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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-4845564
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(State or other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large Accelerated Filer
o
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Accelerated Filer
o
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Non-Accelerated Filer
x
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Smaller reporting company
o
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Page
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Item 1.
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INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
|
Three Months Ended
|
|
Six Months Ended
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||||||||||||
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June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,508
|
|
|
$
|
1,682
|
|
|
$
|
2,871
|
|
|
$
|
3,251
|
|
Cost of goods sold
|
1,282
|
|
|
1,311
|
|
|
2,393
|
|
|
2,551
|
|
||||
Gross profit
|
226
|
|
|
371
|
|
|
478
|
|
|
700
|
|
||||
Selling, general and administrative expense
|
157
|
|
|
183
|
|
|
324
|
|
|
356
|
|
||||
Research and development expense
|
27
|
|
|
40
|
|
|
50
|
|
|
77
|
|
||||
Employee separation and asset related charges, net
|
61
|
|
|
20
|
|
|
61
|
|
|
21
|
|
||||
Total expenses
|
245
|
|
|
243
|
|
|
435
|
|
|
454
|
|
||||
Equity in earnings of affiliates
|
8
|
|
|
7
|
|
|
11
|
|
|
12
|
|
||||
Interest expense
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
||||
Other income, net
|
21
|
|
|
20
|
|
|
14
|
|
|
29
|
|
||||
(Loss) income before income taxes
|
(18
|
)
|
|
155
|
|
|
40
|
|
|
287
|
|
||||
Provision for income taxes
|
—
|
|
|
39
|
|
|
15
|
|
|
73
|
|
||||
Net (loss) income
|
(18
|
)
|
|
116
|
|
|
25
|
|
|
214
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income attributable to Chemours
|
$
|
(18
|
)
|
|
$
|
116
|
|
|
$
|
25
|
|
|
$
|
214
|
|
|
|
|
|
|
|
|
|
||||||||
Per share data
|
|
|
|
|
|
|
|
||||||||
Pro forma basic and diluted (loss) earnings per share
1
|
$
|
(0.10
|
)
|
|
$
|
0.64
|
|
|
$
|
0.14
|
|
|
$
|
1.18
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
||||||||||||
Net (loss) income
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
155
|
|
|
$
|
(39
|
)
|
|
$
|
116
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative translation adjustments
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Effect of foreign exchange rates
|
(9
|
)
|
|
2
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassifications to net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of loss
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net
|
(5
|
)
|
|
2
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss
|
(33
|
)
|
|
2
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive (loss) income
|
(51
|
)
|
|
2
|
|
|
(49
|
)
|
|
155
|
|
|
(39
|
)
|
|
116
|
|
||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive (loss) income attributable to Chemours
|
$
|
(51
|
)
|
|
$
|
2
|
|
|
$
|
(49
|
)
|
|
$
|
155
|
|
|
$
|
(39
|
)
|
|
$
|
116
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
|
Pre-Tax
|
|
Tax
|
|
After-Tax
|
||||||||||||
Net income
|
$
|
40
|
|
|
$
|
(15
|
)
|
|
$
|
25
|
|
|
$
|
287
|
|
|
$
|
(73
|
)
|
|
$
|
214
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative translation adjustments
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Effect of foreign exchange rates
|
23
|
|
|
(6
|
)
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassifications to net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of loss
|
7
|
|
|
(1
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit plans, net
|
35
|
|
|
(8
|
)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss
|
(199
|
)
|
|
(8
|
)
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive (loss) income
|
(159
|
)
|
|
(23
|
)
|
|
(182
|
)
|
|
287
|
|
|
(73
|
)
|
|
214
|
|
||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive (loss) income attributable to Chemours
|
$
|
(159
|
)
|
|
$
|
(23
|
)
|
|
$
|
(182
|
)
|
|
$
|
287
|
|
|
$
|
(73
|
)
|
|
$
|
214
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
||||
Cash
|
$
|
247
|
|
|
$
|
—
|
|
Accounts and notes receivable - trade, net
|
1,038
|
|
|
846
|
|
||
Inventories
|
1,054
|
|
|
1,052
|
|
||
Prepaid expenses and other
|
105
|
|
|
43
|
|
||
Deferred income taxes
|
39
|
|
|
21
|
|
||
Total current assets
|
2,483
|
|
|
1,962
|
|
||
Property, plant and equipment
|
9,435
|
|
|
9,282
|
|
||
Less: Accumulated depreciation
|
(6,057
|
)
|
|
(5,974
|
)
|
||
Net property, plant and equipment
|
3,378
|
|
|
3,308
|
|
||
Goodwill
|
196
|
|
|
198
|
|
||
Intangible assets, net
|
12
|
|
|
11
|
|
||
Investments in affiliates
|
145
|
|
|
124
|
|
||
Other assets
|
471
|
|
|
375
|
|
||
Total assets
|
$
|
6,685
|
|
|
$
|
5,978
|
|
Liabilities and DuPont Company Net Investment
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
919
|
|
|
$
|
1,046
|
|
Current maturities of long-term debt
|
16
|
|
|
—
|
|
||
Deferred income taxes
|
26
|
|
|
9
|
|
||
Dividend payable
|
100
|
|
|
—
|
|
||
Other accrued liabilities
|
380
|
|
|
352
|
|
||
Total current liabilities
|
1,441
|
|
|
1,407
|
|
||
Long-term debt
|
3,927
|
|
|
—
|
|
||
Other liabilities
|
485
|
|
|
464
|
|
||
Deferred income taxes
|
427
|
|
|
434
|
|
||
Total liabilities
|
6,280
|
|
|
2,305
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
DuPont Company Net Investment
|
|
|
|
|
|
||
DuPont Company Net Investment
|
836
|
|
|
3,650
|
|
||
Accumulated other comprehensive (loss) income
|
(435
|
)
|
|
19
|
|
||
Total DuPont Company Net Investment
|
401
|
|
|
3,669
|
|
||
Noncontrolling interests
|
4
|
|
|
4
|
|
||
Total DuPont Company Net Investment and noncontrolling interests
|
405
|
|
|
3,673
|
|
||
Total liabilities, DuPont Company Net Investment and noncontrolling interests
|
$
|
6,685
|
|
|
$
|
5,978
|
|
|
|
DuPont Company Net Investment
|
|
Accumulated other comprehensive income (loss)
|
|
Noncontrolling Interests
|
|
Total
|
||||||||
Balance at January 1, 2014
|
|
$
|
3,195
|
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
3,217
|
|
Net income
|
|
214
|
|
|
—
|
|
|
—
|
|
|
214
|
|
||||
Net transfers from DuPont
|
|
431
|
|
|
—
|
|
|
—
|
|
|
431
|
|
||||
Balance at June 30, 2014
|
|
$
|
3,840
|
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
3,862
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at January 1, 2015
|
|
$
|
3,650
|
|
|
$
|
19
|
|
|
$
|
4
|
|
|
$
|
3,673
|
|
Net income
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Establishment of pension plans, net and related accumulated other comprehensive income (loss)
|
|
357
|
|
|
(247
|
)
|
|
—
|
|
|
110
|
|
||||
Foreign currency translation adjustment
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
||||
Pension, net of tax benefit of $8
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||
Dividend declared
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||
Non-cash debt exchange
|
|
(507
|
)
|
|
—
|
|
|
—
|
|
|
(507
|
)
|
||||
Cash provided at separation by DuPont
|
|
247
|
|
|
—
|
|
|
—
|
|
|
247
|
|
||||
Net transfers to DuPont
|
|
(2,836
|
)
|
|
—
|
|
|
—
|
|
|
(2,836
