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): December 14, 2015
________________________________________________________

________________________________________________________

(Exact name of registrant as specified in its charter)
Delaware
001-36272
37-1744899
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1450 Centrepark Boulevard
Suite 210
West Palm Beach, Florida
33401
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:   (561) 207-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01. Entry into a Material Definitive Agreement.
The information set forth below in Item 5.02 regarding Rakesh Sachdev's Employment Agreement and RSU Agreement (each, as defined below) is incorporated by reference into this Item 1.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Executive Officer
On December 15, 2015, the Board of Directors (the "Board") of Platform Specialty Products Corporation ("Platform") appointed Rakesh Sachdev as its Chief Executive Officer, effective as of January 5, 2016. In this role, Mr. Sachdev will be the principal executive officer of Platform and an executive officer for reporting purposes under Section 16(a) of the Securities Exchange Act of 1934, as amended. On December 15, 2015, the Board also elected Mr. Sachdev to the Board as of January 5, 2016. Mr. Sachdev will not serve on any committee of the Board.
Prior to joining Platform, Mr. Sachdev, age 59, served as President and Chief Executive Officer of Sigma-Aldrich Corporation ("Sigma-Aldrich") beginning in 2010. Mr. Sachdev joined Sigma-Aldrich in 2008 as Chief Financial Officer and took on the additional role of Chief Administrative Officer with direct oversight of Sigma-Aldrich’s international business in 2009. He was Senior Vice President and President Asia Pacific of ArvinMeritor, Inc. (“ArvinMeritor”), a global supplier of engineered systems to the automotive industry, from 2007 to 2008. At ArvinMeritor, Mr. Sachdev also served in other leadership roles, including Interim Chief Financial Officer, Senior Vice President Strategy and Corporate Development and Vice President and General Manager of several of ArvinMeritor’s global businesses from 1999 to 2007. Prior to joining ArvinMeritor, he worked for Cummins Inc., a global manufacturer of engines and other industrial products in various leadership roles, including Chief Financial Officer for one of its largest business units, and as Managing Director of its Mexican operations. Mr. Sachdev holds a M.B.A. from Indiana University, a Masters in Mechanical Engineering from the University of Illinois and a Bachelor’s degree in Mechanical Engineering from the Indian Institute of Technology in New Delhi. Mr. Sachdev is also a director of Regal-Beloit Corporation, Edgewell Personal Care Company and the Federal Reserve Bank of St. Louis and serves on the Board of Trustees of Washington University in St. Louis.
There is no arrangement or understanding between Mr. Sachdev and any other person pursuant to which he was appointed as Chief Executive Officer of Platform or as a member of the Board. There has been no transaction, or proposed transaction, since January 1, 2014, to which Mr. Sachdev or any member of his respective immediate family had or is to have a direct or indirect material interest or any other related transaction with Platform within the meaning of Item 404(a) of Regulation S-K. There are no family relationships between Mr. Sachdev and any of Platform’s other directors, executive officers or persons nominated or chosen by Platform to become directors or executive officers.    
Employment Agreement with Chief Executive Officer
In connection with Mr. Sachdev's appointment, on December 15, 2015, Platform and Mr. Sachdev entered into an executive employment agreement (the “Employment Agreement”), effective January 5, 2016 (the "Effective Date"), which provides Mr. Sachdev with the following compensation and benefits:





 
An annual base salary of $1,000,000.00 (the "Base Salary"), less applicable withholding and taxes, paid in installments consistent with Platform's normal payroll schedule, subject to periodic review and adjustment by the Compensation Committee of the Board (the “Compensation Committee”);
 
An annual target cash bonus opportunity of 100% of Mr. Sachdev’s Base Salary, in accordance with Platform’s annual cash bonus program, based on the satisfaction of performance criteria to be established by the Compensation Committee within the first three (3) months of each fiscal year that begins during Mr. Sachdev's employment (the "Target Annual Bonus");
 
A restricted stock unit award with respect to 500,000 shares of Platform’s common stock (collectively, the "RSUs"), subject to a cliff vesting period ending on December 31, 2018 and a portion of which is subject to the performance targets specified in a separate restricted stock unit award agreement by and between Mr. Sachdev and Platform, effective on the Effective Date (the “RSU Agreement”), subject to the terms and conditions of the RSU Agreement described under " RSU Agreement with Chief Executive Officer " below;
 
An annual long-term incentive compensation award targeted to achieve a value equal to $3,000,000.00, as determined as of the date of the grant, in the form of stock options, restricted stock units, performance shares or other forms of equity or long-term incentive as determined by the Compensation Committee within its sole discretion (the “LTCB Bonus”); and
 
Employee benefits consistent with those employee benefit plans provided to other senior executives of Platform, including the benefits outlined in Platform's executive relocation policy.
Notwithstanding anything to the contrary in the Employment Agreement, Mr. Sachdev's Base Salary, Target Annual Bonus and LTCB Bonus will be reviewed and set annually by the Compensation Committee, within its sole discretion; provided that the Base Salary and LTCB Bonus will not be reduced below $1,000,000.00 and $3,000,000.00, respectively, and the Target Annual Bonus will not be reduced below 100% of the Base Salary, in each case other than pursuant to any company-wide reductions in compensation affecting executive level employees.
Platform may terminate Mr. Sachdev’s "at will" employment (i) by reason of Mr. Sachdev's Death or Disability (each, as defined in the Employment Agreement), or (ii) for or without Cause (as defined below) in case of (A) the willful and continuous failure by Mr. Sachdev to substantially perform his duties within ten (10) days after a written demand for substantial performance by the Board, (B) Mr. Sachdev's misconduct or gross negligence which the Board has determined cannot be adequately remediated or which resulting harm to Platform is not corrected by Mr. Sachdev within ten (10) days after a written demand for correction by the Board, (C) Mr. Sachdev's conviction or entering of a plea of guilty or nolo contendere to the commission of a felony, or (D) Mr. Sachdev's fraud, embezzlement, theft or dishonesty, which in each case is of a material nature against Platform, or his willful violation of a procedure or policy of Platform resulting in material economic harm to Platform (each, a “Cause”).
Mr. Sachdev may also terminate his employment for Good Reason (as defined below) in the event of (i) a material diminution of his authority, duties or responsibilities, (ii) any action or inaction that constitutes a material breach by Platform of the Employment Agreement, or (iii) a material diminution in Mr. Sachdev's Base Salary (each, a “Good Reason”). Good Reason, however, shall not be deemed to exist unless Mr. Sachdev’s termination of employment occurs within six (6) months following the initial existence of either (i), (ii) or (iii) above, Mr. Sachdev provides Platform with a written notice of the existence of such condition within ninety (90) days after the initial existence of the condition, and Platform fails to remedy the condition within thirty (30) days after its receipt of such notice.
Pursuant to the Employment Agreement, in the event Mr. Sachdev is terminated by Platform for Cause or if Mr. Sachdev voluntarily terminates his employment without Good Reason, Mr. Sachdev would be entitled only to his accrued yet unpaid Base Salary through the date of termination, and would not be entitled to any further Base Salary or any applicable Target Annual Bonus or other benefits for that year or any future year.





