April
18, 2016
David
Jukes
Dear
David:
I am very pleased to offer you the new responsibilities
of Executive Vice President and President Univar USA and LATAM reporting to me.
We currently anticipate that you would remain an employee of Univar UK Ltd,
with a secondment to Univar USA Inc., but these details are still being
reviewed. The position would be based in our Downers Grove, IL facility. You
scheduled start date is June 1, 2016 with a remote transition starting
immediately. The major details of our offer are as follows – all items in this
letter are provided in US dollars, an expatriate balance sheet will be provided
shortly to align this package to Great Britain Pounds:
·
Base salary of $550,000 per year (which will be
converted to GBP using a 12 month FX calculated annually on May 1).
·
Participation in the Univar Management Incentive Plan
with an 80% of salary bonus target ($440,000). The plan permits the opportunity
to earn up to 160% (2 times target) of salary for exceptional performance. Your
bonus under this plan will be pro-rated between EMEA and Univar Inc results. The
MIP targets and design are subject to annual review and approval of the
Compensation Committee of the Board of Directors. Details on your incentive
will be outlined annually in a MIP target opportunity letter and are subject to
the terms and conditions in the MIP plan document.
·
You will be eligible for annual equity grants under the terms
of the 2015 Omnibus Equity Incentive Plan. The target award is 135% of base
pay. The LTIP design and actual award amounts are subject to the annual review
and approval of the Compensation Committee of the Board of Directors. Details
of the Equity awards are outlined in the Plan document and the associated
Equity Award agreements and are subject to the terms and conditions in those
documents.
·
We will provide you with an employment contract or an
incremental benefit contract that provides for one year of base pay plus target
incentive should you be terminated by the Company for reasons other than cause
or total disability. Any garden leave benefits outlined in your previous
contract will be offset by the benefits above. Again, we are sorting through
the terms of this agreement based on the likely secondment arrangement
mentioned above.
·
We will provide the following benefits associated with
your relocation and stay in the USA
o
Housing
allowance of up to $4,000 per month for a period of up to 24 months or the
length of your US assignment, whichever is lesser.
o
Use
of a company leased car
o
Quarterly
business class trips for personal reasons to the UK.
o
Relocation
of goods via air shipment
o
A
miscellaneous relocation allowance of $10,000.
o
Tax
equalization, counseling and preparation benefits for the length of your
assignment
·
Health Coverage through the US policy
We
are currently completing appropriate legal documents including employment
agreement and secondment agreement. Full detail will be provided early next
week.
David,
we are confident that your leadership and extensive distribution knowledge will
drive growth while helping us build a strong culture to support us well into
the future.
Best
regards,
Erik
Fyrwald
President
& Chief Executive Officer
To
indicate your acceptance of this offer, please return the signed offer letter
and agreement to: Dianna Sparacino at Dianna.sparacino@univarusa.com
ACCEPTED: DATE:
/s/ David Jukes
19.4.16
Univar Europe Limited
Aquarius House
6 Mid Point Business Park
Thornbury, Bradford BD3 7A8
Dear David,
Secondment to Univar USA Inc.
I am writing to confirm the arrangements
that have been agreed between us in connection with your secondment to Univar USA
Inc. (
the Host
). The terms of this letter are conditional upon your
being granted all necessary permissions to work in the United States by the
appropriate authorities.
1.
You shall remain employed by Univar Europe
Limited (
the Company
) during the secondment and your current terms of
employment shall remain unchanged, except as set out in this letter. In
particular, your period of continuous employment will remain unbroken.
2.
The secondment shall commence on 1 June 2016
and shall continue until terminated:
2.1.1
on two months' written notice from either the
Host or the Company; or
2.1.2
on the termination of your employment in
accordance with the terms of your contract.
3.
During the secondment you shall:
3.1.1
continue to abide by the terms of your employment
contract dated 10 January 2011 (
the Contract
);
3.1.2
act as Executive Vice President and President
Univar USA and LATAM. You shall carry out any work that is reasonably required
of you by the Company at the Host's request and in the Host's business;
3.1.3
continue to report to, and be managed by, Erik
Fyrwald or successor;
3.1.4
work at the Host's premises at Downers Grove, IL;
and
3.1.5
comply with the Host's employment practices and
policies.
4.
During the secondment, a
number of specific changes shall be made to the Contract. The specific changes
are as follows:
4.1
for the purposes of clauses 2.1 and 2.2 of the
Contract, your job title and place of work will change as set out in this
secondment letter;
4.2
for the purposes of clause 4.1 of the Contract,
your normal working hours will change to 8:00am to 5:00 pm;
4.3
for the purposes of clause 5 of the Contract,
your base salary will change to $550,000 per year (or GBP equivalent);
4.4
for the purposes of clause 7 of the Contract,
your current bonus entitlement will cease. You will, instead, participate
in the Univar Management Incentive
Plan with an 80% of salary bonus target ($440,000). The plan permits the
opportunity to earn up to 160% (2 times target) of salary for exceptional
performance. Your bonus under this plan will be pro-rated between EMEA and
Univar Inc results based on your relative time service for these regions. The
MIP targets and design are subject to annual review and approval of the
Compensation Committee of the Board of Directors. Details on your incentive
will be outlined annually in a MIP target opportunity letter and are subject to
the terms and conditions in the MIP plan document
;
4.5
clause 13.3 of the Contract shall cease to apply
and shall be replaced with the following provision:
Termination.