|
)
|
||||
Balance at June 30, 2015
|
|
$
|
836
|
|
|
$
|
(435
|
)
|
|
$
|
4
|
|
|
$
|
405
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
25
|
|
|
$
|
214
|
|
Adjustments to reconcile net income to cash used for operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
131
|
|
|
128
|
|
||
Other operating charges and credits, net
|
27
|
|
|
(1
|
)
|
||
Equity in earnings of affiliates, net of dividends received of $0 and $1
|
(11
|
)
|
|
(11
|
)
|
||
Deferred tax benefit
|
(31
|
)
|
|
(8
|
)
|
||
Increase in operating assets:
|
|
|
|
||||
Accounts and notes receivable - trade, net
|
(205
|
)
|
|
(197
|
)
|
||
Inventories and other operating assets
|
(68
|
)
|
|
(25
|
)
|
||
Decrease in operating liabilities:
|
|
|
|
||||
Accounts payable and other operating liabilities
|
(101
|
)
|
|
(329
|
)
|
||
Cash used for operating activities
|
(233
|
)
|
|
(229
|
)
|
||
Investing activities
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(287
|
)
|
|
(231
|
)
|
||
Proceeds from sales of assets, net
|
8
|
|
|
29
|
|
||
Foreign exchange contract settlements
|
(12
|
)
|
|
—
|
|
||
Investment in affiliates
|
(32
|
)
|
|
—
|
|
||
Cash used for investing activities
|
(323
|
)
|
|
(202
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Proceeds from issuance of debt, net
|
3,490
|
|
|
—
|
|
||
Debt issuance costs
|
(77
|
)
|
|
—
|
|
||
Cash provided at separation by DuPont
|
247
|
|
|
—
|
|
||
Net transfers (to) from DuPont
|
(2,857
|
)
|
|
431
|
|
||
Cash provided by financing activities
|
803
|
|
|
431
|
|
||
Increase in cash
|
$
|
247
|
|
|
$
|
—
|
|
Cash at beginning of period
|
—
|
|
|
—
|
|
||
Cash at end of period
|
$
|
247
|
|
|
$
|
—
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Change in property, plant and equipment included in accounts payable
|
$
|
(35
|
)
|
|
$
|
8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||||||
Net (loss) income attributable to Chemours (as reported)
|
$
|
(18
|
)
|
|
$
|
116
|
|
|
$
|
25
|
|
|
$
|
214
|
|
|
Historical pro forma earnings per share data
|
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share attributable to Chemours
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
(0.10
|
)
|
|
0.64
|
|
1
|
0.14
|
|
|
1.18
|
|
1
|
||||
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
180,996,833
|
|
|
180,996,833
|
|
|
180,996,833
|
|
|
180,996,833
|
|
|
Selling Segment
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Titanium Technologies
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Fluoroproducts
|
16
|
|
|
12
|
|
|
34
|
|
|
24
|
|
||||
Chemical Solutions
|
11
|
|
|
22
|
|
|
21
|
|
|
41
|
|
||||
Total
|
$
|
28
|
|
|
$
|
34
|
|
|
$
|
57
|
|
|
$
|
65
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Selling, general and administrative expense
|
$
|
100
|
|
|
$
|
110
|
|
|
$
|
205
|
|
|
$
|
213
|
|
Research and development expense
|
6
|
|
|
13
|
|
|
10
|
|
|
27
|
|
||||
Cost of goods sold
|
10
|
|
|
8
|
|
|
23
|
|
|
17
|
|
||||
Total
|
$
|
116
|
|
|
$
|
131
|
|
|
$
|
238
|
|
|
$
|
257
|
|
|
|
Three and Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
2015 Restructuring Plan
|
|
|
|
|
||||
Titanium Technologies
|
|
$
|
23
|
|
|
$
|
—
|
|
Fluoroproducts
|
|
25
|
|
|
—
|
|
||
Chemical Solutions
|
|
13
|
|
|
—
|
|
||
Total
|
|
$
|
61
|
|
1
|
$
|
—
|
|
|
|
|
|
|
||||
2014 Restructuring Plan
|
|
|
|
|
||||
Titanium Technologies
|
|
$
|
—
|
|
|
$
|
3
|
|
Fluoroproducts
|
|
—
|
|
|
16
|
|
||
Total
|
|
$
|
—
|
|
|
$
|
19
|
|
|
Employee Separation Costs
|
||||||
|
2015 Restructuring Plan
|
|
2014 Restructuring Plan
|
||||
Balance as of December 31, 2014
|
$
|
—
|
|
|
$
|
12
|
|
Charges to income for the six months ended June 30, 2015
|
61
|
|
|
—
|
|
||
Charges to liability accounts:
|
|
|
|
||||
Payments
1
|
(8
|
)
|
|
(9
|
)
|
||
Net currency translation adjustment
|
—
|
|
|
—
|
|
||
Balance as of June 30, 2015
|
$
|
53
|
|
|
$
|
3
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Leasing, contract services and miscellaneous income
1
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Royalty income
2
|
2
|
|
|
4
|
|
|
7
|
|
|
9
|
|
||||
Gain on sale of assets and businesses
3
|
—
|
|
|
9
|
|
|
—
|
|
|
11
|
|
||||
Exchange gains (losses), net
4
|
19
|
|
|
5
|
|
|
3
|
|
|
4
|
|
||||
Total other income, net
|
$
|
21
|
|
|
$
|
20
|
|
|
$
|
14
|
|
|
$
|
29
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Accounts receivable—trade, net
1
|
|
$
|
896
|
|
|
$
|
746
|
|
VAT, GST and other taxes
2
|
|
86
|
|
|
62
|
|
||
Advances and deposits
|
|
14
|
|
|
15
|
|
||
Leases receivable—current
|
|
12
|
|
|
12
|
|
||
Notes receivable—trade
3
|
|
30
|
|
|
11
|
|
||
Total
|
|
$
|
1,038
|
|
|
$
|
846
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Finished products
|
$
|
703
|
|
|
$
|
611
|
|
Semi-finished products
|
160
|
|
|
173
|
|
||
Raw materials, stores and supplies
|
437
|
|
|
521
|
|
||
Subtotal
|
1,300
|
|
|
1,305
|
|
||
Adjustment of inventories to a last-in, first-out (LIFO) basis
|
(246
|
)
|
|
(253
|
)
|
||
Total
|
$
|
1,054
|
|
|
$
|
1,052
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Customer lists
|
$
|
19
|
|
|
$
|
(17
|
)
|
|
$
|
2
|
|
|
$
|
19
|
|
|
$
|
(16
|
)
|
|
$
|
3
|
|
Patents
|
20
|
|
|
(17
|
)
|
|
3
|
|
|
20
|
|
|
(16
|
)
|
|
4
|
|
||||||
Purchased trademarks
|
18
|
|
|
(14
|
)
|
|
4
|
|
|
18
|
|
|
(14
|
)
|
|
4
|
|
||||||
Purchased and licensed technology
|
20
|
|
|
(17
|
)
|
|
3
|
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
||||||
Total
|
$
|
77
|
|
|
$
|
(65
|
)
|
|
$
|
12
|
|
|
$
|
74
|
|
|
$
|
(63
|
)
|
|
$
|
11
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Leases receivable - non-current
1
|
|
$
|
131
|
|
|
$
|
137
|
|
Capitalized repair and maintenance costs
|
|
149
|
|
|
185
|
|
||
Pension assets
2
|
|
115
|
|
|
—
|
|
||
Advances and deposits
|
|
14
|
|
|
17
|
|
||
Deferred income taxes - non-current
|
|
23
|
|
|
9
|
|
||
Miscellaneous
3
|
|
39
|
|
|
27
|
|
||
Total
|
|
$
|
471
|
|
|
$
|
375
|
|
|
|
June 30, 2015
|
||
Long-term debt:
|
|
|
||
Senior secured term loan, net of issue discount
|
|
$
|
1,493
|
|
Senior unsecured notes:
|
|
|
||
6.625%, due May 2023
|
|
1,350
|
|
|
7.00%, due May 2025
|
|
750
|
|
|
6.125%, due May 2023 (€360)
|
|
403
|
|
|
Other
|
|
3
|
|
|
Total
|
|
3,999
|
|
|
Less: Unamortized debt issuance costs
|
|
56
|
|
|
Less: Current maturities
|
|
16
|
|
|
Total long-term debt
|
|
$
|
3,927
|
|
|
|
Fair Value Using Level 2 Inputs
|
||||||
|
Balance Sheet Location
|
June 30, 2015
|
|
December 31, 2014
|
||||
Asset derivatives:
|
|
|
|
|
||||
Non-functional currency contracts
|
Accounts and notes receivable - trade, net
|
$
|
13
|
|
|
$
|
—
|
|
Total asset derivatives
|
|
$
|
13
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Liability derivatives
|
|
|
|
|
||||
Non-functional currency contracts
|
Other accrued liabilities
|
$
|
1
|
|
|
$
|
—
|
|
Total liability derivatives
|
|
$
|
1
|
|
|
$
|
—
|
|
|
Amount of Gain Recognized in Statements of Operations
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Non-functional currency contracts
1
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Plan Name
|
|
EIN / Pension Number
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
DuPont Pension and Retirement Plan (U.S.)
