Board meetings and shall receive any such information, at the same time, as received by Board members.

4.5

If and when the Dutch Civil Code allows for the direct appointment of non-executive Board members onto the Board in a manner as provided for in Article 2:143 of the Civil Code for the supervisory board of a Dutch limited liability company ( naamloze vennootschap ) as of the date hereof, LBI shall, if requested in writing by the Investor, use its reasonable best efforts to cause the Board to take all reasonable actions that are necessary to amend the Articles to implement, to the extent allowed by law, a direct Board appointment mechanism for the appointment of non-executives to the Board, substantially similar to the provisions included in article 12.4 of the Articles as laid down in the deed of amendment of the Articles of 22 May 2013. The Parties shall then also amend this Agreement to reflect such direct appointment mechanism, in a manner substantially similar to the provisions of the nomination agreement between the Parties dated 10 March 2015.

5.	BOARD COMMITTEES

5.1

If at any time during the term of this Agreement the Investor is or becomes a Three Director Investor, then so long as the Investor remains a Three Director Investor, at least one non-executive member of the Board nominated by the Investor shall be entitled to serve on each Committee to the extent not prohibited by law or by any then applicable stock exchange rules or listing requirements. Each non-executive member of the Board nominated by the Investor to serve on any such Committee shall disclose any conflict of interest to the other members of such Committee and with respect to any matter in which such non-executive member has or reasonably could be expected to have a conflict of interest (as determined by the other members of such Committee or the other members of the Board in their sole discretion) the non-executive member shall be recused and not receive information or participate in discussions, deliberations, or decision-making processes related to such matter.

6.	DURATION

6.1

Except with respect to the provisions of this Agreement that expressly survive the Termination Date (defined below), this Agreement is entered into for an indefinite period of time and shall terminate as of the date on which the Investor, together with its Affiliates, holds directly or indirectly less than 5% of the Outstanding Shares of LBI (the “ Termination Date ”). Within three Business Days after the Termination Date the Investor shall notify LBI and, promptly following the written request of the Nominating and Governance Committee of the Board, shall cause the nominee or nominees of the Investor, as applicable, to execute and deliver a written resignation which shall be effective with respect to LBI and shall not permit any such nominee or nominees to revoke any such resignation.

7.	MISCELLANEOUS

7.1

Invalid Provisions

In the event that a provision of this Agreement is null and void or unenforceable (either in whole or in part), the remainder of this Agreement shall continue to be effective to the extent that, given this Agreement’s substance and purpose, such remainder is not inextricably related to the null and void or unenforceable provision. The Parties shall make every effort to reach agreement on a new clause whose effect differs as little as possible from the null and void or unenforceable provision, taking into account the substance and purpose of this Agreement.

7.2

Amendment

No amendment to this Agreement shall have any force or effect unless it is in writing and signed by both Parties.

7.3

Entire Agreement

This Agreement contains the entire agreement between the Parties with respect to the subject matter covered hereby and supersedes all earlier agreements and understandings, whether oral, written or otherwise, between the Parties.

7.4

No Implied Waiver; No Forfeit of Rights

Any waiver under this Agreement must be given by written notice to that effect.

If the Investor does not exercise any right under this Agreement, this shall not be deemed to constitute a forfeit of any such rights (rechtsverwerking).

7.5

No Rescission

To the extent permitted by law, the Parties hereby waive their rights under Articles 6:265 to 6:272 inclusive of the Civil Code to rescind (ontbinden), or demand in legal proceedings the total or partial rescission (ontbinding) of this Agreement or to nullify this Agreement because of error (dwaling).

7.6

Assignment

The Investor may assign this Agreement in whole but not in part to any of its Affiliates. Except for such assignments to Affiliates, the Investor may not transfer or assign this Agreement or any of its rights hereunder. Any transfer or assignment in violation of this Agreement shall be null and void and of no force and effect.

7.7

Resignation of Members for Cause

7.7.1

In the event that the Board resolves that a non-executive member of the Board should resign for Cause, such non-executive member shall and, in case such non-executive member is a nominee of the Investor, the Investor shall cause such non-executive member to, promptly execute and deliver an irrevocable resignation which shall be effective with respect to LBI.