The
following provisions shall apply upon termination of your employment under
applicable circumstances as set forth below. Any amount payable to you under
this Section 4.5 shall be subject to all applicable federal, state and local
withholdings, or payroll or other taxes. Except as set forth in this Section 4.5,
upon termination of employment, Executive shall not be entitled to further
payments, severance or other benefits arising under this Agreement or from
Executive’s employment with Univar or its termination, except as required by
law.
If Company terminates
with Cause or by you without Good Reason
. If Company
terminates your employment for Cause or if you terminate your employment
without Good Reason, you shall be paid unpaid wages and unused accrued vacation
earned through the termination date.
“Cause,” as used
herein, shall mean your (i) willful and continued failure to perform his
material duties with respect to Company, Host or their affiliates (except where
due to a physical or mental incapacity) which continues beyond fifteen (15)
business days after a written demand for substantial performance is delivered
to you, (ii) conviction of or plea nolo contendere to (A) the commission
of a felony by you, or (B) any misdemeanor that is a crime of moral turpitude,
(iii) your
willful or gross mis
conduct
in connection with his employment duties, or (iv) breach of the
non-competition, non-solicitation or confidentiality covenants to which you are
subject. No act on your part shall be deemed “willful” unless done, or omitted
to be done, by you not in good faith and without reasonable belief that such
action was in the best interest of Company or Host. No failure of you to
achieve performance goals, in and of itself, shall be treated as a basis for
termination of your employment for Cause.
“Good
Reason,” as used herein, shall mean (i) a material reduction in your base
salary or a material reduction in annual incentive compensation opportunity, in
each case other (a) than any isolated or inadvertent failure by Company or Host
that is not in bad faith and is cured within thirty (30) business days after you
give notice to Company or Host of such event and (b) a reduction which is
applicable to all employees in the same salary grade as Executive; (ii) a
material diminution in Executive’s title, duties and responsibilities, other
than any isolated or inadvertent failure by Company that is not in bad faith
and is cured within thirty (30) business days after you
give Company notice of such event; or (iii) the failure of a successor to have
assumed this Agreement in connection with any sale of the business, where such
assumption does not occur by operation of law, provided that in order for an
event described in this Section to constitute Good Reason, you must provide
notice to Company within ninety (90) business days of the initial existence of
such event.
If Company terminates
for reasons other than for Cause or Total Disability or by you for Good Reason
. If Company
terminates your employment for reasons other than for Cause or Total Disability,
or if you terminate your employment for Good Reason in the absence of Cause, the
Company shall pay to you the amounts and benefits, and cause the vesting as set
forth in this Section 3.2; provided, however, that Executive’s entitlement to
the amounts described in 4.5(a) and 4.5(b) below is conditioned upon Executive
executing and not revoking a release substantially in the form reasonably
requested by Company or Host (the “Release”) within the applicable 21 or 45 day
time period provided for therein (the “Applicable Release Period”); provided,
however, that in any case where the first and last days of the Applicable
Release Period are in two separate taxable years, any payments required to be
made to Executive that are treated as deferred compensation for purposes of
Code Section 409A shall be made in the later taxable year, promptly following
the conclusion of the Applicable Release Period.
4.5(a)
Unpaid wages and unused accrued vacation earned through the termination date;
4.5(b)
A severance payment, payable in a lump sum payment not later than fifteen (15)
days following the termination date, an amount equal to the sum of (A) twelve
(12) months of the Annual Base Salary
plus
(B) one (1) times the Target
Bonus for the year in which Executive’s employment terminates; and
Total Disability
. If Company
or you terminate your employment due to your Total Disability (as defined in
the Host long-term disability plan), Univar shall pay to you unpaid wages and
unused accrued vacation earned through the termination date, and the Target
Bonus stated in 4.5(b).
Death
. If your
employment terminates due to death, the Company shall pay to your estate the
unpaid wages and unused accrued vacation earned through the termination date,
and the Target Bonus stated in Section 4.5(b).
5.
During the secondment:
5.1.1
you should continue to stay in contact with Chris
Oversby or successor on a regular basis and, in particular, keep them informed
of any issues that arise and any absences from work;
5.1.2
you should continue to keep in touch with
developments at the Company;
5.1.3
you should talk to Dianna Sparacino or successor
if you have any issues or concerns about your secondment or the work that you
are doing; and
5.1.4
the Company will conduct any appraisals and pay
reviews in the usual way and will deal with any grievances or any concerns
about your conduct or performance. In all cases it will
consult the Host before taking any action.
6.
The Company shall continue to pay your
salary in the normal way and you shall continue to participate in the Company’s
benefit schemes (as set out in the Contract) on the current basis.
7.
Any expenses claims arising during your
secondment must be submitted to Erik Fyrwald in accordance with the Host's
normal procedures.
8.
You consent to the Company providing
relevant information about you to the Host in connection with the secondment.
9.
Your Contract currently requires you to keep
the Company's confidential information and trade and business secrets
confidential. This is particularly important while you are on secondment to the
Host. You should also respect the confidentiality of any similar information
relating to the Host to which you have access during the secondment.
Please sign the enclosed copy of this
letter and return it to Dianna Sparacino to indicate your agreement to the
terms in this letter.
Yours sincerely,
/s/ Stephen Landsman
For and on behalf of Univar Europe
Limited
I hereby agree to the above changes to the
terms of my employment.
Signed /s/ David Jukes
by David Jukes
Date 18.4.16