If Mr. Sachdev is involuntarily terminated by Platform without Cause or if he terminates his employment for Good Reason, Mr. Sachdev would be entitled, subject to the terms and condition of the Employment Agreement, to (i) all previously earned and accrued but unpaid Base Salary up to the date of such termination, (ii) a severance payment equal to two (2) times his annual Base Salary, payable in equal installments over a 24-month period, subject to deductions for customary withholdings, and (iii) an amount equal to the product of (A) his Target Annual Bonus for the year in which the date of termination occurs determined in accordance with Platform's annual incentive compensation plan in a manner consistent with that applicable to other participants, multiplied by (B) a fraction, (1) the numerator of which is the number of days elapsed in the performance year as of the date of the termination, and (2) the denominator of which is 365 (the "Pro Rata Bonus"), which Pro Rata Bonus shall be paid at the same time that incentives are paid to other participants, but in no event after March 15th of the year following the year in which the date of termination occurs.
The Employment Agreement also contains two-year non-competition and non-solicitation provisions, as well as confidentiality provisions.
The description of the Employment Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
RSU Agreement with Chief Executive Officer
In connection with Mr. Sachdev's appointment, Platform and Mr. Sachdev's also entered into a time and performance-based restricted stock unit award agreement (the "RSU Agreement"), effective on the Effective Date.
The RSU Agreement is subject to the terms, provisions and restrictions set forth in the Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan, as it may be amended and/or restated from time to time (the "Plan"). Pursuant to the RSU Agreement, Mr. Sachdev was granted a target number of 500,000 time and performance-based restricted stock units (collectively, the "RSUs"). Each RSU represents a contingent right to receive one share of Platform’s common stock.
The number of RSUs actually awarded to Mr. Sachdev will be determined at the end of the performance period, which will commence on the Effective Date and which will end on December 31, 2018 (the "Performance Period"). Subject to Mr. Sachdev's continuous employment with Platform, the RSUs will vest and be earned as follows: (a) 250,000 RSUs on December 31, 2018 (the "Time Vested RSUs") and (b) up to 250,000 RSUs as of the last day of the Performance Period based on the satisfaction of certain performance criteria (the "Performance Vested RSUs"). The RSUs may, in certain circumstances, become immediately vested as of the date of (i) a termination of Mr. Sachdev's employment, as indicated below, or (ii) a change in control of Platform. Any Performance Vested RSUs that become earned, as a result of the satisfaction of the relevant performance criteria as of December 31, 2016 and December 31, 2017, shall become Time Vested RSUs and will vest on December 31, 2018 if Mr. Sachdev remains in the continuous service of Platform through that date.
If Mr. Sachdev's continuous employment is terminated for any reason prior to the end of the Performance Period, then any and all RSUs will be forfeited immediately. Notwithstanding the foregoing, if Mr. Sachdev's continuous employment with Platform is terminated (i) by Platform or its related entities due to Mr. Sachdev's Death or Disability (each, as defined in the RSU Agreement), (ii) by Platform without Cause or (iii) by Mr. Sachdev for Good Reason, then (A) the Time Vested RSUs would immediately become fully vested as of the date of such termination, and (B) the Performance Vested RSUs would vest on a pro rate basis by multiplying 250,000 by a fraction, (a) the numerator of which is the number of days elapsed from the Effective Date to the date of termination and (b) the denominator of which is 1,092.
The description of the RSU Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the RSU Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference. The RSU Agreement is also qualified in its entirety by reference to the full text of the Plan, a summary of which was included in Proposal 4 in Platform’s definitive proxy statement filed with





the Securities and Exchange Commission on April 25, 2014, and a copy of which was filed as Appendix A to such definitive proxy statement. Both the summary and copy of the Plan are incorporated herein by reference.
Retirement of Daniel H. Leever
In connection with Mr. Sachdev's appointment, on December 14, 2015, Platform received a written letter of resignation from Daniel H. Leever stating that he was resigning from his positions as Chief Executive Officer and President of Platform and Vice Chairman of the Board, effective immediately. Mr. Leever's intention to retire was previously announced by Platform in October 2015.
On December 16, 2015, Platform announced that Mr. Sachdev had been appointed as Chief Executive Officer of Platform, effective January 5, 2016 and that Mr. Leever was retiring, effective immediately. A copy of this press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Exhibit Title
10.1
Employment Agreement, dated December 15, 2015, by and between Platform and Mr. Rakesh Sachdev (effective January 5, 2016).
10.2
Time and Performance-Based Restricted Stock Unit Award Agreement by and between Platform and Mr. Rakesh Sachdev (effective January 5, 2016).

10.3
Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan (summary filed in Proposal 4 and text filed as Appendix A to Platform’s Definitive Proxy Statement filed on April 25, 2014, all incorporated herein by reference).

99.1
Press Release dated December 16, 2015 relating to the appointment of Mr. Rakesh Sachdev as Chief Executive Officer of Platform.







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
PLATFORM SPECIALTY PRODUCTS CORPORATION
(Registrant)
December 16, 2015
(Date)
 
/s/   Sanjiv Khattri
Sanjiv Khattri
Executive Vice President and Chief Financial Officer







Exhibit Index
Exhibit Number
Exhibit Title
10.1
Employment Agreement, dated December 15, 2015, by and between Platform and Mr. Rakesh Sachdev (effective January 5, 2016).

10.2
Time and Performance-Based Restricted Stock Unit Award Agreement by and between Platform and Mr. Rakesh Sachdev (effective January 5, 2016).
10.3
Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan (summary filed in Proposal 4 and text filed as Appendix A to Platform’s Definitive Proxy Statement filed on April 25, 2014, all incorporated herein by reference).

99.1
Press Release dated December 16, 2015 relating to the appointment of Mr. Rakesh Sachdev as Chief Executive Officer of Platform.







Exhibit 10.1


EXECUTION COPY


EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“ Agreement ”) is made effective as of the 5th day of January, 2016 (the “ Effective Date ”) by and between Platform Specialty Products Corporation, a Delaware corporation (“ Company ”) and Rakesh Sachdev (“ Executive ”).
WHEREAS, Executive desires to serve as the Chief Executive Officer of the Company in exchange for the consideration set forth in this Agreement and the Company desires to employ the Executive as such under the terms and conditions hereof.
NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the Company and Executive hereby agree as follows:
ARTICLE I

DEFINITIONS

1.1      Definitions . As used herein, the following terms shall have the following meanings.

(a) Board ” means the board of directors of the Company.

