UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 29, 2015 (June 25, 2015)
Tredegar Corporation |
(Exact Name of Registrant as Specified in its Charter) |
Virginia | 1-10258 | 54-1497771 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1100 Boulders Parkway Richmond, Virginia | 23225 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant's telephone number, including area code: (804) 330-1000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 25, 2015, Tredegar Corporation (the “Company”) accepted the resignation of Nancy M. Taylor as the Company’s President and Chief Executive Officer and as a member of the Board of Directors of the Company (the “Board”) effective immediately. In addition, on June 25, 2015, the Company accepted the resignation of Kevin A. O’Leary as the Company’s Vice President, Chief Financial Officer and Treasurer effective immediately.
The Board has appointed John D. Gottwald, currently a member of the Company’s Board to serve as the Company’s interim President and Chief Executive Officer effective immediately. Mr. J. Gottwald, 61, previously served as the Company’s President and Chief Executive Officer from March 2006 until January 2010, and as the Company’s Chairman of the Board from September 2001 until February 2008. Mr. Gottwald also served as the Company’s President and Chief Executive Officer from July 1989 until September 2001. Mr. J. Gottwald is the brother of William M. Gottwald, the Chairman of the Board.
The Board has appointed D. Andrew Edwards to serve as the Company’s Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) effective as of the first day of Mr. Edwards’ employment, expected to be on or about July 28, 2015. In the interim, the Board has appointed Frasier W. Brickhouse, II, who currently serves as the Company’s Controller (Principal Accounting Officer), to serve as the Company’s interim Principal Financial Officer effective immediately and until Mr. Edwards’ employment commences.
Mr. Edwards, 56, has served as the Chief Financial Officer of United Sporting Companies, Inc. since February 2013 and previously served as Vice President, Controller and Chief Accounting Officer of Owens & Minor, Inc. from April 2010 to February 2013 and as Acting Chief Financial Officer of Owens & Minor, Inc. from March 2012 to February 2013. Mr. Edwards also served as Vice President, Finance, of Owens & Minor, Inc. from December 2009 until April 2010. Mr. Edwards previously served as the Company’s Vice President, Chief Financial Officer and Treasurer from August 2003 to December 2009 and as the Company’s Vice President, Finance from November 1998 to August 2003. Mr. Edwards also served as the Company’s Treasurer from May 1997 to December 2009 and as the Company’s Controller from October 1992 until July 2000.
Mr. Brickhouse, 49, was appointed Controller of the Company effective December 11, 2009 and as Assistant Treasurer effective July 1, 2012, after having served as the Company’s Director, Corporate Finance since September 2006. He served as the Company’s Manager, Corporate Finance, from June 2003 through August 2006, and as Corporate Planning Manager from June 2000 through May 2003. Prior to joining the Company, Mr. Brickhouse served for five years in various positions of increasing responsibility with Coopers & Lybrand (predecessor to PricewaterhouseCoopers LLP).
As compensation for his role as the Company’s interim President and Chief Executive Officer, Mr. J. Gottwald will receive an annual base salary of $396,000, which will be prorated for the 2015 fiscal year.
As compensation for his role as the Company’s Vice President, Chief Financial Officer and Treasurer, Mr. Edwards will receive an annual base salary of $371,339, which will be prorated for the 2015 fiscal year, and he is eligible to receive a short-term incentive cash payment opportunity under the Company’s 2015 Short-Term Incentive Plan with a target of 60% and a maximum of 120% of his annual base salary, which will also be prorated for the 2015 fiscal year. Mr. Edwards will also receive grants of 15,230 performance stock units and 4,825 shares of restricted stock under the Company’s Amended and Restated 2004 Equity Incentive Plan.