|
|
51-0014090/001
|
|
$
|
24
|
|
|
$
|
12
|
|
|
$
|
48
|
|
|
$
|
25
|
|
All other U.S. and non-U.S. Plans
|
|
|
|
2
|
|
|
—
|
|
|
5
|
|
|
3
|
|
Pension Benefits
|
|
June 30, 2015
|
||
Net loss
|
|
$
|
283
|
|
Prior service cost
|
|
9
|
|
|
Total amount recognized in accumulated other comprehensive (loss) income
|
|
$
|
292
|
|
Pension Benefits
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||||
Components of net periodic pension cost:
|
|
|
|
|
||||
Net periodic benefit (credit) cost:
|
|
|
|
|
||||
Service cost
|
|
$
|
3
|
|
|
$
|
6
|
|
Interest cost
|
|
4
|
|
|
9
|
|
||
Expected return on plan assets
|
|
(20
|
)
|
|
(41
|
)
|
||
Amortization of loss
|
|
3
|
|
|
7
|
|
||
Amortization of prior service cost
|
|
1
|
|
|
2
|
|
||
Net periodic benefit (credit) cost
|
|
$
|
(9
|
)
|
|
$
|
(17
|
)
|
Weighted average assumptions used to determine benefit obligations as of January 1, 2015 and benefit cost for the six months ended June 30, 2015
|
|
Pension Benefits
|
|||
Discount rate
|
|
2
|
%
|
||
Expected return on plan assets
|
|
7
|
%
|
||
Rate of compensation increase
1
|
|
4
|
%
|
|
January 1, 2015
|
|
U.S. equity securities
|
22
|
%
|
Non-U.S.equity securities
|
20
|
%
|
Fixed income securities
|
58
|
%
|
Total
|
100
|
%
|
|
|
||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
Asset Category:
|
|
|
|
|
|
||||||
Debt - government issued
|
$
|
523
|
|
|
$
|
—
|
|
|
$
|
523
|
|
Debt - corporate issued
|
136
|
|
|
43
|
|
|
93
|
|
|||
Debt - asset backed
|
35
|
|
|
—
|
|
|
35
|
|
|||
U.S. and non U.S. equities
|
486
|
|
|
—
|
|
|
486
|
|
|||
Derivatives - asset position
|
33
|
|
|
—
|
|
|
33
|
|
|||
Derivatives - liability position
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||
|
1,201
|
|
|
$
|
43
|
|
|
$
|
1,158
|
|
|
Pension trust payables
1
|
(17
|
)
|
|
|
|
|
|||||
Total
|
$
|
1,184
|
|
|
|
|
|
Year ended December 31,
|
|
Benefits
|
|||
Remainder of 2015
|
|
$
|
19
|
|
|
2016
|
|
39
|
|
||
2017
|
|
40
|
|
||
2018
|
|
41
|
|
||
2019
|
|
42
|
|
||
2020-2024
|
|
218
|
|
Three Months Ended June 30,
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Corporate and Other
|
|
Total
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
642
|
|
|
$
|
588
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
1,508
|
|
Less: Transfers
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net sales
|
$
|
642
|
|
|
$
|
588
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
1,508
|
|
Adjusted EBITDA
|
95
|
|
|
66
|
|
|
7
|
|
|
(41
|
)
|
|
$
|
127
|
|
||||
Depreciation and amortization
|
32
|
|
|
21
|
|
|
14
|
|
|
—
|
|
|
67
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
788
|
|
|
$
|
601
|
|
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
1,684
|
|
Less: Transfers
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net sales
|
$
|
786
|
|
|
$
|
601
|
|
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
1,682
|
|
Adjusted EBITDA
|
210
|
|
|
77
|
|
|
8
|
|
|
(60
|
)
|
|
235
|
|
|||||
Depreciation and amortization
|
31
|
|
|
21
|
|
|
12
|
|
|
—
|
|
|
64
|
|
Six Months Ended June 30,
|
Titanium Technologies
|
|
Fluoroproducts
|
|
Chemical Solutions
|
|
Corporate and Other
|
|
Total
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
1,188
|
|
|
$
|
1,140
|
|
|
$
|
544
|
|
|
$
|
—
|
|
|
$
|
2,872
|
|
Less: Transfers
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net sales
|
$
|
1,187
|
|
|
$
|
1,140
|
|
|
$
|
544
|
|
|
$
|
—
|
|
|
$
|
2,871
|
|
Adjusted EBITDA
|
194
|
|
|
147
|
|
|
10
|
|
|
(79
|
)
|
|
272
|
|
|||||
Depreciation and amortization
|
63
|
|
|
42
|
|
|
26
|
|
|
—
|
|
|
131
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
1,499
|
|
|
$
|
1,180
|
|
|
$
|
576
|
|
|
$
|
—
|
|
|
$
|
3,255
|
|
Less: Transfers
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Net sales
|
$
|
1,495
|
|
|
$
|
1,180
|
|
|
$
|
576
|
|
|
$
|
—
|
|
|
$
|
3,251
|
|
Adjusted EBITDA
|
390
|
|
|
151
|
|
|
15
|
|
|
(120
|
)
|
|
436
|
|
|||||
Depreciation and amortization
|
61
|
|
|
43
|
|
|
24
|
|
|
—
|
|
|
128
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Total segment adjusted EBITDA
|
$
|
127
|
|
|
$
|
235
|
|
|
$
|
272
|
|
|
$
|
436
|
|
Interest
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
||||
Depreciation and amortization
|
(67
|
)
|
|
(64
|
)
|
|
(131
|
)
|
|
(128
|
)
|
||||
Non-operating pension and other postretirement employee benefit costs
|
(8
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|
(15
|
)
|
||||
Exchange gains (losses)
|
19
|
|
|
5
|
|
|
3
|
|
|
4
|
|
||||
Restructuring charges
|
(61
|
)
|
|
(20
|
)
|
|
(61
|
)
|
|
(21
|
)
|
||||
Gains (losses) on sale of business or assets
|
—
|
|
|
9
|
|
|
—
|
|
|
11
|
|
||||
(Loss) income before income taxes
|
$
|
(18
|
)
|
|
$
|
155
|
|
|
$
|
40
|
|
|
$
|
287
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Fluctuations in energy and raw material prices;
|
•
|
Failure to develop and market new products and optimally manage product life cycles;
|
•
|
Difficulty fulfilling our obligations under our indebtedness;
|
•
|
Uncertainty regarding the availability of financing to us in the future, including access to our revolving credit facilities, and the terms of such financing;
|
•
|
Significant litigation and environmental matters;
|
•
|
Failure to appropriately manage process safety and product stewardship issues;
|
•
|
Changes in laws and regulations or political conditions;
|
•
|
Global economic and capital markets conditions, such as inflation, interest and currency exchange rates, and commodity prices, as well as regulatory requirements;
|
•
|
Business or supply disruptions;
|
•
|
Security threats, such as acts of sabotage, terrorism or war, weather events and natural disasters;
|
•
|
Ability to protect, defend and enforce Chemours’ intellectual property rights;
|
•
|
Increased competition;
|
•
|
Increasing consolidation of our core customers;
|
•
|
Changes in relationships with our significant customers and suppliers;
|
•
|
Unanticipated expenses such as litigation or legal settlement expenses;
|
•
|
Unanticipated business disruptions;
|
•
|
Our ability to predict, identify and interpret changes in consumer preference and demand;
|
•
|
Our ability to realize the expected benefits of the separation;
|
•
|
Our ability to complete proposed divestitures or acquisitions and our ability to realize the expected benefits of acquisitions if they are completed;
|
•
|
Our ability to deliver cost savings as anticipated, whether or not on the timelines proposed; and,
|
•
|
Our ability to pay or the amount of any dividend; and,
|
•
|
Disruptions in our information technology networks and systems.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,508
|
|
|
$
|
1,682
|
|
|
$
|
2,871
|
|
|
$
|
3,251
|
|
Cost of goods sold
|
1,282
|
|
|
1,311
|
|
|
2,393
|
|
|
2,551
|
|
||||
Gross profit
|
226
|
|
|
371
|
|
|
478
|
|
|
700
|
|
||||
Selling, general and administrative expense
|
157
|
|
|
183
|
|
|
324
|
|
|
356
|
|
||||
Research and development expense
|
27
|
|
|
40
|
|
|
50
|
|
|
77
|
|
||||
Employee separation and asset related charges, net
|
61
|
|
|
20
|
|
|
61
|
|
|
21
|
|
||||
Total expenses
|
245
|
|
|
243
|
|
|
435
|
|
|
454
|
|
||||
Equity in earnings of affiliates
|
8
|
|
|
7
|
|
|
11
|
|
|
12
|
|
||||
Interest expense
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
||||
Other income, net
|
21
|
|
|
20
|
|
|
14
|
|
|
29
|
|
||||
(Loss) income before income taxes
|
(18
|
)
|
|
155
|
|
|
40
|
|
|
287
|
|
||||
Provision for (benefit from) income taxes
|
—
|
|
|
39
|
|
|
15
|
|
|
73
|
|
||||
Net (loss) income
|
(18
|
)
|
|
116
|
|
|
25
|
|
|
214
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income attributable to Chemours
|
$
|
(18
|
)
|
|
$
|
116
|
|
|
$
|
25
|
|
|
$
|
214
|
|
|
|
|
|
|
Percentage change due to:
|
|||||||||||||
(Dollars in millions)
|
2015 Net Sales
|
|
Percentage Change vs 2014
|
|
Local Price
|
|
Currency Effect
|
|
Volume
|
|
Portfolio/Other
|
|||||||
Worldwide
|
$
|
1,508
|
|
|
(10
|
)%
|
|
(5
|
)%
|
|
(4
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
|
|
|
|
|
Percentage change due to:
|
|||||||||||||
(Dollars in millions)
|
2015 Net Sales
|
|
Percentage Change vs 2014
|
|
Local Price
|
|
Currency Effect
|
|
Volume
|
|
Portfolio/Other
|
|||||||
Worldwide
|
$
|
2,871
|
|
|
(12
|
)%
|
|
(5
|
)%
|
|
(3
|
)%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,508
|
|
|
$
|
1,682
|
|
|
$
|
2,871
|
|
|
$
|
3,251
|
|
COGS
|
1,282
|
|
|
1,311
|
|
|
2,393
|
|
|
2,551
|
|
||||
COGS as a percent of net sales
|
85
|
%
|
|
78
|
%
|
|
83
|
%
|
|
78
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,508
|
|
|
$
|
1,682
|
|
|
$
|
2,871
|
|
|
$
|
3,251
|
|
Research and development expense
|
27
|
|
|
40
|
|
|
50
|
|
|
77
|
|
||||
Research and development expense as a percent of net sales