7.7.2

For the purpose of this Clause 7.7, “Cause” shall mean in respect to any non-executive member of the Board: (A) indictment, conviction, guilty plea or plea of no lo contendere to, or confession of guilt of a felony or criminal act involving moral turpitude during such member’s term; (B) willful misconduct or gross negligence in the performance or intentional non-performance of member’s duties to LBI or any of its subsidiaries; (C) commission of a fraudulent or illegal act (including, without limitation, misappropriation, embezzlement or similar conduct) in respect of LBI or any of its Affiliates, customers or subsidiaries or (D) material breach of any LBI policy or any other misconduct that causes material harm to LBI, its Affiliates, customers or subsidiaries, or its or their respective business reputations.

7.8

Resignation of Director Nominees

Without prejudice to Clause 7.7, in the event that (i) a Three Director Investor becomes a Two Director Investor, (ii) a Three Director Investor becomes a One Director Investor, or (iii) a Two Director Investor becomes a One Director Investor (in each case, because such Investor, together with its Affiliates, ceases to hold directly or indirectly the requisite amount of the Outstanding Shares of LBI set forth in Clause 4 of this Agreement), such Investor shall notify LBI within three Business Days of such event and, promptly following the written request of the Nominating and Governance Committee of the Board, shall cause one or more of the nominees of the Investor, as applicable, to execute and deliver a resignation which shall be effective with respect to LBI on the date of such resignation and shall not permit any such nominee or nominees to revoke any such resignation.

7.9

Nomination of Additional Director Nominees

In the event that (i) a One Director Investor becomes a Two Director Investor, (ii) a One Director Investor becomes a Three Director Investor, (iii) a Two Director Investor becomes a Three Director Investor (in each case, because such Investor, together with its Affiliates, acquires directly or indirectly the requisite amount of the Outstanding Shares of LBI set forth in Clause 4 of this Agreement), or (iv) a nominee of the Investor on the Board resigns his position as non-executive member of the Board or otherwise terminates his non-executive membership on the Board, such Investor shall notify LBI within three Business Days of such event and, as soon as commercially practicable following the written request of the Investor, LBI shall use its reasonable best efforts to cause the Board to take all of the actions that are necessary to ensure that the Investor is able to nominate to the Board the number of non-executive members indicated in Clause 4 of this Agreement so that the relevant nominee is, or nominees are, appointed to the Board within the shortest possible period of time (including, for the avoidance of doubt, the increase of the number of Board members, the appointment of additional independent Board members to ensure compliance with applicable listing standards, and the appointment of the Investor’s nominee in accordance with Clause 7.11); provided , however , that the failure of such Investor to so notify LBI within three Business Days shall not affect such Investor’s rights to nominate persons for appointment as non-executive members of the Board pursuant to this Agreement. For the avoidance of doubt, if the appointment of the Investor’s nominee(s) pursuant to this Clause 7.9 would cause the Board to fail to have a majority of independent members under the applicable listing standards, the appointment of such Investor’s nominee(s) may be delayed for up to ninety (90) days in order to select and appoint a sufficient number of independent Board members so that, upon the appointment of such Investor nominee(s), the Board will be comprised of a majority of independent members.

7.10

Appointment Pending General Meeting of Shareholders

As soon as practicable after the date on which the right to nominate one or more members to the Board arises, the Investor shall submit to LBI all personal details LBI reasonably requires in connection with the appointment of a Board member. Following such submission, LBI shall use its reasonable best efforts to cause the Board to take all of the actions to appoint the relevant nominee or nominees as soon as practicable to the Board in accordance with the provisions of Article 2:134 (4) of the Civil Code and article 15.2 of the Articles, which appointment shall terminate on the date of the next general meeting of shareholders of LBI, on which date the relevant nominee or nominees shall be nominated for (re)appointment to the Board. If any Investor nominee, for any reason, is not appointed to the Board during a general meeting of the shareholders of LBI, the Investor shall as soon as practicable put forward another nominee who shall be appointed to the Board by the Board in accordance with the provisions of Article 2:134 (4) of the Civil Code and article 15.2 of the Articles, which appointment shall terminate on the date of the then following general meeting of shareholders of LBI, on which date an Investor nominee shall be nominated for appointment to the Board.

