Special Employment and Separation Agreement and Release between David C. Shelton and the Company, dated as of August 19, 2022

In full and final settlement of any claims and demands for relief which may be asserted by Employee against Employer, its predecessors, successors and assigns, and the Employer’s directors, officers, agents, attorneys and representatives, and in exchange for the mutual promises and obligations of the Parties as set forth in this Release, the Parties agree as follows:

Employee shall remain employed by Employer as an employee until December 31, 2023.

Except as noted below, between the time of the Effective Date and December 31, 2023, Employee will be a full service employee and his base salary and short and long term incentive awards and other forms of compensation and benefits will remain the same as he has been receiving prior to the Effective Date; however, the 2023 annual bonus will be paid pursuant to 1(b)i below, and on the first payroll period after the Separation Date.  Employee’s work will be as Special Counsel to the CEO, counseling on legacy liabilities and providing any knowledge transfer as requested by the CEO.  With respect to Employee’s long term incentive awards those awards will remain subject to, and will be paid under, the terms of the applicable award agreement(s).

In exchange for his continued employment through 2023 as Special Counsel, in the Payroll period following the Separation Date the Company will make the following lump sum payments to Employee:

$250,000 retention pay equal to one half a year’s salary (1 week of pay per year of service to a maximum of 26 weeks), and $350,000 that reflects the 2023 Annual Incentive Plan at target of 100%.

Payment for unused accrued vacation pay as of Separation Date and any other sums which Employee has accumulated under Employer’s Retirement Savings Restoration Plan to be paid pursuant to the terms and conditions of that plan.

A lump sum payment equivalent to two weeks’ paid notice of termination, in the amount of $19,230.77.

A lump sum payment of $1,888 to maintain insurance coverage under Employer’s group health plans in which Employee is already enrolled.  Employee may use this lump sum payment to elect continuation of health benefits under COBRA by electing COBRA before that option ends, and if so elected Employee agrees to complete the required forms to elect continuation of benefits and to pay the premium and administrative fee amount directly to Employer’s third-party administrator for COBRA. Employee agrees that the provision of continuation of benefits will count towards the 18-month total period of coverage required to be provided pursuant to the Consolidated Omnibus Reconciliation Act (“COBRA”). Employee agrees that Employee must continue to pay the premium and any administrative fee pursuant to the COBRA election forms that will be provided to Employee at termination if COBRA is chosen.

The Company further commits to pay Employee an additional $400,000 in exchange for the Employee’s agreement that at Separation, he will sign the attached Exhibit B to this Agreement, to go into effect on January 1, 2024, after Separation. Exhibit B comprises Employee’s agreement to recommit to the promises and obligations described generally in this Release and that they will apply to the period between the Effective date and December 31, 2023.  Additionally, Employee will agree to Non-Competition, Non-Solicitation and mutual Non-Disparagement as described in Exhibit B. Payment of the additional $400,000 will be made in 2024, no later than January 31, 2024, after the Exhibit B is signed agreeing to recommit to the provisions of this Agreement and the additional terms outlined in Exhibit B.

The Company agrees to retain Employee as a Consultant as outlined in the attached consulting agreement at Exhibit C for $22,222.00 per month, to provide consulting services of no more than 20% of the average time spent during full-time employment from January 1, 2024 through June 30, 2025, or thereafter if both parties continue the arrangement.

All settlement payments shall be subject to applicable federal, state, or local withholding, taxes, or other deductions or withholdings required by law or Employer’s Employee Welfare Benefits Plan, if any, and shall be payable in accordance with Employer’s ordinary payroll practices. Employee will be separately notified of Employee’s rights to benefits continuation pursuant to COBRA and entirely responsible for timely signing up, paying premiums and meeting associated deadlines for the COBRA option.

Adequacy of Consideration.  Employee agrees that this consideration is adequate to support this Agreement. For the avoidance of doubt, if Employee revokes or does not timely return the executed Agreement Employee shall not be entitled to the payments and benefits set forth in the Agreement.  Similarly, with regard to the post separation Exhibits, if Employee fails to

timely sign the Certificate of Compliance attached hereto as Exhibit A, or Exhibits B and C at separation Employee shall not be entitled to the payments and benefits set forth in those Exhibits.  

No Additional Benefits. Other than those payments and benefits described in this Agreement, which shall be paid subject to the terms and conditions of this Agreement, and the additional obligations and agreements at Separation, provided that Exhibits A, B and C are signed by Employee on or before January 22, 2024, Employee acknowledges and agrees that Employee is not entitled to any additional payments or benefits in connection with termination of Employee’s employment with Employer, including without limitation, the accrual of any additional benefits.

