Form of Indemnification Agreement for Directors and Officers
DEED OF INDEMNIFICATION
This Deed of Indemnification (“Deed”) is made as of October 8, 2021 by and between Trinseo PLC, a public limited company incorporated under the laws of Ireland (the “Company”), and [_________] (“Indemnitee”).
WHEREAS on the date hereof, the re-domiciliation of Trinseo S.A. from Luxembourg to Ireland pursuant to a merger by acquisition under the European Communities (Cross-Border Mergers) Regulations 2008 of Ireland (SI 157/2008), as amended, and the Luxembourg law of 10 August 2015, as amended, was completed (the “Merger”).
WHEREAS pursuant to the Merger, by operation of law and universal succession of title, from the effective time of the Merger (the “Effective Time”) (i) each agreement to which Trinseo S.A. was a party became an agreement between the Company and the counterparty with the same rights, and subject to the same obligations, liabilities and incidents as applied previously, each such agreement to be construed and have effect as if (a) Trinseo PLC had been a party thereto instead of Trinseo S.A. and (b) any references therein to Trinseo S.A. and/ or (as the case may be) its directors, officers, representatives and employees are references to Trinseo PLC and/ or (as the case may be) its directors, officers, representatives and employees; and (ii) Trinseo S.A. was dissolved without going into liquidation. Separately, each director and executive officer of Trinseo S.A. at the Effective Time was appointed as a director of the Company with effect from the Effective Time.
WHEREAS, in light of the litigation costs and risks to directors and executive officers resulting from their service to the Company, and the desire of the Company to attract and retain qualified individuals to serve as directors and executive officers, it is reasonable, prudent and necessary for the Company to indemnify and advance expenses on behalf of its directors and executive officers to the extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern regarding such risks;
WHEREAS, the Company has requested that Indemnitee serve or continue to serve as a director and/or executive officer of the Company and may have requested or may in the future request that Indemnitee serve one or more Entities (as hereinafter defined) as a director, executive officer or in other capacities; and
WHEREAS, Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Company (or its subsidiaries); and with the Company’s acknowledgement of, and agreement to, the foregoing being a material condition to Indemnitee’s willingness to serve as a director and/or executive officer of the Company.
WHEREAS, with effect from the Effective Time, this Deed supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Deed (including, without limitation, any indemnification agreement entered into by Trinseo S.A. in favor of the Indemnitee, the obligations in respect of which were assumed by the Company under the Terms of the Merger, but subject always to provisions of Section 11(g)). For the avoidance of doubt, the foregoing is without prejudice to or the rights and obligations of Trinseo LLC and the Indemnitee under any separate indemnification agreement between those parties.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
(ii)To obtain indemnification under this Deed, Indemnitee may submit a written request for indemnification hereunder. The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee's sole discretion. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a Determination (as hereinafter defined) shall thereafter be made, as provided in and only to the extent required by Section 9(d) of this Deed. In no event shall a Determination be made, or required to be made, as a condition to or otherwise in connection with any advancement of Expenses pursuant to Section 8 and Section 9(c)(i) of this Deed. If, at the time of receipt of any such request for indemnification, the Company has director and officer insurance policies in effect, the Company will promptly notify the relevant insurers and take such other actions as necessary or appropriate to secure coverage of Indemnitee for such claim in accordance with the procedures and requirements of such policies.
The provisions of this Section 9(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Deed.
c/o Trinseo PLC
1000 Chesterbrook Boulevard
Berwyn, PA 19312
Attn: Legal Department
or to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have executed this Deed on the day and year first above written.
The common seal of
was affixed to this deed and this deed was delivered in the presence of:
Signed and delivered as a Deed by: