Employment Agreement between Trinseo Europe GmbH and Andre Lanning, dated May 1, 2020
TRINSEO EUROPE GMBH
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 1, 2020, is among Trinseo Europe GmbH, a Swiss limited liability company (Gesellschaft mit beschrankter Haftung) (the “Company”), and Andre Lanning, Seestrasse 79C, 8800 Thalwil, Switzerland (the “Executive”).
WHEREAS, the Company desires to continue to employ the Executive as Vice President, Strategy, Corporate Development & Marketing Communications of the Company and to pay all of the Executive’s compensation and other benefits described in this Agreement; and
WHEREAS, the Company and the Executive desire to update the terms and conditions of such employment by entering into this Agreement which shall define the terms of the Executive’s employment with the Company.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
For purposes of this Section 6(b) , no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.
an amount equal to one (1.0) multiplied by the sum of the Executive’s then current annual Base Salary and Target Bonus for the year of termination, paid in equal monthly installments for a period of eighteen (18) months following such termination. Payments and benefits provided in this Section 7(c) shall be offset by Base Salary payments made during (i) any notice period as defined in Section 2 where the Executive has been relieved of responsibilities, and (ii) any monthly extension that corresponds to the number of months by which the notice period is extended based art. 336c CO, provided that the aggregate severance benefits payable hereunder shall be no less than as required by applicable law.
A “Material Covenant Violation” shall mean a breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or any of the Company’s or Parent’s direct or indirectly controlled subsidiaries (each an “Affiliate”) that causes material and demonstrable harm to the Company and/or any Affiliate.
(c) NONSOLICITATION; NONINTERFERENCE. During the Executive’s employment with the Company and for the Restricted Period, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company or an Affiliate to purchase goods or services then sold by the Company or any Affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company or any Affiliate to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any Affiliate, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (iii)
interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any Affiliate and any of their respective vendors, joint ventures or licensors. An employee, representative or agent shall be deemed covered by this Section 10(c) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 10(c) shall not be violated by general advertising or solicitation not specifically targeted at Company or Affiliate-related individuals or entities.
If to the Executive:
At the address (or to the facsimile number) shown in the books and records of the Company.
If to the Company:
Trinseo Europe GmbH c/o Trinseo LLC Chief Legal Officer
1000 Chesterbrook Boulevard, Suite 300
Berwyn, Pennsylvania 19312
With a copy (which shall not constitute notice hereunder) to:
Trinseo Europe GmbH SVP Human Resources Zugerstrasse 231
881O Horgen, Switzerland
Or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Trinseo Europe GmbH
Signature: /s/ Alice Heezen
Signature: /s/ Andre Lanning
Name: Alice Heezen
Name: Andre Lanning
Title: SVP Human Resources
Date: 10 April 2020
Date: 25 April 2020
I, CANDIDATE NAME, in consideration of and subject to the performance by Trinseo Europe GmbH. (together with its Affiliates, the “Company”), of its obligations under the Employment Agreement, dated as of [-] (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective Affiliates and all present, former and future directors, officers, employees, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
BY SIGNING THIS GENERAL RELEASE, I REPRESENT ANO AGREE THAT:
SIGNED: /s/ Andre LanningDATED: 25 April 2020