(b) Cause ” means any of the following:

(i) the willful and continuous failure by Executive to substantially perform Executive’s duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness) within ten (10) days after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties,

(ii) misconduct or gross negligence by Executive provided (A) the Board has determined that the resulting harm to the Company from Executive’s misconduct or gross negligence cannot be adequately remedied, or (B) Executive fails to correct any resulting harm to the Company within ten (10) days after a written demand for correction is delivered to Executive by the Board which specifically identifies both the manner in which the Board believes that Executive has engaged in misconduct or gross negligence and an appropriate method of correcting any resulting harm to the Company,

(iii) Executive’s conviction of or the entering of a plea of guilty or nolo contendere to the commission of a felony, or

(iv) fraud, embezzlement, theft or dishonesty, which in each case is of a material nature by Executive against the Company, or a willful material violation by Executive of a policy or procedure of the Company, resulting, in any case, in material economic harm to the Company.

(c) Confidential Information ” as used in Sections 2.5, 2.6 and 2.7 of this Agreement, means all confidential and proprietary information, data, documents, records, materials, and other trade secrets and/or other proprietary business information of the Company or its subsidiaries or affiliates that is not readily available to competitors, outside third parties and/or the public, including without limitation, data, designs, plans, notes, memoranda, work sheets, formulas, processes, patents, pricing, production methods and techniques, financial information and





information about (i) current or prospective customers and/or suppliers and customer and supplier lists (ii) employees, research, goodwill, production, prices, costs, margins, and operating unit financial performance, salaries and expertise, customer preferences, contact information, key contacts, credit and purchasing history, and purchasing requirements and preferences (iii) business methods, processes, practices or procedures; (iv) computer software and technology development, and (v) marketing, pricing strategies, business plans, and business strategy, including acquisition, merger and/or divestiture strategies.

(d) Customer ” means any Person or entity to whom the Company or its subsidiaries or affiliates has sold any products (i) in the case of on-going employment, during the twenty-four (24) calendar months immediately preceding any dispute under Section 2.6 of this Agreement, and, (ii) in the case of the employment having ended, the twenty-four (24) calendar months preceding Executive’s termination of employment.

(e) Disability ” means Executive’s inability, or failure, to perform the essential functions of his position, with or without reasonable accommodation, for any period of six (6) months or more in any twelve (12) month period, by reason of any medically determinable physical or mental impairment.

(f) Good Reason ” means the occurrence of one or more of the following conditions without the consent of Executive:
(i) a material diminution in Executive’s authority, duties, or responsibilities;

(ii) any action or inaction that constitutes a material breach by the Company of this Agreement; or

(iii) a material diminution in the Executive’s base compensation.

In order for a termination of employment to be on account of “Good Reason”, Executive must provide the Company with a written notice within ninety (90) days of the initial existence of a condition constituting Good Reason, must afford the Company thirty (30) days in which to remedy the condition, and if no such cure has been effectuated, must terminate employment within six (6) months of the initial existence of the identified condition constituting Good Reason.
(g) Person ” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

(h) Potential Customer ” means any Person or entity who, during the applicable twenty- four (24) month period described above in Section 1(d) of this Agreement, has (i) been involved in discussions or negotiations with the Company or its subsidiaries or affiliates for products sold by the Company or its subsidiaries or affiliates; (ii) initiated contact with the Company in order to obtain information regarding products sold by the Company or its subsidiaries or affiliates; (iii) been the subject of personal contacts by Executive and/or any other employee of the Company or its subsidiaries or affiliates for purposes of soliciting business for the Company or its subsidiaries or affiliates; or (iv) been the subject of efforts by the Company or its subsidiaries or affiliates to gather, learn or evaluate information which may help the Company or its subsidiaries or affiliates obtain any future order from such Person or entity.

ARTICLE II

EMPLOYMENT

2.1      Employment . Company agrees to employ Executive and Executive hereby accepts such employment with the Company, upon the terms and conditions set forth in this Agreement, for an indeterminate term as an employee at will subject to the supervision, will and pleasure of the Board (the “Employment Period”).






2.2     Position and Duties .

(a)     During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company. As Chief Executive Officer, Executive, subject to the control of the Board, shall have general supervision and control over the business, property and affairs of the Company and perform such duties as may be assigned to him by the Board. Executive shall report to the Board. On the Effective Date, Executive will be appointed as a member of the Board. During the Employment Period, Executive will be nominated to be elected as a member of the Board at the end of each of Executive’s terms as a member of the Board. Executive may be elected and/or appointed to serve as a director of one or more of the Company’s subsidiaries. Executive’s service as a director of the Company and/or its subsidiaries shall be without additional remuneration.

(b)    Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. In the performance of his duties hereunder, Executive shall at all times report and be subject to the lawful direction of the Board and perform his duties hereunder subject to and in accordance with the resolutions or any other determinations of the Board and the certificate of incorporation and by-laws of the Company and applicable law. During the Employment Period, Executive shall not become an employee of any Person or entity other than the Company. This section shall not be construed to prohibit Executive from serving on the board of directors of one or more other entities (with the consent of the Board in the case of a for-profit entity) or from investing in a business to the extent consistent with the provisions of Section 2.6(a).

2.3     Base Salary, Bonus and Benefits .

(a)    Subject to the terms of this Agreement, in consideration of Executive’s agreements contained herein, for the fiscal year beginning the Effective Date, Executive shall receive a Base Salary at an annual rate of One Million Dollars and No Cents ($1,000,000) (“ Base Salary ”), with such Base Salary payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. Executive’s Base Salary in subsequent fiscal years may be subject to adjustment pursuant to Section 2.3(h) hereof.

(b)    During the Employment Period, Executive shall participate in, and be eligible to receive an annual bonus (an “ Annual Bonus ”) under, the Company’s annual incentive compensation plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board within its sole discretion. During the Employment Period, Executive shall have a target bonus opportunity under such plan or program equal to 100% of his current Base Salary and shall be based on satisfaction of performance criteria to be established by the Compensation Committee of the Board within the first three (3) months of each fiscal year that begins during the Employment Period. Payment of Annual Bonuses, if any, to Executive shall be made in the same manner and at the same time that other senior-level executives receive their annual incentive compensation awards. Executive’s Annual Bonus in subsequent fiscal years may be subject to adjustment pursuant to Section 2.3(h) hereof.