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
For the three months ended
June 30,
|
|
For the six months ended
June 30,
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Sales
|
|
$
|
642
|
|
|
$
|
786
|
|
|
$
|
1,187
|
|
|
$
|
1,495
|
|
Adjusted EBITDA
|
|
95
|
|
|
210
|
|
|
194
|
|
|
390
|
|
||||
Adjusted EBITDA Margin
|
|
15
|
%
|
|
27
|
%
|
|
16
|
%
|
|
26
|
%
|
Change in segment sales from prior period
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||
Price
|
|
(11
|
)%
|
|
(10
|
)%
|
Volume
|
|
(2
|
)%
|
|
(6
|
)%
|
Currency
|
|
(5
|
)%
|
|
(5
|
)%
|
Portfolio / Other
|
|
—
|
%
|
|
—
|
%
|
Total Change
|
|
(18
|
)%
|
|
(21
|
)%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Sales
|
|
$
|
588
|
|
|
$
|
601
|
|
|
$
|
1,140
|
|
|
$
|
1,180
|
|
Adjusted EBITDA
|
|
66
|
|
|
77
|
|
|
147
|
|
|
151
|
|
||||
Adjusted EBITDA Margin
|
|
11
|
%
|
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Change in segment sales from prior period
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||
Price
|
|
2
|
%
|
|
1
|
%
|
Volume
|
|
1
|
%
|
|
1
|
%
|
Currency
|
|
(4
|
)%
|
|
(4
|
)%
|
Portfolio / Other
|
|
(1
|
)%
|
|
(1
|
)%
|
Total Change
|
|
(2
|
)%
|
|
(3
|
)%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Sales
|
|
$
|
278
|
|
|
$
|
295
|
|
|
$
|
544
|
|
|
$
|
576
|
|
Adjusted EBITDA
|
|
7
|
|
|
8
|
|
|
10
|
|
|
15
|
|
||||
Adjusted EBITDA Margin
|
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
|
3
|
%
|
Change in segment sales from prior period
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||
Price
|
|
(7
|
)%
|
|
(4
|
)%
|
Volume
|
|
2
|
%
|
|
—
|
%
|
Currency
|
|
(1
|
)%
|
|
(2
|
)%
|
Portfolio / Other
|
|
—
|
%
|
|
—
|
%
|
Total Change
|
|
(6
|
)%
|
|
(6
|
)%
|
|
|
Six Months Ended June 30,
|
||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Cash used for operating activities
|
|
$
|
(233
|
)
|
|
$
|
(229
|
)
|
Cash used for investing activities
|
|
(323
|
)
|
|
(202
|
)
|
||
Cash provided by financing activities
|
|
803
|
|
|
431
|
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Cash
|
|
$
|
247
|
|
|
$
|
—
|
|
Accounts and notes receivable - trade, net
|
|
1,038
|
|
|
846
|
|
||
Inventories
|
|
1,054
|
|
|
1,052
|
|
||
Prepaid expenses and other
|
|
105
|
|
|
43
|
|
||
Deferred income taxes
|
|
39
|
|
|
21
|
|
||
Total current assets
|
|
$
|
2,483
|
|
|
$
|
1,962
|
|
|
|
June 30,
|
|
December 31,
|
||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Accounts payable
|
|
$
|
919
|
|
|
$
|
1,046
|
|
Current portion of long-term debt
|
|
16
|
|
|
—
|
|
||
Deferred income taxes
|
|
26
|
|
|
9
|
|
||
Dividend payable
|
|
100
|
|
|
—
|
|
||
Other accrued liabilities
|
|
380
|
|
|
352
|
|
||
Total current liabilities
|
|
$
|
1,441
|
|
|
$
|
1,407
|
|
•
|
ongoing capital expenditures, such as those required to maintain equipment reliability, the integrity and safety of our manufacturing sites and to comply with environmental regulations;
|
•
|
investments in our existing facilities to help support introduction of new products and de-bottleneck to expand capacity and grow our business; and
|
•
|
investment in projects to reduce future operating costs and enhance productivity.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Capital expenditures - ongoing and expansion
|
|
$
|
113
|
|
|
$
|
100
|
|
|
$
|
228
|
|
|
$
|
231
|
|
Capital expenditures - separation
|
|
$
|
37
|
|
|
|
|
$
|
59
|
|
|
|
||||
Capital Expenditures
|
|
$
|
150
|
|
|
$
|
100
|
|
|
$
|
287
|
|
|
$
|
231
|
|
|
|
|
|
Payments Due In
|
||||||||||||||||
(Dollars in millions)
|
|
Total at June 30, 2015
|
|
Remainder of 2015
|
|
2016 - 2017
|
|
2018 - 2019
|
|
2020 and Beyond
|
||||||||||
Long-term debt obligations
|
|
$
|
4,003
|
|
|
$
|
8
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
3,935
|
|
Interest payments on long-term debt obligations
|
|
1,790
|
|
|
112
|
|
|
446
|
|
|
443
|
|
|
789
|
|
|||||
Purchase obligations
1
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw material obligations
|
|
1,522
|
|
|
188
|
|
|
200
|
|
|
145
|
|
|
989
|
|
|||||
Utility obligations
|
|
152
|
|
|
41
|
|
|
36
|
|
|
23
|
|
|
52
|
|
|||||
Other
|
|
42
|
|
|
15
|
|
|
25
|
|
|
2
|
|
|
—
|
|
|||||
Total purchase obligations
|
|
$
|
1,716
|
|
|
$
|
244
|
|
|
$
|
261
|
|
|
$
|
170
|
|
|
$
|
1,041
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
(Dollars in millions)
|
|
June 30, 2015
|
||||||
|
|
Fair Value Asset
|
|
Fair Value Sensitivity
|
||||
Non-functional currency contracts
|
|
$
|
12
|
|
|
$
|
(107
|
)
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 6.
|
EXHIBITS
|
The CHEMOURS COMPANY
|
|
(Registrant)
|
|
|
|
Date:
|
August 6, 2015
|
|
|
|
|
By:
|
|
|
|
|
Mark E. Newman
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
(As Duly Authorized Officer and Principal Financial Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Separation Agreement by and between E. I. du Pont de Nemours and Company and the Chemours Company (incorporated by reference to Exhibit 2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
3.1
|
|
Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
3.2
|
|
Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.1
|
|
Second Amended and Restated Transition Services Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.2
|
|
Tax Matters Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.3
|
|
Employee Matters Agreement by and between E. I. du Pont de Nemours and Company and The Chemours Company (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.4
|
|
Third Amended and Restated Intellectual Property Cross-License Agreement by and among E. I. du Pont de Nemours and Company, The Chemours Company FC and The Chemours Company TT, LLC (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.5*
|
|
Offer of Employment Letter between Mark E. Newman and E. I. du Pont de Nemours and Company, dated October 14, 2014 (incorporated by reference to Exhibit 10.5 to the Company’s Amendment No. 2 to Form 10, as filed with the U.S. Securities and Exchange Commission on April 21, 2015).
|
|
|
|
10.6*
|
|
Offer of Employment Letter between Elizabeth Albright and E. I. du Pont de Nemours and Company, dated September 25, 2014 (incorporated by reference to Exhibit 10.6 to the Company’s Amendment No. 2 to Form 10, as filed with the U.S. Securities and Exchange Commission on April 21, 2015).
|
|
|
|
10.7
|
|
Indenture, dated May 12, 2015 by and among The Chemours Company, The Guarantors party thereto and U.S. Bank National Association, as Trustee, Elavon Financial Services Limited, as Registrar and Transfer Agent for the Euro Notes (incorporated by reference to Exhibit 10.7 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.8
|
|
First Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.8 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.9
|
|
Second Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.9 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.10
|
|
Third Supplemental Indenture, dated May 12, 2015, by and among The Chemours Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee, Elavon Financial Services Limited, UK Branch, as Paying Agent for the Euro notes and Elavon Financial Services Limited, as Registrar and Transfer Agent for the Euro Notes (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
Exhibit
Number
|
|
Description
|
10.11
|
|
6.625% Notes due 2023 (included in Exhibit 10.8).
|
|
|
|
10.12
|
|
7.000% Notes due 2025 (included in Exhibit 10.9).
|
|
|
|
10.13
|
|
6.125% Notes due 2023 (included in Exhibit 10.10).
|
|
|
|
10.14
|
|
Credit Agreement, dated May 12, 2015 by and among The Chemours Company, certain Guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.14 to the Company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.15
|
|
Registration Rights Agreement, dated May 12, 2015, by and among The Chemours Company, certain Guarantors party thereto and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the Dollar purchases and Credit Suisse Securities (USA) LLC and J.P Morgan Securities plc, as representatives of the Euro Purchasers (incorporated by reference to Exhibit 10.15 to the company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.16*
|
|
The Chemours Company Equity and Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 (File No. 333-205391, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.17*
|
|
The Chemours Company Retirement Savings Restoration Plan (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.18*
|
|
The Chemours Company Management Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 (File No. 333-205393, as filed with the U.S. Securities and Exchange Commission on July 31, 2015).
|
|
|
|
10.19*
|
|
The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 (File No. 333-205392, as filed with the U.S. Securities and Exchange Commission on July 1, 2015).