Tax Liability. Employee, on behalf of himself and his heirs, successors and assigns, agrees that, in the event he incurs any tax liability resulting from any payments described herein, he shall be solely responsible for such taxes and shall indemnify and hold Employer harmless from such taxes, interest and penalties.

Duty of Cooperation. Employee agrees to reasonably cooperate with Employer and to provide all information and sign any corporate records and instruments that Employer may reasonably request with respect to any matter involving Employee’s employment relationship with Employer, the work Employee has performed, or present or former employees of Employer, including but not limited to any litigation with respect to such matters.

No Obligation to Mitigate. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Employee obtains other employment, which he is freely permitted to do after the Separation Date and subject to the limitations outlined in Exhibit B.

Indemnification/D&O.  Employee shall continue to be indemnified by the Company to the maximum extent permitted by applicable law and by the Company’s by-laws and shall continue to be covered as an officer and as a director of the Company under the Company’s applicable directors’ and officers’ or other third party liability insurance, including any “tail” coverage following Separation Date.  

Acknowledgement No Claim for Wages or Compensation or FMLA leave. Except for any payments, short or long term incentive awards, or accrued vacation, or other forms of compensation referenced in Section 1 above, Employee acknowledges that Employee has been paid in full all compensation and benefits due to Employee as of the date of Employee’s signature on this Agreement including, but not limited to, having received all wages, overtime, meal and rest break pay, salary, expense reimbursement, penalty, bonus or other compensation of any kind which Employee is due or to which Employee believes Employee may be entitled. To the extent permitted by law, Employee waives any claim for wages, salary, reimbursement, penalty, bonus or other compensation earned or accrued through the date Employee signs this Agreement. Employee further warrants that, if applicable, Employee has exercised without interference all leave rights available to Employee under the Family and Medical Leave Act.

Age Discrimination Release Notification. This Agreement includes a release of all charges and claims under the Age Discrimination in Employment Act (“ADEA”) and, therefore, pursuant to 29 U.S.C. § 626(f), Employee acknowledges that:

Employee is releasing claims Employee may have under the ADEA;

Employee has read and fully understands the terms of this Agreement;

Employee has agreed to execute this Agreement knowingly and voluntarily;

As with any legal document, Employee is advised to consult with an attorney of Employee’s own choosing and to discuss all aspects of this Agreement with an attorney of Employee’s own choosing before signing this Agreement;

Employee is releasing all claims arising up to and including the date of this release until the end of his employment and Consulting Agreement;

Employee may sign at any time, but acknowledges that Employee has twenty-one (21) days in which to consider this release of claims under the ADEA, which Employee acknowledges to be a reasonable and sufficient period of time for review, deliberation, and negotiation;

Employee has full knowledge of the implications of such settlement and release of claims; and

Employee may revoke Employee’s release of claims under the ADEA for a period of seven (7) days from the date of Employee’s execution of the Agreement by delivering a written notice of revocation to Employer, to Susan Kelliher, Senior Vice President, People 1007 N. Market Street, Wilmington DE 19801 or ***@***.

No payment called for under paragraph 1 hereof will be made until the revocation period has passed.

Unconditional General Release. Except as specifically provided elsewhere in this Agreement, in consideration of the benefits to Employee in this Agreement, the adequacy of which is hereby acknowledged, and as a material inducement to Employee to enter into this Agreement, Employee agrees for Employee’s heirs and personal or legal representatives, that by Employee’s signature, Employee is forever giving up and waiving any claims, whether known or unknown, Employee ever has had or may have against Employer, for any personal or monetary relief that is based, in whole or in part, on conduct that occurred by Employer on or before the date Employee signs this Agreement. Employee represents and warrants that Employee has no suits, claims, charges, complaints except as specifically provided elsewhere in this Agreement, in consideration of the benefits to Employee in this Agreement, the adequacy of which is hereby acknowledged, and as a material inducement to Employee to enter into this Agreement, Employee agrees for Employee’s heirs and personal or legal representatives, that by Employee’s signature, Employee is forever giving up and waiving any claims, whether known or unknown, Employee ever has had or may have against Employer, for any personal or monetary relief that is based, in whole or in part, on conduct that occurred by Employer on or before the date Employee signs this Agreement.