7.11

Calling General Meeting

In the event the Investor, together with its Affiliates, holds directly or indirectly 5% or more of the Outstanding Shares of LBI, the Investor can require the Board to call (and LBI shall use its reasonable best efforts to cause to occur) a general meeting of shareholders at the shortest practicable notice in the event the ability to appoint an additional member of the Board pursuant to Clauses 7.9 and 7.10 above would not be permitted pursuant to the provisions of Article 2:134 (4) of the Civil Code and article 15.2 of the Articles.

7.12

Choice of Law

This Agreement shall be exclusively governed by and construed in accordance with the laws of The Netherlands, without regard to any conflict of law rules under Dutch private international law.

7.13

Disputes

All disputes arising in connection with this Agreement shall be finally settled in accordance with the arbitration rules of The Netherlands Arbitration Institute (NAI). The arbitral tribunal shall be composed of three (3) arbitrators: one selected by LBI, one selected by the Investor and the third agreed upon by the first two selected arbitrators. The place of arbitration shall be Amsterdam. The arbitral procedures shall be conducted in the English language. Consolidation of the arbitral proceedings with other arbitral proceedings pending in The Netherlands, as provided in Article 1046 of The Netherlands Code of Civil Procedure, is excluded.

Signed on this 1st day of June 2018


LYONDELLBASELL INDUSTRIES N.V.



By:		/s/ Bhavesh V. Patel
Name:		Bhavesh V. Patel
Title:		Chief Executive Officer



AI INTERNATIONAL CHEMICALS S.à R.L.



By:		/s/ Alejandro Moreno
Name:		Alejandro Moreno
Title:		Class A Manager



By:		/s/ Dawn E. Shand
Name:		Dawn E. Shand
Title:		Class B Manager

Exhibit 10.2

REIMBURSEMENT AGREEMENT

Agreement, made June 4, 2018, between Stephen Doktycz (“ Executive ”) and Lyondell Chemical Company (the “ Company ”) (collectively, “the Parties ”).

RECITALS:

A.	Executive is currently employed as Senior Vice President, Strategic Planning and Transactions of the Company and its parent, LyondellBasell Industries N.V., pursuant to the terms of employment contained in an offer letter dated January 20, 2017 (the “ Offer Letter ”).

Executive and the Company also entered into a Good Leaver Undertaking and Defense Agreement, dated January 20, 2017 (the “ Defense Agreement ”) which provided for the Company to provide certain payments to Executive if a claim was asserted against him by Dow Chemical Company (“ Dow ”), his prior employer.

Dow has asserted a claim (the “ Clawback Claim ”) against Executive contending that Executive’s employment with the Company violated various noncompetition and other restrictive covenants between Dow and Executive. Dow seeks to clawback $2,400,000.00, the purported value of certain equity grants Dow made to Executive during his employment with Dow.

To avoid the distraction and expense of Executive’s defense of Dow’s claims, the Company has agreed to pay to Dow, on behalf of itself and Executive, the amount of $1,100,000.00 in full satisfaction of the Clawback Claim. The Company and Executive enter into this Agreement to set forth the terms of their agreement with respect to the Company’s settlement of the Clawback Claim.

THEREFORE, in consideration of the promises and mutual covenants set forth below and contained in the referenced agreements, the Parties, intending to be legally bound, agree as follows:

1. Reimbursement of Clawback Claim . The Company shall pay to Dow the amount of $1,100,000.00 in exchange for Dow’s release of the Company and of Doktycz from its Clawback Claim. The Company and Executive shall enter into an agreement with Dow providing that such payment is in full satisfaction of the Clawback Claim. Executive shall cooperate in the settlement of the Clawback Claim and shall execute such documents related to settlement of the Clawback Claim as the Company may reasonably require.