|
|
|
|
10.20*
|
|
The Chemours Company Senior Executive Severance Plan (incorporated by reference to Exhibit 10.20 to the company’s Amendment No. 3 to Form 10, as filed with the U.S. Securities and Exchange Commission on May 13, 2015).
|
|
|
|
10.21*
|
|
Form of Option Award Terms under the Company’s Equity Incentive Plan
|
|
|
|
10.22*
|
|
Form of Restricted Stock Unit Terms under the Company’s Equity Incentive Plan
|
|
|
|
10.23*
|
|
Form of Stock Appreciation Right Terms under the Company’s Equity Incentive Plan
|
|
|
|
10.24*
|
|
Form of Restricted Stock Unit Terms for Non-Employee Directors under the Company’s Equity Incentive Plan
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
|
32.2
|
|
Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
|
95
|
|
Mine Safety Disclosures.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
Exhibit
Number
|
|
Description
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Introduction
|
You have been granted stock options under The Chemours Company Equity and Incentive Plan (“Plan”) [CONVERSION AWARDS: in substitution of certain of your outstanding options under the E.I. du Pont de Nemours and Company Equity and Incentive Plan], subject to the following Award Terms. This grant is also subject to the terms of the Plan, which is hereby incorporated by reference. However, to the extent that an Award Term conflicts with the Plan, the Plan shall govern. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in these Award Terms, including any appendices to these Award Terms (hereinafter, collectively referred to as the “Agreement”). A copy of the Plan, and other Plan-related materials, such as the Plan prospectus, are available at:
|
||
|
www.benefits.ml.com
|
||
Grant Award Acceptance
|
You must expressly accept the terms and conditions of your Award as set forth in this Agreement. To accept, log on to Merrill Lynch Benefits OnLine at www.benefits.ml.com, select
Equity Plan > Grant Information > Pending Acceptance
.
|
||
|
IF YOU DO NOT ACCEPT YOUR AWARD IN THE MANNER INSTRUCTED BY THE COMPANY, YOUR AWARD WILL BE SUBJECT TO CANCELLATION.
|
||
Date of Grant
|
[ ] (“Date of Grant’)
|
||
Type of Options
|
Non-qualified stock options (“Options”)
|
||
Exercise Price
|
[ ]
[CONVERSION AWARDS: (the Exercise Price was calculated pursuant to an exchange ratio based on the market price of DuPont common stock prior to the Date of Grant and the Company’s common stock on the Date of Grant in order to retain the intrinsic value of the options granted under the E.I. du Pont de Nemours and Company Equity and Incentive Plan)].
|
||
Expiration Date
|
The Options will expire no later than [CONVERSION AWARDS: the Expiration Date applicable to the options granted under the E.I. du Pont de Nemours and Company Equity Incentive Plan] [ ] or two years after the date of your death if earlier.
However, the Options may expire sooner. Please refer to “Termination of Employment” below.
|
||
Vesting Schedule
|
|
Termination of Employment
|
|
||
|
Under 55/10 Rule
|
If you terminate employment after attainment of age 55 with at least 10 years of service and either (i) you are an active employee [CONVERSION AWARDS: for six months following the Date of Grant] or (ii) you have been notified by the Company or, if different, your employer (the “Employer”), that your employment with the Company or Employer will terminate because of either lack of work or divestiture to an entity less than 50% owned by Chemours, the Options will be exercisable through the Expiration Date set forth above. After that date, any unexercised Options will expire. Any unvested Options as of the date of termination will continue to vest in accordance with the Vesting Schedule set forth above.
[INTERNATIONAL (NON-U.S.) AWARDS: Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in the favorable treatment applicable to the Options pursuant to this section being deemed unlawful and/or discriminatory, then the Company will not apply the favorable treatment at the time of your termination of employment, and the Options will be treated as set forth in the other sections of this Agreement, as applicable.]
|
|
|
Due to Lack of Work, Divestiture to Entity Less Than 50% Owned by Chemours, or Disability
|
The Options will be exercisable through the date that is one year after the date of your termination of employment, or, if earlier, the Expiration Date set forth above. After that date, any unexercised Options will expire. Any unvested Options as of the date of termination will continue to vest in accordance with the Vesting Schedule set forth above.
|
|
|
Due to Death
|
The Options will be exercisable through the date that is two years after the date of your termination of employment or, if earlier, the Expiration Date set forth above. After that date, any unexercised Options will expire. Any unvested Options as of the date of termination will be automatically vested.
|
|
|
Due to Any Other Reason (such as voluntary termination)
|
Options must be exercised by the date on which you terminate employment.
|
Restricted Conduct [
CALIFORNIA
]
|
If you engage in any of the restricted conduct described in subparagraphs (i) through (iii) below for any reason, in addition to all remedies in law and/or equity available to the Company, you shall forfeit all unvested Options. For purposes of subparagraphs (i) through (iii) below, “Company” shall mean The Chemours Company and/or any of its Subsidiaries or Affiliates that have employed you or retained your services.
|
||
|
(i)
Non-Disclosure of Confidential Information
. During the course of your employment with the Company and thereafter, you shall not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Company “Confidential Information” (i.e., information concerning the Company and / or its business that is not generally known outside the Company, which includes, but is not limited to, (a) trade secrets; (b) intellectual property, including but not limited to inventions, invention disclosures and patent applications; (c) information regarding the Company’s present and/or future products, developments, processes and systems, budgets, proposals, marketing plans, financial data and projections, suppliers, vendors, formulas, data bases, know how, ideas, developments, experiments, improvements, computer programs, software, technology, blue prints, specifications and compilations of information; (d) information about employees and employee relations, including but not limited to training manuals and procedures, recruitment method and procedures, recruitment and distribution techniques, business plans and projections, employment contracts and employee handbooks; (e) information on customers or potential customers, including but not limited to customers’ names, sales records, prices, particularities, preferences and manner of doing business, and other terms of sales and Company cost information; and (f) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.); and/or
|
||
|
(ii)
Solicitation of Employees
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, any employee, agent or consultant of the Company to terminate his/her employment or association with the Company; and/or
|
|
(iii)
Unfair Competition; Solicitation of Customers
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not, directly or indirectly, on behalf of yourself or any other person, company or entity, use the Company’s trade secrets or any other means that would amount to unfair competition to solicit any of the Company’s customers, clients, vendors, business partners, or suppliers, or otherwise interfere with any business relationship or contract between the Company and any of its customers, clients, vendors, business partners, or suppliers.
|
||
Restricted Conduct [
NON-CALIFORNIA INCLUDING INTERNATIONAL
]
|
If you engage in any of the restricted conduct described in subparagraphs (i) through (iv) below for any reason, in addition to all remedies in law and/or equity available to the Company, you shall forfeit all Options (whether or not vested) and shall immediately pay to the Company, with respect to previously exercised Options, an amount equal to (x) the per share Fair Market Value of the Stock on the date on which the Stock was issued with respect to the applicable previously exercised Options times (y) the number of shares of Stock underlying such previously exercised Options, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” shall mean The Chemours Company and/or any of its Subsidiaries or Affiliates that have employed you or retained your services.
|
|
(i) Non-Disclosure of Confidential Information
. During the course of your employment with the Company and thereafter, you shall not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Company “Confidential Information” (i.e., information concerning the Company and/or its business that is not generally known outside the Company, which includes, but is not limited to, (a) trade secrets; (b) intellectual property, including but not limited to inventions, invention disclosures and patent applications; (c) information regarding the Company’s present and/or future products, developments, processes and systems, budgets, proposals, marketing plans, financial data and projections, suppliers, vendors, inventions, formulas, data bases, know how, ideas, developments, experiments, improvements, computer programs, software, technology, blue prints, specifications and compilations of information; (d) information about employees and employee relations, including but not limited to training manuals and procedures, recruitment method and procedures, recruitment and distribution techniques, business plans and projections, employment contracts and employee handbooks; (e) information on customers or potential customers, including but not limited to customers’ names, sales records, prices, particularities, preferences and manner of doing business, and other terms of sales and Company cost information; and (f) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.); and/or
|
||
|
(ii) Solicitation of Employees
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, any employee, agent or consultant of the Company to terminate his/her employment or association with the Company; and/or
|
||
|
(iii) Solicitation of Customers
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not directly or indirectly, on behalf of yourself or any other person, company or entity, call on, contact, service or solicit competing business from customers or prospective customers of Company if, within the two years prior to the termination of your employment, you had or made contact with the customer, or received or had access to Confidential Information about the customer; and/or
|
|
(iv) Non-Competition
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not, directly or indirectly, in any capacity, (a) compete or engage in a business similar to that of Company, (b) compete or engage in a business similar to that which the Company has plans to engage, or has engaged in during the two years prior to your termination, if, within this two-year period, you received or had access to Confidential Information regarding the proposed plans or the business in which Company engaged; or (c) take any action to invest in (other than a non- controlling ownership of securities issued by publicly held corporations), own, manage, operate, control, participate in, be employed or engaged by or be connected in any manner with any partnership, corporation or other business or entity engaging in a business similar to Company.
|
||
|
(v) Geographic Scope.