Waiver. By waiving and giving up such claims Employee understands that Employee is releasing Employer from any liability or obligation for any expense, damage, or loss Employee did or might claim based on, among other things, the following: (a) Employee’s employment with Employer or the termination of that employment; (b) any Employer policy, practice, contract, agreement, promise, publication, or other communication; (c) any tort or personal injury; (d) any policies, practices, laws or agreements governing the payment of wages, commissions or other compensation; (e) any laws governing employment discrimination, including, but not limited to, Title VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the United States Code; The Employee Retirement Income Security Act of 1974 ("ERISA") (except for any vested benefits under any tax qualified benefit plan); The Immigration Reform and Control Act; The Americans with Disabilities Act of 1990; the Delaware Whistleblowers’ Protection Act; The Age Discrimination in Employment Act of 1967 (“ADEA”);The Worker Adjustment and Retraining Notification Act; The Fair Credit Reporting Act; The Family and Medical Leave Act; The Genetic Information Nondiscrimination Act; The Equal Pay Act; The Sarbanes-Oxley Act retaliation provisions; The False Claims Act retaliation provisions; The Dodd-Frank Wall Street Reform and Consumer Protection Act retaliation provisions; The Older Worker Benefit Protection Act; and any similar federal, state, or local law or ordinance; (f) any claim of retaliation based on any federal, state, or local law or ordinance; (g) any laws or agreements that provide for punitive, exemplary or statutory damages; (h) any implied contract, covenant of good faith and fair dealing, or violation of public policy or claims that Employee was fraudulently induced to enter into this Agreement; interference with business opportunity or contracts, negligence, misrepresentation, fraud, detrimental reliance, personal injury, assault, battery, defamation, false light, invasion of privacy, infliction of emotional distress, retaliation, constructive discharge, or wrongful discharge; (i) any other federal, state or local law or ordinance relating to employment or benefits associated with employment; and (j) any laws or agreements that provide for payment of attorneys’ fees, costs or expenses.

Claims Not Waived and Cooperation with Governmental Entities. This Agreement does not waive any claim for breach of this Agreement or claims that Employee may have that by law cannot be waived or released. Employee is not waiving any rights he/she may have to: (a) his/her own vested or accrued employee benefits under Employer’s health, welfare, or retirement plans as of Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) any bounty that may be recoverable as a result of participating in the Securities and Exchange Commission’s whistleblower program, or any other bounty program for which recovery cannot be waived as a matter of law; (d) pursue claims which by law cannot be waived by signing this Agreement; (e) enforce this Agreement; and/or (f) challenge the validity of this Agreement. Further, notwithstanding any other provision of this Agreement (including the non-disparagement provision and confidentiality provision), Employee may file a charge, or cooperate with any government agency (including but not limited to the Equal Employment Opportunity Commission (“EEOC”)) for claims not covered in this release, although this Agreement does prohibit Employee from obtaining any personal or monetary relief for Employee based on such a charge or based on Employee’s providing information to or cooperating with the EEOC or any other governmental agency or demands of any kind whatsoever currently pending against Chemours with any local, state, or federal court or any governmental, administrative, investigative, civil rights or other agency or board.  

Non-Admission. Employee understands and agrees that Employer expressly denies any liability or any wrongdoing in connection with Employee’s separation from employment or in connection

with any dispute Employee may have with or about Employer. Employee further understands and agrees that Employer expressly denies any responsibility for any injury or loss Employee has or may allege.

Section 409A. It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the interpretive guidance thereunder, including the exemptions for short-term deferrals, reimbursements, limited payments, and in-kind distributions, and this Agreement shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. To the extent that any provision of this Agreement would fail to comply with the applicable requirements of Code Section 409A, the Company may, in its sole discretion, make such modifications to the Agreement and/or payments to be made thereunder to the extent it determines necessary to comply with the requirements of Code Section 409A; provided, however, that the Company shall in no event be obligated to pay any interest, compensation, or penalties in respect of any such modifications; and provided, further, that neither the Company nor Employee will have the right to accelerate or defer the delivery of any payments or benefits except to the extent specifically permitted or required by Section 409A. Employee hereby releases and holds harmless the Company, its directors, officers, and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees, or other liability incurred by Employee as a result of the application of Code Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax effect for the Employee’s compensation and benefits, and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Code Section 409A.

Severability. If any portion or clause of this Agreement is void or deemed unenforceable for any reason, the unenforceable portion or clause shall be deemed severed from the remaining portions of this Agreement, which shall otherwise remain in full force.

Governing Law and Venue. This Agreement shall be interpreted in accordance with the laws of the State of Delaware. Any dispute or controversy related to, or arising from, this Agreement shall be brought exclusively in the state or federal court located in New Castle County, Delaware.  Employee submits to personal jurisdiction in these courts.  

DTSA Notification. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Binding Agreement. This Agreement is binding upon and its benefits accrue to the parties hereto and their respective successors, executors, administrators, and permitted assigns.

/s/ David C. Shelton

Witness

David C. Shelton

Date: August 19, 2022    

FOR: The Chemours Company

Witness

Date: August 19, 2022    

By: /s/ Susan Kelliher