(c)    As soon as administratively practicable after Executive’s execution and delivery of this Agreement, and in partial consideration for the same, upon the Executive becoming an employee of the Company, Executive shall be granted a restricted stock unit award with respect to Five Hundred Thousand (500,000) shares of the common stock of the Company (the “ Initial Grant ”), subject to a three year cliff vesting period measured from the Effective Date, under the Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan (the “ Equity Plan ”) and subject to such additional terms and conditions as are determined by the Compensation Committee of the Board and set forth in a restricted stock unit award agreement to be entered into by and between the Company and Executive. In the event of Executive’s death, termination of Executive’s employment by the Company by reason of Executive’s Disability, or in the event Executive is terminated by the Company without Cause or quits for Good Reason: the Two Hundred Fifty Thousand (250,000) restricted stock units granted under this Section 2.3(c) which are time vested shall immediately become fully vested; the remaining Two Hundred Fifty Thousand (250,000) restricted stock units granted under this Section 2.3(c) which are performance vested shall vest on a pro rata





basis by multiplying 250,000 by a fraction (1) the numerator of which is the number of days elapsed from the Effective Date to the date of termination and (2) the denominator of which is the total number of days from the Effective Date to the date on which such shares would have been fully vested if all performance targets had been met. For the avoidance of doubt, the provisions of this Section 2.3(c) shall only apply to the Initial Grant. Any additional equity awards that may be granted to Executive shall be subject to such terms and conditions as may be established by the Compensation Committee of the Board, in its sole discretion.

(d)    During the Employment Period, Executive shall be entitled to participate in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans, and any and all other plans as are presently and hereinafter offered by the Company to its executive personnel, including savings, pension, profit-sharing and deferred compensation plans, subject to the general eligibility and participation provisions set forth in such plans. In addition, you will be entitled to twenty (20) total paid time off days annually (excluding fixed company holidays).

(e)    During the Employment Period, Executive shall be eligible to participate in the Company’s long term incentive plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board, within its sole discretion. Executive will be eligible to receive a long term compensation award targeted to achieve a value to Executive equal to $3,000,000, on the date of grant, in the form of stock options, restricted stock units, performance shares or other forms of equity or long term incentive as determined by the Compensation Committee of the Board and on terms to be specified by the Compensation Committee of the Board, within its sole discretion. Executive’s long term incentive opportunities in subsequent fiscal years may be subject to adjustment pursuant to Section 2.3(h).

(f)    The Executive and the Company will mutually agree on Executive’s relocation to the West Palm Beach, Florida area. The Executive will be eligible for the benefits outlined in the Company’s executive relocation policy. The purpose of the relocation policy is to assist the Executive with expenses associated with his relocation to West Palm Beach, Florida or the surrounding area. The Executive will be eligible to receive assistance under the Company’s executive relocation policy until his relocation is fully completed. All amounts payable under this Section 2.3(f) shall be subject to the Executive’s presentment to the Company of appropriate documentation and otherwise in accordance with the terms of the Company’s executive relocation policy. In addition, if, prior to the first anniversary of the Effective Date, the Executive is terminated by the Company for Cause or terminates his employment with the Company without Good Reason, the Executive will reimburse the Company for the full amount of the relocation expenses incurred by the Company under this Section 2.3(f).

(g)    Upon the Effective Date, the Company and Executive shall enter into the Company’s standard Indemnification Agreement and within 90 days after the Effective Date the Company and Executive will enter into a mutually agreed Change in Control Agreement.

(h)    Notwithstanding anything to the contrary in this Agreement, during the Employment Period, Executive’s Base Salary, Annual Bonus and long term incentive opportunity shall be reviewed and set annually by the Compensation Committee of the Board, within its sole discretion, but his Base Salary shall not be reduced below $1,000,000 per annum, and his annual bonus and long term incentive opportunities shall not be reduced below the levels specified in this Section 2.3 during the Employment Period, other than pursuant to any Company-wide reductions in compensation affecting executive level employees.

2.4     Termination .

(a)     General . The Employment Period shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination by the Company by reason of Executive’s Disability, (iii) a termination by the Company with or without Cause, or (iv) a termination by Executive with or without Good Reason. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall resign from any and all directorships, committee memberships or any other positions Executive holds with the Company or any of its subsidiaries.






(b)     Termination for Cause or Voluntary Termination . If Executive is terminated by the Company for Cause or if the Executive voluntarily terminates his employment without Good Reason, the Executive shall be entitled only to his accrued yet unpaid Base Salary through the date of termination, but shall not be entitled to any further Base Salary or any applicable Annual Bonus or other benefits for that year or any future year.

(c)     Termination Without Cause or for Good Reason .

(i) If the Executive is involuntarily terminated by the Company without Cause or terminates his employment for Good Reason, the Executive shall be entitled to all previously earned and accrued but unpaid Base Salary up to the date of such termination. Provided the Executive has executed a release of claims in a form satisfactory to the Company within 30 days after his involuntary termination of employment without Cause or termination for Good Reason, Executive shall also be entitled to severance pay equal to two (2) times his annual Base Salary (the “ Severance Amount ”), payable in equal installments over a 24-month period (the “Severance Period”) on the dates on which the Executive’s Base Salary would have otherwise been paid if Executive’s employment had continued, with the first payment being made on the first payroll date occurring after the above-described 30 day period. All payments shall be subject to deductions for customary withholdings, including without limitation, federal and state withholding taxes and social security taxes. If Executive dies during the Severance Period, any remaining Severance Amounts shall be paid to his surviving spouse, or if there is no surviving spouse, to his estate.

(ii) In addition, the Executive shall be entitled to an amount equal to the product of (A) the Executive’s Annual Bonus for the year in which the date of termination occurs determined in accordance with the Company’s annual incentive compensation plan in a manner consistent with that applicable to other participants in the annual bonus plan generally (provided that any individual performance modifier thereunder (if applicable) shall be deemed satisfied at 100%), multiplied by (B) a fraction, (1) the numerator of which is the number of days elapsed in the performance year as of the date of termination, and (2) the denominator of which is 365 (the “ Pro Rata Bonus ”), which Pro Rata Bonus shall be paid at the same time that incentives are paid to other participants in the annual incentive compensation pan generally in respect of the applicable performance year, but in no event after March 15 of the year following the year in which the date of termination occurs.