You acknowledge that due to the broad scope of Company’s customer base, the following geographic scope for subsections (iii) - (iv) of this Restricted Conduct section is necessary. Your non-competition and non-solicitation obligations under this Agreement shall include: (a) any territory in which you performed your duties for the Company; (b) any territory in which Company has customers about which you received or had access to Confidential Information during your employment; (c) any territory in which you solicited customers; or (d) any territory in which Company plans to expand its market share about which you received or had access to Confidential Information during your employment with Company.
|
||
Recoupment Policy
|
This Award shall be subject to the Company’s Incentive Compensation Clawback Policy (as it may be amended from time to time), the terms of which are incorporated herein by reference.
|
||
Repayment/
Forfeiture
|
Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Stock is traded, as may be in effect from time to time.
|
||
Exercise Methods
|
There are four exercise methods from which to choose. Due to local legal requirements, not all methods are available in all countries.
|
Withholding
|
You acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Plan and legally applicable to you (“Tax-Related Items”) in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of shares of Stock acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax- Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
||
|
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax- Related Items by one or a combination of the following: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent).
|
||
|
Finally, you agree to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.
|
||
Non-transferability
|
You may not transfer these Options, except by will or laws of descent and distribution. The Options are exercisable during your lifetime only by you or your guardian or legal representative.
|
||
Severability
|
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.
|
||
Waiver
|
You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other participant.
|
[INTERNATIONAL AWARDS: Appendix
|
Notwithstanding any provisions in these Award Terms, the Options shall be subject to the additional terms and conditions set forth in Appendix A to this Agreement and to any special terms and provisions as set forth in Appendix B for your country, if any. Moreover, if you relocate to one of the countries included in Appendix B, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A and B constitute part of these Award Terms.]
|
||
Imposition of Other Requirements
|
The
Company reserves the right to impose other requirements on your participation in this Agreement, on the Options and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
Data Privacy
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries or Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
|
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all Options or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).
|
|
You understand that Data will be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, its Subsidiaries and Affiliates, the Employer and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consent herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Options or other awards or administer or maintain such awards (i.e., the award would be null and void). Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
Nature of Grant
|
By participating in the Plan, you acknowledge, understand and agree 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, to the extent permitted by the Plan; (b) the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of Options, even if Options have been granted in the past; (c) all decisions with respect to future grants of Options, if any, will be at the sole discretion of the Company; (d) you are voluntarily participating in the Plan; (e) the Options are not intended to replace any pension rights or compensation; (f) unless otherwise agreed with the Company, the Options and the shares of Stock subject to the Options, and the income and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (g) the Options and the income and value of same are not part of normal or expected compensation for any purpose including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (i) if the underlying shares of Stock do not increase in value, the Option will have no value; (j) if you exercise the Option and acquire shares of Stock, the value of such shares of Stock may increase or decrease in value, even below the exercise price; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Options to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (l) for purposes of the Options, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (1) your right to vest in the Options under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and (2) the period (if any) during which you may exercise the Options after such termination of your employment will commence on the date you cease to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any; the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option grant (including whether you may still be considered to be providing services while on an approved leave of absence); (m) unless otherwise provided in the Plan or by the Company in its discretion, the Options and the benefits evidenced by this Agreement do not create any entitlement to have the Options or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (n) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Options or of any amount due to you pursuant to the exercise of the Options or the subsequent sale of any shares of Stock acquired upon exercise.
|
Foreign Asset/ Account Reporting Requirements
|
Your country may have certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should consult your personal legal advisor for any details.
|
Introduction
|
You have been granted time-vested Restricted Stock Units under The Chemours Company Equity and Incentive Plan (“Plan”) [CONVERSION AWARDS: in substitution of certain of your outstanding award under the E.I. du Pont de Nemours and Company Equity and Incentive Plan], subject to the following Award Terms. This grant is also subject to the terms of the Plan, which is hereby incorporated by reference. However, to the extent that an Award Term conflicts with the Plan, the Plan shall govern. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in these Award Terms, including any appendices to these Award Terms (hereinafter, collectively referred to as the “Agreement”). A copy of the Plan, and other Plan-related materials, such as the Plan prospectus, are available at: www.benefits.ml.com.
|
|
Grant Award Acceptance
|
You must expressly accept the terms and conditions of your Award as set forth in this Agreement. To accept, log on to Merrill Lynch Benefits OnLine at www.benefits.ml.com, select
Equity Plan > Grant Information > Pending Acceptance
.
|
|
|
IF YOU DO NOT ACCEPT YOUR RESTRICTED STOCK UNITS IN THE MANNER INSTRUCTED BY THE COMPANY, YOUR RESTRICTED STOCK UNITS WILL BE SUBJECT TO CANCELLATION.
|
|
Date of Grant
|
[ ]
(“Date of Grant”)
|
|
Type of Awards
|
Time-vested Restricted Stock Units
|
|
Dividend Equivalents
|
Dividends payable on the shares represented by your Restricted Stock Units (including whole and fractional Restricted Stock Units) will be allocated to your account in the form of additional Restricted Stock Units (whole and fractional) based upon the closing Stock price on the date of the dividend payment.
|
Restricted Period
|
You may not sell, gift, or otherwise transfer or dispose of any of the Restricted Stock Units during the “Restricted Period.” The Restricted Period commences on the Date of Grant and lapses as set forth herein.
|
|
Vesting Schedule
|
[ ]
|
|
Termination of Employment
|
|
|
[CONVERSION AND STANDARD AWARDS: Under 55/10 Rule
|
If you terminate employment after attainment of age 55 with at least 10 years of service and either (i) you are an active employee [CONVERSION AWARDS: for six months following the Date of Grant] or (ii) you have been notified by the Company or, if different, your employer (the “Employer”), that your employment with the Company or Employer will terminate because of either lack of work or divestiture to an entity less than 50% owned by Chemours, the Restricted Stock Units will remain subject to the Restricted Period set forth above.]
[INTERNATIONAL (NON-U.S.) AWARDS): Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in the favorable treatment applicable to the Restricted Stock Units pursuant to this section being deemed unlawful and/or discriminatory, then the Company will not apply the favorable treatment at the time of your termination of employment, and the Restricted Stock Units will be treated as set forth in the other sections of this Agreement, as applicable.]
|
|
Due to Lack of Work, Divestiture to Entity Less Than 50% Owned by Chemours, Disability, or Death
|
The Restricted Period on all units will lapse.
|
|
Due to Any Other Reason (such as voluntary termination)
|
Restricted Stock Units that are subject to a Restricted Period will be forfeited.
|
Payment
|
Except in the case of termination due to lack of work, divestiture to an entity less than 50% owned by Chemours, Disability or death, Restricted Stock Units shall be paid to you when the Restricted Period lapses in accordance with the schedule set forth under “Restricted Period.” In the case of termination due to lack of work, divestiture to an entity less than 50% owned by Chemours, Disability or death, Restricted Stock Units shall be paid to you or your beneficiary (or estate if there is no beneficiary), as applicable, within 60 days of the date on which the Restricted Period lapses as a result of the termination. Restricted Stock Units are payable in one share of Stock for each whole unit and a cash payment for any fraction of a unit. The value of each fractional unit will be based on the average high and low prices of Stock as reported on the Composite Tape of the New York Stock Exchange as of the effective date of payment.
|
|
Code Section 409A
|
To the extent that an amount that is considered “nonqualified deferred compensation” subject to Code Section 409A (“deferred compensation”) is payable on account of your termination of employment, no amounts shall be paid hereunder on account thereof unless such termination of employment constitutes a “separation from service,” within the meaning of Code Section 409A. If you are a “specified employee,” within the meaning of Code Section 409A, no amount that is deferred compensation shall be paid or delivered, on account of your separation from service, earlier than the date that is six months after such separation from service. Amounts otherwise payable during that six month period shall be paid on the date that is six months and one day after your separation from service.
|
|
The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject you to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, the Plan or both, without your consent, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This section does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of shares of Stock upon vesting/settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. In no event whatsoever shall the Company be liable to any party for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A.
|
|
Restricted Conduct [
CALIFORNIA
]
|
If you engage in any of the restricted conduct described in subparagraphs (i) through (iii) below for any reason, in addition to all remedies in law and/or equity available to the Company, you shall forfeit all Restricted Stock Units that are subject to a Restricted Period, as permitted by applicable law. For purposes of subparagraphs (i) through (iii) below, “Company” shall mean The Chemours Company and/or any of its Subsidiaries or Affiliates that have employed you or retained your services.
|
|
(i)
Non-Disclosure of Confidential Information
. During the course of your employment with the Company and thereafter, you shall not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Company “Confidential Information” (i.e., information concerning the Company and/or its business that is not generally known outside the Company, which includes, but is not limited to, (a) trade secrets; (b) intellectual property, including but not limited to inventions, invention disclosures and patent applications; (c) information regarding the Company’s present and/or future products, developments, processes and systems, budgets, proposals, marketing plans, financial data and projections, suppliers, vendors, formulas, data bases, know how, ideas, developments, experiments, improvements, computer programs, software, technology, blue prints, specifications and compilations of information; (d) information about employees and employee relations, including but not limited to training manuals and procedures, recruitment method and procedures, recruitment and distribution techniques, business plans and projections, employment contracts and employee handbooks; (e) information on customers or potential customers, including but not limited to customers’ names, sales records, prices, particularities, preferences and manner of doing business, and other terms of sales and Company cost information; and (f) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.); and/or
|
|
|
(ii) Solicitation of Employees
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, any employee, agent or consultant of the Company to terminate his/her employment or association with the Company; and/or
|
|
|
(iii) Unfair Competition; Solicitation of Customers
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not, directly or indirectly, on behalf of yourself or any other person, company or entity, use the Company’s trade secrets or any other means that would amount to unfair competition to solicit any of the Company’s customers, clients, vendors, business partners, or suppliers, or otherwise interfere with any business relationship or contract between the Company and any of its customers, clients, vendors, business partners, or suppliers.