2. Legal Fees . The Company reaffirms its obligation to reimburse Executive for his reasonable legal fees incurred relating to the Clawback Claim as stated in the Defense Agreement.

3. Repayment Obligation .

If, prior to the third anniversary of Executive’s employment with the Company, the Company terminates Executive for Cause, or Executive voluntarily terminates his employment without Good Reason (as both such terms are defined in the LyondellBasell Executive Severance Plan (the “ Severance Plan ”)), Executive shall repay the amounts paid on his behalf or reimbursed to him, including the amounts set forth in both Sections 1 and 2, as follows:

•

If the termination occurs prior to the first anniversary of his employment with the Company, Executive will repay 100% of the actual amount paid by the Company.

•

If the termination occurs on or after the first anniversary, but prior to the second anniversary, of his employment with the Company, Executive will repay two-thirds (2/3) of the actual amount paid by the Company.

•

If the termination occurs on or after the second anniversary, but prior to the third anniversary, of his employment with the Company, Executive will repay one-third (1/3) of the actual amount paid by the Company.

By his execution of this Agreement, Executive expressly authorizes the Company to withhold any amount he owes the Company under this Section 3 from his pay or any other amount the Company owes him (including, without limitation, incentive compensation), to the maximum extent permitted by applicable law.

4. Treatment of Reimbursements . The parties intend and understand that all amounts paid by the Company under Sections 1 or 2, will not be included in Executive’s taxable income for federal income tax purposes, or his wages for purposes of the Federal Insurance Contributions Act, either as reimbursements under an accountable plan as defined in §62(a)(2)(A) of the Internal Revenue Code (the “ Code ”) and Treasury Regulation §1.62-2(c)(2), or as working condition fringes as defined in Code §132(d) and Treasury Regulation §1.132-5. The parties, and any third party, shall construe and administer this Agreement, to the fullest extent allowable under any applicable laws and regulations, accordingly.

Without limiting the foregoing, Executive shall provide to the Company, not later than sixty (60) days after any reimbursement is paid to Executive under Sections 1 or 2, any information the Company requests to enable the Company to identify the specific nature of each reimbursed expense. If, for any reason, the Company pays Executive an amount that exceeds the actual amount of the reimbursable expense, the Company shall notify Executive after which Executive shall repay such amount to the Company not more than one hundred twenty (120) days after the expense is incurred. If Executive notifies the Company within such one hundred twenty (120) day period that he expects to receive, within a reasonable period, a reimbursement for his own overpayment related to an expense reimbursed by the Company under Sections 1 or 2, and provides such documentation as reasonably requested by the Company, then the Company may, in its discretion, extend the repayment deadline to up to thirty (30) days after Executive receives reimbursement.

Notwithstanding the foregoing, if at any time Executive is subject to federal income tax or a FICA obligation by reason of the amounts described in Sections 1 or 2, the Company shall pay to Executive an additional gross-up amount such that the net amount paid to or on behalf of Executive after the payment of all applicable withholdings or taxes shall be equal to the amount that would have been paid had such payments not been subject to tax; provided that Executive

promptly notifies the Company of any audit of his personal tax return in the course of which the auditor raises the issue of whether such payments are taxable, and permits the Company to control the defense against the imposition of any such tax, at the Company’s expense. If Executive receives a gross-up payment pursuant to the preceding sentence, such payment shall be subject to repayment to the Company to the same extent as the payment made under Sections 1 or 2 that the gross-up relates to, except that Executive shall not be required to repay any amount paid as federal income or FICA taxes that the Executive cannot obtain a refund or other repayment of. If such federal income or FICA taxation is imposed after Executive has been required to repay any amount pursuant to Section 3, the amount of the gross-up payment shall be calculated only with respect to the portion of the reimbursement that Executive was not required to repay, and shall be further reduced by any amount Executive is required to repay pursuant to Section 3 but has not yet repaid.