In connection with Ms. Taylor’s resignation, on June 25, 2015, the Company entered into a Separation, Waiver and Release Agreement with Ms. Taylor (the “Taylor Separation Agreement”). The Taylor Separation Agreement provides that Ms. Taylor will receive the following benefits:
• | On the first regularly scheduled payroll date after June 25, 2015 (the “Taylor Termination Date”), a lump sum cash payment of her accrued but unpaid base salary earned through the Taylor Termination Date; |
• | Within two business days after the Release Effective Date (as defined in the Taylor Separation Agreement), a lump sum cash payment described in Section 2(a) of the Taylor Separation Agreement, generally consisting of (i) two times her base salary, plus (ii) her prorated target bonus for the 2015 fiscal year, plus (iii) the economic equivalent of her accrued but unused vacation days; |
• | Vesting of each outstanding option to purchase Company common stock granted to Ms. Taylor under the Company’s Amended and Restated 2004 Equity Incentive Plan (the “Equity Plan”) that is unvested immediately prior to the Taylor Termination Date and each such option will remain vested and exercisable until the applicable expiration date provided under the terms of each such option; |
• | Vesting of each outstanding share of restricted common stock of the Company granted to Ms. Taylor under the Equity Plan; |
• | Each outstanding performance stock unit granted to Ms. Taylor under the Equity Plan that is unvested immediately prior to the Taylor Termination Date will remain outstanding until the end of the applicable measurement period and will vest to the extent that the applicable performance goals, objectives or measures are achieved in accordance with the terms of the Equity Plan and the applicable award agreements; and |
• | Reimbursement of amounts paid by Ms. Taylor for continued medical, dental and vision under the Company’s health plan for herself and her qualified beneficiaries. |
If a Change in Control (as defined in the Taylor Separation Agreement) occurs within 90 days after the Taylor Termination Date, the lump sum cash payment described in Section 2(a) of the Taylor Separation Agreement, will be increased as described in Section 2(f) of the Taylor Separation Agreement, to an amount generally consisting of (i) two times her base salary, plus (ii) two times her target bonus for the 2015 fiscal year.
In connection with Mr. O’Leary’s resignation, on June 25, 2015, the Company entered into a Separation, Waiver and Release Agreement with Mr. O’Leary (the “O’Leary Separation Agreement”). The O’Leary Separation Agreement provides that Mr. O’Leary will receive the following benefits:
• | On the first regularly scheduled payroll date after June 25, 2015 (the “O’Leary Termination Date”), a lump sum cash payment of his accrued but unpaid base salary earned through the O’Leary Termination Date; |
• | Within two business days after the Release Effective Date (as defined in the O’Leary Separation Agreement), a lump sum cash payment described in Section 2(a) of the O’Leary Separation Agreement, generally consisting of (i) one and on half times his base salary, plus (ii) his prorated target bonus for the 2015 fiscal year, plus (iii) the economic equivalent of his accrued but unused vacation days; |
• | Vesting of each outstanding option to purchase Company common stock granted to Mr. O’Leary under the Equity Plan that is unvested immediately prior to the O’Leary Termination |
Date and each such option will remain vested and exercisable until the applicable expiration date provided under the terms of each such option;
• | Vesting of each outstanding share of restricted common stock of the Company granted to Mr. O’Leary under the Equity Plan; |
• | Each outstanding performance stock unit granted to Mr. O’Leary under the Equity Plan that is unvested immediately prior to the O’Leary Termination Date will remain outstanding until the end of the applicable measurement period and will vest to the extent that the applicable performance goals, objectives or measures are achieved in accordance with the terms of the Equity Plan and the applicable award agreements; and |
• | Reimbursement of amounts paid by Mr. O’Leary for continued medical, dental and vision under the Company’s health plan for himself and his qualified beneficiaries. |
If a Change in Control (as defined in the O’Leary Separation Agreement) occurs within 90 days after the O’Leary Termination Date, the lump sum cash payment described in Section 2(a) of the O’Leary Separation Agreement, will be increased as described in Section 2(f) of the O’Leary Separation Agreement, to an amount generally consisting of (i) two times his base salary, plus (ii) two times his target bonus for the 2015 fiscal year.