|
Restricted Conduct [NON-CALIFORNIA, INCLUDING INTERNATIONAL]
|
If you engage in any of the restricted conduct described in subparagraphs (i) through (iv) below for any reason, in addition to all remedies in law and/or equity available to the Company, you shall forfeit all Restricted Stock Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Restricted Stock Units, a cash amount equal to the Fair Market Value of the Stock plus the cash payment for any fraction of a unit received, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” shall mean The Chemours Company and/or any of its Subsidiaries or Affiliates that have employed you or retained your services.
|
|
|
(i)
Non-Disclosure of Confidential Information
. During the course of your employment with the Company and thereafter, you shall not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Company “Confidential Information” (i.e., information concerning the Company and / or its business that is not generally known outside the Company, which includes, but is not limited to, (a) trade secrets; (b) intellectual property, including but not limited to inventions, invention disclosures and patent applications; (c) information regarding the Company’s present and/or future products, developments, processes and systems, budgets, proposals, marketing plans, financial data and projections, suppliers, vendors, inventions, formulas, data bases, know how, ideas, developments, experiments, improvements, computer programs, software, technology, blue prints, specifications and compilations of information; (d) information about employees and employee relations, including but not limited to training manuals and procedures, recruitment method and procedures, recruitment and distribution techniques, business plans and projections, employment contracts and employee handbooks; (e) information on customers or potential customers, including but not limited to customers’ names, sales records, prices, particularities, preferences and manner of doing business, and other terms of sales and Company cost information; and (f) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.); and/or
|
|
(ii)
Solicitation of Employees
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, any employee, agent or consultant of the Company to terminate his/her employment or association with the Company; and/or
|
|
|
(iii)
Solicitation of Customers
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not directly or indirectly, on behalf of yourself or any other person, company or entity, call on, contact, service or solicit competing business from customers or prospective customers of Company if, within the two years prior to the termination of your employment, you had or made contact with the customer, or received or had access to Confidential Information about the customer; and/or
|
|
|
(iv)
Non-Competition
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not, directly or indirectly, in any capacity, (a) compete or engage in a business similar to that of Company, (b) compete or engage in a business similar to that which the Company has plans to engage, or has engaged in during the two years prior to your termination, if, within this two-year period, you received or had access to Confidential Information regarding the proposed plans or the business in which Company engaged; or (c) take any action to invest in (other than a non- controlling ownership of securities issued by publicly held corporations), own, manage, operate, control, participate in, be employed or engaged by or be connected in any manner with any partnership, corporation or other business or entity engaging in a business similar to Company.
|
|
|
(v)
Geographic Scope.
You acknowledge that due to the broad scope of Company’s customer base, the following geographic scope for subsections (iii) - (iv) of this Restricted Conduct section is necessary. Your non-competition and non-solicitation obligations under this Agreement shall include: (a) any territory in which you performed your duties for the Company; (b) any territory in which Company has customers about which you received or had access to Confidential Information during your employment; (c) any territory in which you solicited customers; or (d) any territory in which Company plans to expand its market share about which you received or had access to Confidential Information during your employment with Company.
|
|
Recoupment Policy
|
This Award shall be subject to the Company’s Incentive Compensation Clawback Policy (as it may be amended from time to time), the terms of which are incorporated herein by reference.
|
Repayment/Forfeiture
|
Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Stock is traded, as may be in effect from time to time.
|
|
Deferral
|
If you are an officer of the Company, you may defer the settlement of this Award in accordance with any procedures established by the Company for that purpose.
|
|
Withholding
|
You acknowledge that the Company and/or your employer (the “Employer”) (1) make no representations or undertakings regarding the treatment of any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Plan and legally applicable to you (“Tax-Related Items”) in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax- Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
|
|
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (iii) withholding in shares of Stock to be issued upon settlement of the Restricted Stock Units.
|
Imposition of Other Requirements
|
The Company reserves the right to impose other requirements on your participation in this Agreement, on the Restricted Stock Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
Data Privacy
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries or Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
|
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).
|
|
You understand that Data will be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, its Subsidiaries and Affiliates, the Employer and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consent herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Restricted Stock Units or other awards or administer or maintain such awards (i.e., the award would be null and void). Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
Nature of Grant
|
By participating in the Plan, you acknowledge, understand and agree 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, to the extent permitted by the Plan; (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future grants of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) you are voluntarily participating in the Plan; (e) the Restricted Stock Units are not intended to replace any pension rights or compensation; (f) unless otherwise agreed with the Company, the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (g) the Restricted Stock Units and the income and value of same are not part of normal or expected compensation for any purpose including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) for purposes of the Restricted Stock Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the Restricted Stock Units under this Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether you may still be considered to be providing services while on an approved leave of absence); (k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (l) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amount due to you pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock acquired upon settlement.
|
|
|
No Advice Regarding Grant
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Stock. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
|
Venue
|
Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Restricted Stock Units or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum
.
|
Language
|
If you have received this Agreement or any other document related to this Agreement translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
Electronic Delivery and Acceptance
|
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
Insider Trading/Market Abuse Laws
|
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell shares of Stock or rights to shares of Stock (e.g., Restricted Stock Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.
|
Foreign Asset/ Account Reporting Requirements
|
Your country may have certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should consult your personal legal advisor for any details.
|
Introduction
|
You have been granted stock appreciation rights (SARs) under The Chemours Company Equity and Incentive Plan (“Plan”), [
CONVERSION AWARDS: in substitution of certain of your outstanding awards under the E. I. du Pont de Nemours and Company Equity and Incentive Plan
], subject to the following Award Terms. This grant is also subject to the terms of the Plan itself, which is hereby incorporated by reference. However, to the extent that an Award Term conflicts with the Plan, the Plan shall govern. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in these Award Terms, including any appendices to these Award Terms (hereinafter, collectively referred to as the “Agreement”). A copy of the Plan, and other Plan-related materials, such as the Plan prospectus, are available at: www.benefits.ml.com.
|
|
Grant Award Acceptance
|
You must expressly accept the terms and conditions of your Award as set forth in this Agreement. To accept, log on to Merrill Lynch Benefits OnLine at www.benefits.ml.com, select
Equity Plan > Grant Information > Pending Acceptance
.
|
|
|
IF YOU DO NOT ACCEPT YOUR AWARD IN THE MANNER INSTRUCTED BY THE COMPANY, YOUR AWARD WILL BE SUBJECT TO CANCELLATION.
|
|
Date of Grant
|
[ ]
|
|
Exercise Price
|
[ ]
|
|
Expiration Date
|
SARs will expire no later than
[ ] or two years after the date of your death if earlier.
However, the SAR may expire sooner. Please refer to “Termination of Employment” below.
|
|
Vesting Schedule
|
[ ]
|
|
Termination of Employment
|
|
Under 55/10 Rule
|
If you terminate employment after attainment of age 55 with at least 10 years of service and either (i) you are an active employee [
CONVERSION AWARDS: for six months following the Date of Grant
] or (ii) you have been notified by the Company or, if different, your employer (the “Employer”), that your employment with the Company or Employer will terminate because of either lack of work or divestiture to an entity less than 50% owned by Chemours, the SARs will be exercisable through the Expiration Date set forth above. After that date, any unexercised SARs will expire. Any unvested SARs as of the date of termination will continue to vest in accordance with the Vesting Schedule set forth above. Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that would likely result in the favorable treatment applicable to the SARs pursuant to this section being deemed unlawful and/or discriminatory, then the Company will not apply the favorable treatment at the time of your termination of employment, and the SARs will be treated as set forth in the other sections of this Agreement, as applicable.
|
|
Due to Lack of Work, Divestiture to Entity Less Than 50% Owned by Chemours, or Disability
|
The SARs will be exercisable through the date that is one year after the date of your termination of employment, or, if earlier, the Expiration Date set forth above. After that date, any unexercised SARs will expire. Any unvested SARs as of the date of termination will continue to vest in accordance with the Vesting Schedule set forth above.
|
|
Due to Death
|
The SARs will be exercisable through the date that is two years after the date of your termination of employment or, if earlier, the Expiration Date set forth above. After that date, any unexercised SARs will expire. Any unvested SARs as of the date of termination will be automatically vested.
|
|
Due to Any Other Reason (such as voluntary termination)
|
SARs must be exercised by the date on which you terminate employment.
|
|
Restricted Conduct
|
If you engage in any of the restricted conduct described in subparagraphs (i) through (iv) below for any reason, in addition to all remedies in law and/or equity available to the Company, you shall forfeit all SARs (whether or not vested) and shall immediately pay to the Company, with respect to previously exercised SARs, an amount equal to the cash amount received, without regard to any Tax-Related Items (as defined below) that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” shall mean The Chemours Company and/or any of its Subsidiaries or Affiliates that have employed you or retained your services.