5. Satisfaction . Executive acknowledges and agrees that the payments to be made by the Company pursuant to this Agreement fully satisfy the Company’s obligation to pay him an additional sign-on bonus in an amount of up to $150,000 pursuant to the fourth bullet point of the Offer Letter as well as the Company’s obligation in the Defense Agreement to pay Executive up to $300,000.00 to make up for any action by Dow to claw back any of his compensation, since the Company will fund the settlement of the Clawback Claim, as described above.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.


LYONDELL CHEMICAL COMPANY

By:	/s/ Darleen Caron	Date: June 4, 2018
	Darleen Caron
	Executive Vice President
	Chief Human Resources Officer

EXECUTIVE

/s/ Stephen Doktycz		Date: June 4, 2018
Stephen Doktycz

Exhibit 10.3

Settlement Agreement and Release

The Dow Chemical Company (“Dow”), Lyondell Chemical Company (“Lyondell”), and Stephen Doktycz (“Doktycz”) (collectively, “the Parties”) enter this Settlement Agreement (“Agreement”) on the 4th day of June, 2018 (the “Effective Date”).

1.	Background and Recitations.

Doktycz began working for Dow on or around December 12, 1989. As a condition of his employment with Dow, Doktycz agreed to certain noncompetition and confidentiality covenants, effective his first day of employment with Dow through the second anniversary of his termination of employment (the “Employment Agreement Covenants”).

While employed by Dow, Doktycz received incentive awards under The Dow Chemical Company 1988 Award and Option Plan and The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (the “Incentive Plans”). The awards granted to Doktycz under the Incentive Plans include clawback provisions under which Doktycz is purportedly obligated to comply with the awards’ restrictive covenants as a condition of receiving and keeping the awards. These restrictive covenants include a prohibition of accepting employment with a Dow competitor. In the event Doktycz violates any of the awards’ restrictive covenants, Dow purportedly may forfeit unpaid awards and require repayment of previously distributed awards with respect to Deferred Stock and Performance Awards received and Stock Options exercised within the three year period occurring before the date a restrictive covenant was violated.

Doktycz remained employed with Dow until he retired from Dow effective February 28, 2017. He began employment with Lyondell on March 1, 2017.

Understanding that a live dispute exists between Dow and Doktycz concerning the Incentive Plan’s restrictive covenants and Employment Agreement Covenants, the Parties wish to resolve the claims that Dow and Doktycz would bring against each other in the event of litigation, and any additional claims that may exist between any or all of the Parties other than claims specifically not released as set forth below in Section 4. The Parties make this Agreement to avoid the length, costs, uncertainness and consequences of any litigation between them. Further, the Parties deny all liability to each other.

2.	Consideration.

The consideration supporting this Agreement is as follows:

a. Lyondell and Doktycz agree to pay $1,100,000.00 to Dow within ten (10) days of the Effective Date by wire transfer in accordance with instructions provided by Dow. Dow will provide those instructions, via email to counsel for Doktycz, prior to the Effective Date of this Agreement. Doktycz further agrees to dismiss with prejudice, unless already dismissed as of the Effective Date, his Petition for Rule 202 Deposition, Cause No. 2017-47240, filed in the District Court of Harris County, Texas.

b. The releases by the Parties as set forth below.

c. The other promises and obligations articulated in this Agreement.

3.	Releases.

a. Other than the claims not released as set forth in Section 4 below, Dow ¹ releases Doktycz ² from any and all claims it has, or may have, against him, whether known or unknown, accrued or unaccrued arising out of Lyondell’s employment of Doktycz. Dow’s release includes all claims sounding in contract or tort, whether under the common law, or statutory, regardless of jurisdiction and venue, whether cognizable under state or federal law.

b. Other than the claims not released as set forth in Section 4 below, Doktycz releases Dow from any and all claims he has, or may have, against Dow, whether known or unknown, accrued or unaccrued. Doktycz’s release includes all claims sounding in contract or tort, whether under the common law, or statutory, regardless of jurisdiction and venue, whether cognizable under state or federal law.

c. Other than the claims not released as set forth in Section 4 below, Lyondell ³ and Dow release each other from any and all claims they have, or may have, against each other, whether known or unknown, accrued or unaccrued arising out of Lyondell’s employment of Doktycz. Their releases include all claims sounding in contract or tort, whether under the common law, or statutory, regardless of jurisdiction and venue, whether cognizable under state or federal law.

d. The Parties also release each other from all claims for costs, expenses, and attorneys’ fees.