(iii) In the event that Executive is determined to be a specified employee in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), and the regulations and other guidance issued thereunder for purposes of any Severance Amounts under this subsection (c), such Severance Amounts shall begin on the first payroll date that is more than six months following the date of separation from service, but only to the extent that such payments do not satisfy either the short term deferral exception to Code Section 409A described in 26 CFR § 1.409A-1(b)(4) (“ Short Term Deferral Exception ”) or, to the extent such payments do not satisfy the Short Term Deferral Exception, the involuntary termination exception to Code Section 409A described in 26 CFR § 1.409A-1(b)(9). At all times, the right to all such installment payments made under this subsection (c) shall be treated as the right to a series of separate payments within the meaning of 26 CFR § 1.409A-2(b)(2)(iii). In the event that a termination of employment occurs on or after December 1st of a calendar year that would entitle the Executive to severance under Section 2.4(c) above, and severance payments are payable prior to the first payroll date that is more than six months following the date of separation from service, such severance benefits shall commence no earlier than the first payroll date in the following calendar year and within 90 days after such separation from service. Any amount that (i) is payable upon termination of Executive’s employment with the Company under any provision of this Agreement, and (ii) is subject to the requirements of Section 409A, shall not be paid unless and until the Executive has Separated from Service as defined in in Treasury Regulation Section 1.409A-1(h).

(d)     No Mitigation . To the extent that Executive shall receive compensation for personal services from employment other than with the Company subsequent to a termination of Executive’s employment with





the Company, the amounts so earned shall not be offset against the amounts (if any) due under this Agreement following Executive’s termination of employment.

(e)     Severance Forfeiture . Executive agrees that the Executive shall be entitled to the Severance Amount and the Pro Rata Bonus as set forth in this Section 2.4 only if the Executive has not materially breached as of the date of termination any provisions of this Agreement or of any other agreement with the Company and does not materially breach such provisions at any time during the period for which such payments are to be made. The Company’s obligation to make such payments will terminate upon the occurrence of any material breach during the Severance Period.

(f)     No Additional Severance . Executive hereby agrees that no severance compensation of any kind, nature or amount shall be payable to Executive, except as expressly set forth in this Section 2.4 and Executive hereby irrevocably waives any claim for any other severance compensation.

(g)     Death or Disability . The Company’s obligation under this Agreement terminates on the last day of the month in which the Executive’s death occurs or on the date of termination of employment on account of Executive’s Disability. The Company shall pay to Executive or the Executive’s estate all previously earned and accrued but unpaid Base Salary up to such date. Executive (or his estate) shall also be paid a Pro Rata Bonus for the year of termination, payable as and when the Annual Bonus would otherwise been paid had the Executive’s employment not been terminated. Thereafter, Executive or his estate shall not be entitled to any further Base Salary, Annual Bonus or benefits for that year or any subsequent year, except as may be provided in an applicable benefit plan or program.

2.5     Confidential Information .

(a)     Executive recognizes that the Company is engaged in the business of research, development, manufacture and sale of chemicals, chemical products and allied activities throughout the world (the “ Company’s Business ”), which business requires for its successful operation the fullest security of its Confidential Information of which Executive will acquire knowledge during the course of his employment.

(b)    Executive shall use his best efforts and diligence both during and after his employment with the Company, regardless of how, when or why Executive’s employment ends, to protect the confidential, trade secret and/or proprietary character of all Confidential Information. Executive shall not, directly or indirectly, use (for himself or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectable as confidential or trade secret information, except as may be necessary for the performance of Executive’s duties for the Company.

(c)    Executive shall promptly deliver to the Company, at the termination of the Employment Period or at any other time at the Company’s request, without retaining any copies, all documents, information and other material in Executive’s possession or control containing, reflecting and/or relating, directly or indirectly, to any Confidential Information.

(d)    Executive’s obligations under this Section 2.5 shall also extend to the confidential, trade secret and proprietary information learned or acquired by Executive during his employment from others with whom the Company has a business relationship.

2.6     Competitive Activity .

(a)    Executive shall not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise), at any time during his employment with the Company and for a period of two (2) years following his employment with the Company, regardless of how, when or why Executive’s employment terminates, (i) engage in or invest in any business that is engaged in any work or activity that involves a product, process, service or development which is then competitive with and the same as or similar to a product, process, service or development on which





Executive worked or with respect to which Executive had access to Confidential Information while with the Company, or (ii) otherwise compete against the Company’s Business.

(b)    Following expiration of the two (2) year period in Section 2.6(a) of this Agreement, Executive shall continue to be obligated under Section 2.5 of this Agreement not to use or to disclose Confidential Information so long as it shall remain proprietary or protectable as confidential or trade secret information.

(c)    Following termination of Executive’s employment with the Company for any reason, Executive agrees to advise the Company of his new employer, work location and job responsibilities within ten (10) days after accepting new employment if such new employment commences within two (2) years following Executive’s termination of employment with the Company. Executive further agrees to keep the Company so advised of any change in his employment for two (2) years following the termination of his employment with the Company.

(d)    Executive understands that the intention of Sections 2.5 and 2.6 of this Agreement is not to prevent the Executive from earning a livelihood and Executive agrees nothing in this Agreement would prevent Executive from earning a livelihood utilizing his general purchasing, sales, professional or technical skills in any of the hospitals, businesses, research or manufacturing facilities of companies which are not directly or indirectly in competition with the Company.

(e)    Executive agrees that during his employment with the Company and for a period of two (2) years following Executive’s termination of employment, regardless of how, when or why employment ceased, Executive shall not in any manner or in any capacity, directly or indirectly, for himself or any other Person or entity, actually or attempt to: (i) solicit, contact or do business with any Customer or Potential Customer of the Company for the purpose of selling any products competitive with products sold by the Company, or otherwise divert, interfere with or take away any Customer or Potential Customer of the Company or the business of any such Customer or Potential Customer; or (ii) divert or interfere with the Company’s relationship with any Customer or supplier of the Company.

(f)    During Executive’s employment with the Company and for a period of two (2) years following Executive’s termination of employment, regardless of how, why or when employment ceased, Executive shall not, directly or indirectly, solicit for employment, hire or offer employment to, or otherwise aid or assist (by disclosing information about employees or otherwise) any other Person or entity other than the Company in soliciting for employment, hiring or offering employment to, any employee of the Company.

(g)    In addition to any other remedies available to Company, including but not limited to injunctive relief as specified in Section 3.12 below, Executive’s material breach of Section 2.6 of this Agreement shall relieve Company of its obligations (if any) to pay any further severance benefits under this Agreement.

(h)    In the event that Executive is in breach of any of the provisions of Section 2.6 of this Agreement, the period of proscription from the act or acts that constitute a breach of Section 2.6 shall be tolled during the period that the occurrence of any such breach is investigated by the Company and during the continuance of any such breach.

2.7     Ideas, Inventions and Discoveries .

(a)    Executive shall promptly disclose to the Company any ideas, inventions or discoveries, whether or not patentable, which Executive may conceive or make (alone or with others) during the Employment Period, whether or not during working hours, and which, directly or indirectly (i) relate to matters within the scope of Executive’s duties or field of responsibility during Executive’s employment with the Company; or (ii) are based on Executive’s knowledge of the actual or anticipated business or interest of the Company; or (iii) are aided by the use of time, materials, facilities or information of the Company.