|
|
(i)
Non-Disclosure of Confidential Information
. During the course of your employment with the Company and thereafter, you shall not use or disclose, except on behalf of the Company and pursuant to the Company’s directions, any Company “Confidential Information” (i.e., information concerning the Company and / or its business that is not generally known outside the Company, which includes, but is not limited to, (a) trade secrets; (b) intellectual property, including but not limited to inventions, invention disclosures and patent applications; (c) information regarding the Company’s present and/or future products, developments, processes and systems, budgets, proposals, marketing plans, financial data and projections, suppliers, vendors, inventions, formulas, data bases, know how, ideas, developments, experiments, improvements, computer programs, software, technology, blue prints, specifications and compilations of information; (d) information about employees and employee relations, including but not limited to training manuals and procedures, recruitment method and procedures, recruitment and distribution techniques, business plans and projections, employment contracts and employee handbooks; (e) information on customers or potential customers, including but not limited to customers’ names, sales records, prices, particularities, preferences and manner of doing business, and other terms of sales and Company cost information; and (f) information received in confidence by the Company from third parties. Information regarding products, services or technological innovations in development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company is considering for broader use, shall be deemed not generally known until such broader use is actually commercially implemented.); and/or
|
|
|
(ii)
Solicitation of Employees
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not recruit, solicit or induce, or cause, allow, permit or aid others to recruit, solicit or induce, any employee, agent or consultant of the Company to terminate his/her employment or association with the Company; and/or
|
|
|
(iii)
Solicitation of Customers
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not directly or indirectly, on behalf of yourself or any other person, company or entity, call on, contact, service or solicit competing business from customers or prospective customers of Company if, within the two years prior to the termination of your employment, you had or made contact with the customer, or received or had access to Confidential Information about the customer; and/or
|
|
|
(iv)
Non-Competition
. During your employment and for a period of one year following the termination of your employment for any reason, you shall not, directly or indirectly, in any capacity, (a) compete or engage in a business similar to that of Company, (b) compete or engage in a business similar to that which the Company has plans to engage, or has engaged in during the two years prior to your termination, if, within this two-year period, you received or had access to Confidential Information regarding the proposed plans or the business in which Company engaged; or (c) take any action to invest in (other than a non-controlling ownership of securities issued by publicly held corporations), own, manage, operate, control, participate in, be employed or engaged by or be connected in any manner with any partnership, corporation or other business or entity engaging in a business similar to Company.
|
|
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the cash payable pursuant to this Award; or (ii) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer.
|
|
|
Finally, you agree to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle the SARs, if you fail to comply with your obligations in connection with the Tax-Related Items.
|
|
Severability
|
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.
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|
Waiver
|
You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other participant.
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Appendix
|
Notwithstanding any provisions in these Award Terms, the SARs shall be subject to the additional terms and conditions set forth in any appendix to these Award Terms (the “Appendix”). The Appendix constitutes part of these Award Terms.
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Imposition of Other Requirements
|
The Company reserves the right to impose other requirements on your participation in the Plan and on the SARs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
Data Privacy
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other SAR materials by and among, as applicable, the Employer, the Company and its Subsidiaries or Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
|
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all SARs or any other entitlement awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).
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|
You understand that Data will be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, its Subsidiaries and Affiliates, the Employer and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consent herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you SARs or other awards or administer or maintain such awards (i.e., the award would be null and void). Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
Nature of Grant
|
By participating in the Plan, you acknowledge, understand and agree 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, to the extent permitted by the Plan; (b) the grant of the SARs is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of SARs, even if SARs have been granted in the past; (c) all decisions with respect to future grants of SARs, if any, will be at the sole discretion of the Company; (d) you are voluntarily participating in the Plan; (e) the SARs are not intended to replace any pension rights or compensation; (f) unless otherwise agreed with the Company, the SARs and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (g) the SARs and the income and value of same are not part of normal or expected compensation for any purpose including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the cash payment is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the SARs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the SARs to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) for purposes of the SARs, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (1) your right to vest in the SARs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and (2) the period (if any) during which you may exercise the SARs after such termination of your employment will commence on the date you cease to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any; the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the SAR grant (including whether you may still be considered to be providing services while on an approved leave of absence); (k) unless otherwise provided in the Plan or by the Company in its discretion, the SARs and the benefits evidenced by this Agreement do not create any entitlement to have the SARs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (l) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the SARs or of any amount due to you pursuant to the exercise of the SARs.
|
No Advice
Regarding Grant |
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
|
Venue
|
Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the SARs or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum
.
|
Language
|
If you have received this Agreement or any other document related to this Agreement translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
Electronic Delivery and Acceptance
|
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
Insider Trading/
Market Abuse Laws |
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or exercise SARs under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to speak to your personal advisor on this matter.
|
Introduction
|
You have been granted time-vested Restricted Stock Units under The Chemours Company Equity and Incentive Plan (“Plan”) [CONVERSION AWARDS: in substitution of certain of your outstanding award under the E. I. du Pont de Nemours and Company Equity and Incentive Plan], subject to the following Award Terms. This grant is also subject to the terms of the Plan, which is hereby incorporated by reference. However, to the extent that an Award Term conflicts with the Plan, the Plan shall govern. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in these Award Terms, including any appendices to these Award Terms (hereinafter, collectively referred to as the “Agreement”). A copy of the Plan, and other Plan-related materials, such as the Plan prospectus, are available upon request or on the Merrill Lynch website at:
|
Grant Award Acceptance
|
You must expressly accept the terms and conditions of your Award as set forth in this Agreement. To accept, log on to Merrill Lynch Benefits OnLine at www.benefits.ml.com, select
Equity Plan > Grant Information > Pending Acceptance
.
|
|
IF YOU DO NOT ACCEPT YOUR RESTRICTED STOCK UNITS IN THE MANNER INSTRUCTED BY THE COMPANY, YOUR RESTRICTED STOCK UNITS WILL BE SUBJECT TO CANCELLATION.
|
Dividend Equivalents
|
Dividends payable on the shares represented by your Restricted Stock Units (including whole and fractional Restricted Stock Units) will be allocated to your account in the form of additional Restricted Stock Units (whole and fractional) based upon the closing Stock price on the date of the dividend payment.
|
Restricted Period
|
You may not sell, gift, or otherwise transfer or dispose of any of the units during the “Restricted Period.” The Restricted Period commences on the Date of Grant and lapses upon the earlier of: (i) “separation from service” (within the meaning of Internal Revenue Code Section 409A) and (ii) death or disability.
|
Payment
|
Restricted Stock Units shall be paid to you or your beneficiary (or estate, if there is no beneficiary), as applicable, within sixty (60) days of the date on which the Restricted Period on such Restricted Stock Units lapses. Restricted Stock Units are payable in one share of Stock for each whole Restricted Stock Unit and a cash payment for any fraction of a Restricted Stock Unit. The value of each fractional Restricted Stock Unit will be based on the average high and low prices of the Stock as reported on the Composite Tape of the New York Stock Exchange as of the effective date of payment.
|
Deferral
|
You may defer the settlement of this Award in accordance with the Stock Accumulation and Deferred Compensation Plan for Directors.
|
Withholding
|
Proceeds from vesting of RSUs are subject to various income taxes, including but not limited to Federal, self-employment tax, and City of Wilmington. For U.S. residents, the Company is not required nor does it withhold taxes from your proceeds; however, the Company will report proceeds on a Form 1099-MISC, Non-employee compensation. Grantees are encouraged to consult a tax professional on more specifics.
|
Severability
|
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.
|
Waiver
|
You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
|
Requirements
|
The Company reserves the right to impose other requirements on your participation in this Agreement, on the Restricted Stock Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
1.
|
I have reviewed this report on Form 10-Q of The Chemours Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 6, 2015
|
|
|
By:
|
/s/ Mark P. Vergnano
|
|
|
|
Mark P. Vergnano
|
|
Chief Executive Officer and
|
|
Chair of the Board
|
1.
|
I have reviewed this report on Form 10-Q of The Chemours Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 6, 2015
|
|
|
By:
|
/s/ Mark E. Newman
|
|
|
|
Mark E. Newman
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mark P. Vergnano
|
|
Mark P. Vergnano
|
Chief Executive Officer
|
August 6, 2015
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mark E. Newman
|
|
Mark E. Newman
|
Chief Financial Officer
|
August 6, 2015
|
Mine
(MSHA Identification Number) |
Section
104 S&S 1 Citations (#) |
Section104(b)
Orders (#) |
Section
104(d)
Citations and Orders (#) |
Section
110(b)(2) Violations (#) |
Section
107(a) Orders (#) |
Total
Dollar
Value of MSHA Assessments Proposed ($) |
Total
Number of Mining Related Fatalities (#) |
Received
Notice of Pattern of Violations Under Section 104(e) (yes/no) |
Received
Notice of Potential to Have Pattern Under Section 104(e) (yes/no) |
Legal
Actions Pending as of Last Day of Period (#) |
Legal
Actions Initiated During Period (#) |
Legal
Actions Resolved During Period (#) |
|||||||||||
Starke, FL
(0800225) |
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
100
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
1
|
S&S refers to significant and substantial violations of mandatory health or safety standards under section 104 of the Mine Act.
|