4.	Claims Not Released.

a. Dow does not release any claims that may arise in its favor against Doktycz or Lyondell under this Agreement. It further does not release any claims under Section 1 of Doktycz’s Dow Employment Agreement, requiring Doktycz not to use or disclose any Dow Confidential Information, as redefined in this Agreement as “any Dow trade secret or confidential technical or confidential business information,” omitting the phrase “know how” as used in that Employment Agreement as redundant. Doktycz also reaffirms and represents that: (i) he did not take any documents, data or materials of any kind containing confidential or proprietary information belonging to Dow, (ii) he will not provide to Lyondell any proprietary or confidential information or trade secrets belonging to Dow, and (iii) he will not use any proprietary or confidential information or trade secrets belonging to Dow in the performance of his duties on behalf of Lyondell.

¹	For purposes of the released and not released claims, “Dow” includes its present and former predecessors, successors, assigns, related companies, parents, affiliates, subsidiaries, directors, officers, employees, representatives, agents, and administrators.

²	For purposes of the released and not released claims, “Doktycz” includes his heirs, executors, administrators, predecessors, successors, assigns, attorneys, attorneys in fact, legal representatives, and agents.

³	For purposes of the released and not released claims, “Lyondell” includes its present and former predecessors, successors, assigns, related companies, parents, affiliates, subsidiaries, directors, officers, employees, representatives, agents, and administrators

In the event Doktycz is required by any form of legal process, whether subpoena or other lawful order, whether from a court or a state or federal administrative agency, to disclose any Dow Confidential Information as defined above, he agrees that he will provide Dow with 14 days’ notice of such circumstances, or as much notice as practical under the circumstances. In such situation, Doktycz will cooperate with Dow, through his counsel and solely at Dow’s expense, including any reasonable fees for Doktycz’s counsel as well as any other reasonable expenses or costs to Doktycz, should it wish to attempt to protect the information from disclosure.

b. Dow does not release any claims that may arise in its favor against Doktycz under Section 5 of Doktycz’s Dow Employment Agreement, prohibiting Doktycz from “participat[ing], or hav[ing] any interest, directly or indirectly, in any business which involves an area of technology or business in which [Doktycz] worked for Dow during the last five years of [his] employment at Dow,” except with respect to his employment with Lyondell.

c. Doktycz does not release any claims that may arise in his favor against Dow under this Agreement. Doktycz further does not release Dow from any obligations it has to him under any pension, deferred compensation, and benefit plans, aside from the Incentive Plans that are the subject of Dow’s claims it has released against Doktycz.

d. Lyondell does not release any claims that may arise in its favor against Dow under this Agreement.

5.	Confidentiality of This Agreement.

Doktycz and Lyondell agree to treat this Agreement, and its contents, as confidential, sharing it only with their respective attorneys, financial and other “need to know” personnel. Nonetheless, any party can disclose this Agreement if required by law or legal process.

6.	Dispute Resolution.

a. The Parties agree that in the event of a dispute between them arising under this Agreement, prior to any litigation, they will first attempt to informally resolve that dispute. In the event that such informal dispute resolution efforts fail, the Parties agree to mediate their dispute in Houston, Texas, with a local mediator selected by the Parties.

b. Should such mediation fail to resolve the dispute, the Parties agree that any litigation between them will be conducted in the State or Federal courts of Michigan, and that Michigan law shall apply to any such litigation. The Parties specifically consent to jurisdiction and venue in Michigan and waive any right to conduct litigation in any other jurisdiction, absent their mutual agreement to litigate elsewhere.