(b)    Executive hereby assigns to the Company or its designee, without further compensation, all of the right, title and interest in all such ideas, inventions or discoveries in all countries of the world except for patents currently held by Executive developed outside of employment with the Company.






(c)    Without further compensation but at the Company’s expense, Executive shall give all testimony and execute all patent applications, rights of priority, assignments and other documents and in general do all lawful things requested of Executive by the Company to enable the Company to obtain, maintain and enforce protection of such ideas, inventions and discoveries for and in the name of the Company or its designee, as the case may be, in all countries of the world. However, should Executive render any of the services in this Section 2.7(c) during a two (2) year period following termination of Executive’s employment, Executive shall be compensated at a rate per hour equal to the Base Salary Executive received from the Company at the time of termination and shall be reimbursed for reasonable out-of-pocket expenses incurred in rendering the services.

(d)    In addition to any other remedies available to Company, including but not limited to injunctive relief as specified in Section 3.12 below, Executive’s breach of Section 2.7 of this Agreement shall relieve Company of its obligations (if any) to pay any further severance benefits under this Agreement.

ARTICLE III

MISCELLANEOUS

3.1     Executive’s Representations . Executive hereby represents and warrants to the Company that (i) Executive’s execution, delivery and performance of this Agreement do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other Person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he fully understands the terms and conditions contained herein.

3.2     Survival . Sections 2.5, 2.6 and 2.7 and Sections 3.3 through 3.12 shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.

3.3     Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via facsimile to the recipient. Such notices, demands and other communications will be sent to the address indicated below:

To the Company:
General Counsel
Platform Specialty Products Corporation
1450 Centrepark Boulevard, Suite 210
West Palm Beach, Florida 33401

To Executive:
Mr. Rakesh Sachdev
At the address on file with the Company

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.
3.4     Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, (a) the parties agree that such provision(s) will be enforced to the maximum extent permissible under the applicable law and a court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and (b) any invalidity, illegality or unenforceability of a particular provision will not affect any other provision of this Agreement.






3.5     Successors and Assigns . Except as otherwise provided herein, all covenants and agreements contained in this Agreement shall bind and inure to the benefit of and be enforceable by the Company, and their respective successors and assigns. This Agreement is personal to Executive and except as otherwise specifically provided herein, this Agreement, including the obligations and benefits hereunder, may not be assigned to any party by Executive.

3.6     Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

3.7     Counterparts . This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

3.8     Waiver . Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of such right, power or privilege or of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged therewith, and, in the case of Company, by its duly authorized officer.

3.9     Entire Agreement . This instrument constitutes the entire agreement of the parties in this matter and shall supersede any other agreement between the parties, oral or written, concerning the same subject matter including, but not limited to, any prior employment and severance agreements.

3.10     Amendment . This Agreement may be amended only by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Executive and by a duly authorized officer of the Company.

3.11     Governing Law . All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic law of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Any litigation relating to or arising out of this Agreement shall be filed and litigated exclusively in the Circuit Court in West Palm Beach, Florida or the United States District Court for the Southern District of Florida.

3.12     Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement, including, without limitation, Sections 2.5, 2.6 and 2.7 hereof, and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

3.13     Exit Interview . To ensure a clear understanding of this Agreement, Executive agrees, at the time of termination of Executive’s employment, to engage in an exit interview with the Company at a time and place designated by the Company and at the Company’s expense. Executive understands and agrees that during said exit interview, Executive may be required to confirm that he will comply with his on-going obligations under this Agreement. The Company may elect, at its option, to conduct the exit interview by telephone.

3.14     Future Employment . Executive shall disclose the existence of this Agreement to any new employer or potential new employer which offers products or services that compete with the Company’s Business if such new employment commences within two (2) years following Executive’s termination of employment with the Company. Executive consents to the Company informing any subsequent employer of Executive, or any entity which the Company in good faith believes is, or is likely to be, considering employing Executive, of the existence and terms





of this Agreement if such subsequent employment commences (or is expected to commence) within two (2) years following the Executive’s termination of employment with the Company.

3.15     Expenses . Executive will be reimbursed for reasonable professional fees that he incurs in connection with the negotiation and documentation of the employment arrangements reflected herein in an amount not to exceed $15,000, subject to applicable withholding for taxes.

3.16     Effectiveness of Agreement . This Agreement has been executed and delivered on the date set forth on the signature page below and shall automatically become effective on the Effective Date.

3.17     Section 409A . To the extent that any payments pursuant to this Agreement are subject to Section 409A, it is intended that this Agreement shall be administered in a manner that will comply with or meet an exception from Section 409A and this Agreement shall be interpreted in accordance with such intent. Any reimbursements by the Company to the Executive of any eligible expenses under this Agreement that are not excludable from the Executive’s income for Federal income tax purposes (the “ Taxable Reimbursements ”) shall be made by no later than the last day of the taxable year of the Executive following the year in which the expense was incurred. The amount of any Taxable Reimbursements and the value of any in-kind benefits to be provided to the Executive, during any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in- kind benefits to be provided, in any other taxable year of the Executive. The right to Taxable Reimbursement, or in- kind benefits, shall not be subject to liquidation or exchange for another benefit.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement this 15th day of December 2015 and it shall be automatically effective as of the Effective Date.
 
PLATFORM SPECIALTY PRODUCTS CORPORATION
By: /s/ Martin E. Franklin         
     Name: Martin E. Franklin
      Title: Chairman of the Board
 
EXECUTIVE
By: /s/ Rakesh Sachdev        
      Name: Rakesh Sachdev







EXHIBIT 10.2


PLATFORM SPECIALTY PRODUCTS CORPORATION
AMENDED AND RESTATED
2013 INCENTIVE COMPENSATION PLAN
Rakesh Sachdev
TIME AND PERFORMANCE-BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS PLATFORM SPECIALTY PRODUCTS CORPORATION TIME AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “ Agreement ”) is made and entered into as of January 5, 2016 (the “ Grant Date ”), between Platform Specialty Products Corporation, a Delaware corporation (the “ Company ”) and Rakesh Sachdev (the “ Recipient ”).
Recitals
WHEREAS, in connection with the execution of that certain Executive Employment Agreement, entered into as of January 5, 2016, by and between the Company and the Executive, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined that it is in the best interests of the Company to provide an incentive to the Recipient to provide continuous service to the Company and its Related Entities by making this grant of time and performance-based Restricted Stock Units (“ RSUs ”) representing hypothetical shares of the Company’s common stock (the “ Common Stock ”), in accordance with the terms of this Agreement; and
WHEREAS, the RSUs are granted pursuant to the Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan, as the same may be amended and/or restated from time to time (the “ Plan ”), which is incorporated herein for all purposes.
NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Agreement
1.     Grant of RSUs . Subject to the terms and conditions of this Agreement and the Plan, the Committee hereby grants to the Recipient a time and performance-based Restricted Stock Unit award (the “RSU Award ”) for a target number of Five Hundred Thousand (500,000) RSUs (the “ Target RSU Amount ”). The number of RSUs actually awarded to Recipient will be determined at the end of the performance period commencing on January 5, 2016 and ending December 31, 2018 (the “ Performance Period ”). Each RSU will be equal in value to one Share of the Common Stock of the Company.
2.     Vesting of RSUs . Subject to Sections 7, 8 and 9 of this Agreement, the RSUs shall vest and be earned as follows: (a) 250,000 RSUs on December 31, 2018, provided the Recipient remains in the Continuous Service of the Company and its Related Entities through and on such date (the “ Time Vested RSUs ”) and (b) up to 250,000 RSUs as of the last day of the Performance Period based on the satisfaction of the performance criteria set forth on Schedule 1 attached hereto and incorporated herein, provided the Recipient remains in the Continuous Service of the Company and its Related Entities through and on such last day (the “ Performance Vested RSUs ”).
3.     Payout of RSU Awards .





(a) With respect to the Time Vested RSUs, if the criteria described in Section 2 above have been met, and the terms and conditions set forth in this Agreement are fulfilled, then the Recipient’s Time Vested RSUs shall no longer be restricted as of December 31, 2018, and Shares will be transferred to the Recipient as soon as administratively practicable after December 31, 2018, but in no event later than March 15, 2019, net of applicable income and employment tax withholdings.
(b) With respect to the Performance Vested RSUs, if the Committee determines that the criteria described in Section 2(b) above have been met and certifies the extent to which those criteria have been met, and the terms and conditions set forth in this Agreement are fulfilled, then the Recipient’s actual RSUs earned with respect to the Performance Vested RSUs as determined under Sections 2, 8 or 9 and Schedule 1, as applicable, shall no longer be restricted and Shares will be transferred to the Recipient as soon as administratively practicable after the end of the Performance Period, but in no event later than March 15 of the calendar year immediately following the calendar year during which the Performance Period ends, net of applicable income and employment tax withholdings.
4.     Transferability . The RSUs awarded hereunder are not transferable otherwise than by will or under the applicable laws of descent and distribution, and the terms of this Agreement shall be binding upon the executors, administrators, heirs, successors, and assigns of the Recipient. Any attempt to effect a Transfer of any RSUs shall be void ab initio. For purposes of this Agreement, “ Transfer ” shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment.
5.     Custody of RSUs . The RSUs subject hereto shall be held in a restricted book entry account in the name of the Recipient. Upon completion of the Performance Period, Shares issued pursuant to Section 3 above shall be released into an unrestricted book entry account; provided , however , that a portion of such Shares may be surrendered in payment of taxes in accordance with Section 11 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of such taxes.
6.     Hypothetical Nature of RSUs . The Recipient shall not have any rights, benefits, or entitlements with respect to the Shares corresponding to the RSUs unless and until those Shares are delivered to the Recipient (and thus shall have no voting rights, or rights to receive any dividend declared, before those Shares are so delivered). On or after delivery, the Recipient shall have, with respect to the Shares delivered, all of the rights of a holder of Shares granted pursuant to the certificate of incorporation and other governing instruments of the Company, or as otherwise available at law.
7.     Termination of Continuous Service . Except as set forth in Section 8 below, if the Recipient’s Continuous Service is terminated for any reason prior to the end of the Performance Period, then any and all RSUs granted hereunder shall be forfeited immediately upon such termination of Continuous Service and revert back to the Company without any payment to the holder thereof. The Committee shall have the power and authority to enforce on behalf of the Company any rights of the Company under this Agreement in the event of the forfeiture of RSUs pursuant to this Section 7.
8.     Termination of Continuous Service due to Death, Disability, by the Company Without Cause or by the Recipient for Good Reason . Notwithstanding Section 7 or anything to the contrary herein, if the Recipient’s Continuous Service is terminated by the Company and its Related Entities due to the Recipient’s death, Disability, by the Company without Cause or by the Recipient for Good Reason, then (a) the Time Vested RSUs shall immediately become fully vested as of the date of such termination of Recipient’s Continuous Service, and (b) the Performance Vested RSUs shall vest on a pro rata basis by multiplying 250,000 by a fraction (i) the numerator of which is the number of days elapsed from the Effective Date to the date of termination and (ii) the denominator of which is 1,092.
9.     Change in Control . Notwithstanding Section 7 or anything to the contrary herein, in the event of a Change in Control of the Company during the Performance Period and prior to the termination of the Recipient’s Continuous Service with the Company and its Related Entities, if this Agreement and the RSUs granted hereunder are not assumed or substituted by the purchaser in the Change in Control transaction, then the RSUs shall become immediately vested.





10.     Section 409A . Payments made pursuant to the Plan and this Agreement are intended to comply with or qualify for an exemption from Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSU Awards are made in a manner that complies with Section 409A (including, without limitation, the avoidance of penalties thereunder), provided , however , that the Company makes no representations that the RSU Awards will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU Award.
Notwithstanding anything to the contrary in this Agreement or the Plan, if the Recipient is a “ Specified Employee ” (as defined below) then the delivery of Shares otherwise required to be made under this Agreement on account of the termination of the Recipient’s Continuous Service shall be made within thirty (30) days after the sixth (6 th ) month anniversary of the date of the termination of the Recipient’s Continuous Service or, if earlier, the date of the Recipient’s death if such deferral is required to comply with Section 409A of the Code. For purposes of this Agreement, a “ Specified Employee ” shall mean any individual who, at the time of his or her separation from Continuous Service with the Company and its Related Entities, is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company or any Related Entity, so long as the stock of the Company is publicly traded on an established securities market or otherwise as of the date of separation.
For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Recipient is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
11.     Taxes .
(a)    The Recipient shall be liable for any and all taxes, including withholding taxes and fringe benefit tax or such other taxes that the Recipient’s employer (the “ Employer ”) is legally allowed or permitted to recover from the Recipient, arising out of this grant or the issuance of Shares hereunder. In the event that the Company or the Employer is liable for taxes that are legally permitted to be recovered from the Recipient or is required to withhold taxes as a result of the grant of RSUs or the issuance or subsequent sale of Shares acquired pursuant to such RSUs, the Recipient shall surrender a sufficient number of whole Shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of Shares that Recipient acquires as necessary to cover all applicable required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) and required social security contributions at the time the Shares subject to the RSUs are issued. The Recipient will receive a cash refund for any fraction of a surrendered Share or Shares in excess of any required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax), and required social security contributions. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Recipient authorizes the Company, the Employer, and the Related Entities, which are qualified to deduct tax at source, to deduct from the Recipient’s compensation all applicable required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) and social security contributions. The Recipient agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law.
(b)    In accepting the RSU Award, the Recipient consents and agrees that in the event the RSU Award becomes subject to an employer tax that is legally permitted to be recovered from the Recipient, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Recipient’s Continuous Service is continuing at the time such tax becomes recoverable, the Recipient will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the RSU Award. Further, by accepting the RSU Award, the Recipient agrees that the Company and/or the Employer may collect any such taxes from the Recipient by any of the means set forth in this Section 11. The Recipient further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company.