7.	Complete Agreement; Amendments.

This Agreement contains all the terms and conditions agreed upon by the Parties relating to its subject matter. All prior or contemporaneous agreements, negotiations, correspondence, understandings, or communications of the Parties about this Agreement, whether oral or written, respecting this settlement, are superseded by this Agreement. Any statements, promises, or inducements made by any Party about the subject matter of this Agreement that are not contained in it are invalid and non-binding. This Agreement may not be amended or modified in any way, except by a writing signed by each party to this Agreement or a duly authorized representative of each party.

8.	Authority.

Each person signing this Agreement represents that he or she has the authority on behalf of his or her respective party to this Agreement to enter into a settlement and release with the terms and conditions set forth in this Agreement, such that this Agreement shall be binding on and enforceable by each of the Parties in accordance with its terms.

9.	Counterparts and Headings.

This Agreement may be executed in counterparts, with each executed counterpart to have the same force and effect as an original. The headings of the sections of this Agreement have been inserted for convenience and reference only, and shall not be construed or interpreted to restrict or modify any of the terms or provisions of this Agreement.


THE DOW CHEMICAL COMPANY

By:		/s/ Amy Worden
Title:		Senior Counsel

STEPHEN DOKTYCZ

/s/ Stephen Doktycz
Stephen Doktycz

LYONDELL CHEMICAL COMPANY

By:		/s/ Jeffrey A. Kaplan
Title:		Executive Vice President and Chief Legal Officer

Exhibit 10.4

GOOD LEAVER UNDERTAKING AND DEFENSE AGREEMENT

This Good Leaver Undertaking and Defense Agreement (the “ Agreement ”) is that certain Agreement referenced in the offer of employment to Stephen Doktycz (the “ Executive ”) for the position of Senior Vice President, Strategic Planning & Transactions of LyondellBasell (“ LYB ”) and Lyondell Chemical Company (the “ Company ”), dated January 20, 2017 (the “ Offer ”).

WHEREAS, during Executive’s recruitment process with the Company either Executive or his legal counsel have identified certain post-employment restrictions or obligations with regard to Dow Chemical Company (“ Dow ”), including general confidential information and noncompetition covenants under an Employee Agreement with Dow (dated December 12, 1989), and three separate covenants by Executive not to engage in “Unfair Competition” with Dow as set forth in certain redacted agreements relating to awards of deferred stock, stock option, or performance shares that Executive apparently has received from Dow (collectively, the “ Dow Agreements ”);

WHEREAS, by accepting the Offer, Executive confirms that he has disclosed to the Company or its legal counsel all agreements, restrictions or obligations originating from any source that may apply to Executive and potentially affect Executive’s ability to assume employment as SVP, Strategic Planning and Transactions with LYB and the Company or discharge Executive’s duties in that position;

WHEREAS, Executive and the Company have reviewed the duties and responsibilities of the SVP, Strategic Planning and Transactions position and each confirm: (i) Executive confirms that he is not subject to any contractual restrictions under the Dow Agreements or otherwise that would prevent him from performing the duties and responsibilities of such position; and (ii) based on the language provided by Executive, the Company does not believe he is subject to any contractual restrictions that would prevent him from performing the duties and responsibilities of such position;

WHEREAS, Executive also confirms that the Company encouraged him to seek and he has in fact engaged his own legal counsel regarding the applicability and enforceability of any contractual restrictions under the Dow Agreements or otherwise;

WHEREAS, Executive and the Company have agreed that it is their mutual intention that Executive does not take any action in connection with his resignation from his current employer or perform any activities during his employment with the Company that would violate any legally enforceable post-employment restrictions or obligations contained in any agreements with current or former employers;

WHEREAS, current or former employers or other third parties may take a different view by initiating legal action against Executive or falsely accusing him of wrongdoing, and thus requiring Executive to obtain a legal defense in the event of such a dispute; and

WHEREAS, Executive has requested the Company provide him with certain assurances pending his defense or resolution of any such dispute and the Company is willing to provide such assurances, subject to the terms and conditions of this Agreement.