12.     Acknowledgment and Waiver . By accepting this grant of RSUs, the Recipient acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Recipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Recipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) the Recipient is participating voluntarily in the Plan; (f) RSUs, RSU grants and resulting benefits are an extraordinary item that is outside the scope of the Recipient’s employment or service contract, if any; (g) RSUs, RSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (h) this grant of RSUs will not be interpreted to form an employment contract with the Company, the Employer or any Related Entity; (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (j) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the Recipient’s Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and the Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (k) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (l) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the Continuous Service of the Company and its Related Entities for purposes of this grant of RSUs; and (m) if the Company’s stock performance is below minimum levels as set forth in this Agreement, no RSUs will be awarded and no Shares will be issued to the Recipient.
13.     Miscellaneous .
(a)    The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.
(b)    Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Recipient at his or her address then on file with the Company and its Related Entities.
(c)    The Plan is incorporated herein by reference. The Plan and this Agreement, together with each annual supplement hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company, its Related Entities and the Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Company and the Recipient. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and the Recipient under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to the Recipient, including without limitation, any agreement that imposes restrictions during or after employment regarding confidential information and proprietary developments. This Agreement is governed by the laws of the state of Delaware.
(d)    Neither this Agreement nor the grant of the RSUs hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Recipient or any other person. The RSUs subject to this Agreement represent only the Company’s unfunded and unsecured promise to





issue Shares to the Recipient in the future. To the extent that the Recipient or any other person acquires a right to receive payments from the Company pursuant to this Agreement, that right shall be no greater than the right of any unsecured general creditor of the Company.
(e)    If the Recipient has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.
(f)    The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(g)    Any capitalized terms not defined herein shall have the same meaning they have in the Plan.

COMPANY :
PLATFORM SPECIALTY PRODUCTS CORPORATION
By: /s/ Martin E. Franklin
Name: Martin E. Franklin
Title: Chairman of the Board


RECIPIENT :
/s/ Rakesh Sachdev
Rakesh Sachdev
    





EXHIBIT 99.1


Platform Specialty Products Corporation
Appoints Rakesh Sachdev as Chief Executive Officer

Brings nearly three decades of global leadership experience to the role

Mr. Sachdev to serve on Platform’s Board of Directors

WEST PALM BEACH, FL., Dec. 16, 2015 -- Platform Specialty Products Corporation (NYSE:PAH) ("Platform"), a global specialty chemicals company, announced today that its Board of Directors has appointed Rakesh Sachdev as its new Chief Executive Officer. Mr. Sachdev will join Platform effective January 5, 2016. The Board of Directors also appointed Mr. Sachdev to serve as a Director on the Platform’s Board, effective January 5, 2016. In connection with Mr. Sachdev’s appointment, Daniel H. Leever, as previously announced in October, has retired as both Chief Executive Officer and as a Director of the Board, effective immediately.
Mr. Sachdev joins Platform with more than 28 years of management experience at leading public companies having most recently served as President and Chief Executive Officer of Sigma-Aldrich since 2010 through its recent acquisition by Merck KGaA. His previous positions at Sigma Aldrich included Vice President and Chief Financial Officer as well as Chief Administrative Officer. Earlier in his career, Mr. Sachdev held numerous senior management positions at ArvinMeritor, Inc. and Cummins Inc. Mr. Sachdev is currently a director of Regal-Beloit Corporation, Edgewell Personal Care Company, and the Federal Reserve Bank of St. Louis. He also serves on the Board of Trustees of Washington University in St. Louis. Mr. Sachdev earned his M.B.A. from Indiana University, holds a Masters in Mechanical Engineering from the University of Illinois, and earned his Bachelor’s degree in Mechanical Engineering from the Indian Institute of Technology in New Delhi. 
Platform’s Chairman, Martin E. Franklin, commented, "Rakesh’s deep leadership, strategy and execution experience are precisely the strengths Platform was looking for in its next chief executive. He is the right leader at this stage of Platform’s growth. We are highly confident in Rakesh’s ability to lead Platform as it continues towards its goal of becoming a best-in-class global, diversified specialty chemicals company. I look forward to working closely with Rakesh in the coming years.”
“I am honored to be joining Platform at such an exciting time,” added Mr. Sachdev. “There are immense opportunities ahead, both in the short term with the integrations of the recently completed acquisitions, and in the long term to build and broaden Platform’s businesses. We have some work in front of us to fully realize the value potential of the company, but I believe we are building the right team in place to succeed,” Mr. Sachdev continued.
About Platform
Platform is a global, diversified producer of high-technology specialty chemicals and a provider of technical services. The business involves the formulation of a broad range of solutions-oriented specialty chemicals, which are sold into multiple industries, including agrochemical, animal health, electronics, graphic arts, plating, and offshore oil production and drilling. More information on Platform is available at www.platformspecialtyproducts.com .






Forward-looking Statements
This press release contains forward-looking statements, including, but not limited to, the appointment of Platform’s new Chief Executive Officer and the retirement of Platform’s current Chief Executive Officer. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, market and other general economic conditions, Platform's perception of future availability of equity or debt financing needed to fund its growing business, Platform's ability to identify, hire and retain executives and other employees with sufficient expertise, Platform's assessment of its internal control over financial reporting, the impact of commodities and currencies and Platform's ability to manage its risk in these areas, future capital expenditures, indebtedness, leverage, dividend policy, and the risk factors set forth in the periodic reports and other documents filed by Platform with the Securities and Exchange Commission, including Platform's annual report on Form 10-K for the fiscal year ended December 31, 2014 and quarterly reports on Form 10-Q for the fiscal quarters ended June 30, 2015 and September 30, 2015. These forward-looking statements are made as of the date of this press release and Platform assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ from those projected in such forward-looking statements.

CONTACT: Investor Relations Contact:

Carey Dorman
Director - Corporate Development
Platform Specialty Products Corporation
1-561-406-8465

Media Contacts:

Liz Cohen
Weber Shandwick
1-212-445-8044

Kelly Clausen
Weber Shandwick
1-212-445-8368