THEREFORE, in consideration for the mutual promises made herein, Executive hereby gives this written undertaking as a formal pledge or promise that he shall be a “good leaver” throughout his resignation process with any current employer and the commencement or continuation of his new employment with the Company pursuant to the Offer, and that he therefore warrants and represents, as follows:

Not to bring any non-personal items or materials from any current or former employers to the Company. On departure from his current employer, Executive shall not take anything with him unless it is unquestionably a personal item. Items not to be taken include, among other things, reports and other materials prepared solely by the Executive regardless of where the material is physically located. Any non-personal material shall not be removed from any current employer’s or former employer’s premises without their written permission or consent, and all copies shall be returned to the current employer or former employers (as applicable) immediately upon their respective request.

To return all materials to any current or former employers. Prior to commencing employment with the Company, Executive shall make a diligent search for and return to any current or former employers all work-related materials maintained by him both inside and outside the office, including without limitation computer files contained on a home PC, laptop, smartphones, flash drives, cloud based storage (e.g., DropBox or Carbonite), personal e-mail accounts, equipment belonging to any current or former employers, and any hardcopy files, regardless of the media on which they are stored.

To not offer or provide any proprietary, confidential information or trade secrets. At all pertinent times, Executive has not offered or provided and shall not offer or provide to the Company, its employees or other representatives any proprietary, or confidential information, or trade secrets pertaining to any current or former employers or other third-party, and Executive has not and shall not disclose any such information to the Company or use it in the performance of his duties on behalf of the Company.

To tender a written letter of resignation. Executive shall provide a written resignation letter to his current employer before starting employment with the Company. The timing for such resignation may depend on the circumstances of the resignation, the existence of any enforceable notice provisions in Executive’s agreement with his current employer, the business needs of the current employer, and whether the current employer requires Executive to leave its premises sooner. To the extent that Executive is, after tendering his written resignation, requested to participate in any in-person meetings, teleconferences, or other communications wherein it is possible that highly sensitive commercial information or trade secret information may be communicated, Executive shall respectfully decline to participate.

Notwithstanding Executive’s undertaking and efforts to be a “good leaver” as required by this Agreement, in the event that any current employer or former employers or other third parties attempt to restrain, obstruct, limit or in any way prevent Executive from performance of his contemplated employment with LYB or the Company, or seek damages against Executive relating such contemplated employment, the Company agrees to advance to Executive reasonable legal fees and other expenses as incurred by him for his defense; provided, however, that (i) Executive is not in breach of this Agreement, (ii) Executive provides the Chief Legal Officer of the Company with prompt written notice of any such claim or action, (iii) Executive and the Company have mutually approved of the choice of legal counsel for which advancement is sought for such defense, and (iv) Executive scrupulously follows the Company’s direction with regard to his activities covered by any post-employment restrictions or obligations while employed by LYB or the Company. In the further event that Executive is forced or required to forfeit or pay back to any current employer or former employers any monies in relation to the Dow Agreements, the Company agrees to reimburse Executive for such payment up to the net payment limit of $300,000.00 (the “ Forfeiture Payment ”), subject to gross up for applicable withholdings or taxes. The Company shall pay to Executive an additional gross-up amount such that the net amount of the Forfeiture Payment retained by Executive after the payment of all applicable withholdings or taxes shall be equal to $300,000.00.

In making the Offer and entering into this Agreement, the Company has reasonably relied on Executive’s representations in the Offer, as well the statements, undertaking, promises, warranties and representations contained in this Agreement. In the event that any material representation made by Executive is not accurate, he understands and agrees that the Company shall not have any obligation to him under this Agreement, the Offer, or any other offer of employment.

IN WITNESS WHEREOF , the Parties hereto have duly executed this Agreement as of the dates set forth below.


LYONDELL CHEMICAL COMPANY

By:	/s/ Jeffrey A. Kaplan	Date: 1/20/2017
	Jeffrey A. Kaplan
	Executive Vice President and
	Chief Legal Officer

EXECUTIVE

/s/ Stephen Doktycz		Date: 1/21/2017
Stephen Doktycz