On June 25, 2015, the Company entered into a Severance Agreement with Mr. Edwards (the “Edwards Severance Agreement”), to be effective as of the first day of Mr. Edwards’ employment, expected to be on or about July 28, 2015. The Edwards Severance Agreement provides that Mr. Edwards will be entitled to a lump sum severance payment from the Company in an amount equal to one and one-half times his base salary if, beginning on the first day of employment and ending one year after a non-interim CEO is appointed, Mr. Edwards is terminated without “Cause” (as defined in the Edwards Severance Agreement), or he resigns with “Good Reason” (as defined in the Edwards Severance Agreement).
The foregoing descriptions of each of the Taylor Separation Agreement, the O’Leary Separation Agreement and the Edwards Severance Agreement do not purport to be complete and are qualified in their entirety by reference to the Taylor Separation Agreement, the O’Leary Separation Agreement and the Edwards Severance Agreement, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 25, 2015, the Board adopted an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The amendment revises Article II, Section 2 of the Bylaws to decrease the number of directors constituting the entire Board from ten to nine directors. The full text of the Bylaws, as amended, is effective as of June 25, 2015, and is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
3.2 | Amended and Restated Bylaws of Tredegar Corporation as of June 25, 2015. |
10.1 | Separation, Waiver and Release Agreement with Nancy M. Taylor dated June 25, 2015 |
10.2 | Separation, Waiver and Release Agreement Kevin A. O'Leary dated June 25, 2015 |
10.3 | Severance Agreement with D. Andrew Edwards dated June 25, 2015 |
99.1 | Press Release, dated June 26, 2015 (furnished pursuant to Item x.xx). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TREDEGAR CORPORATION | |||
(Registrant) | |||
Date: June 29, 2015 | By: | /s/ A. Brent King | |
A. Brent King | |||
Vice President, General Counsel and Corporate Secretary | |||
EXHIBIT INDEX
Exhibit No. | Description |
3.2 | Amended and Restated Bylaws of Tredegar Corporation, as of June 25, 2015. |
10.1 | Separation, Waiver and Release Agreement with Nancy M. Taylor dated June 25, 2015 |
10.2 | Separation, Waiver and Release Agreement Kevin A. O'Leary dated June 25, 2015 |
10.3 | Severance Agreement with D. Andrew Edwards dated June 25, 2015 |
99.1 | Press Release, dated June 26, 2015 (furnished pursuant to Item x.xx). |
Exhibit 3.2
=======================================
TREDEGAR CORPORATION
AMENDED AND RESTATED BYLAWS
In Effect as of June 4, 2015
=======================================
TREDEGAR CORPORATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meeting of Shareholders
Section 1. Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Virginia, as may, from time to time, be fixed by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the shareholders, for the election of directors and transaction of such other business as may come before the meeting, shall be held in each year on the fourth Thursday in April, at 9:30 a.m., Richmond, Virginia time, or on such other date and at such other time as the Board of Directors of the Corporation may designate from time to time.
Section 3. Special Meetings. Special meetings of shareholders for any purpose or purposes may be called at any time by the Chairman of the Board or the President and Chief Executive Officer of the Corporation, or by a majority of the Board of Directors and may not be called by any other person. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.
Section 4. Notice of Meetings. Except as otherwise required by law, written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting in any of the ways set forth in the following Section 5 of this Article I.
Section 5. Methods of Notice; Electronic Transmission. Notice of meetings of the shareholders may be given by the delivery thereof to such shareholder personally or by the mailing thereof to such shareholder, in either such case at his or her address as it appears on the stock transfer books of the Corporation, or in any such other manner as may be permitted by the Virginia Stock Corporation Act, as in effect at the time (the “VSCA”) in compliance with the provisions thereof, including by “electronic transmission” (as defined in the VSCA). Notice given pursuant to this Section 5 shall be deemed given at the time specified in the VSCA for the particular form of notice used.
Section 6. Quorum; Adjournments. A majority of the votes entitled to be cast by a voting group on a matter shall constitute a quorum of the voting group for action on that matter at any meeting of the shareholders, except as otherwise provided by the VSCA, the Articles of Incorporation as in effect at the time (the “Articles”) or these Bylaws. The Chairman of the Board or any officer of the Corporation acting as chairman of the meeting shall have power to
adjourn or postpone any meeting of the shareholders from time to time (i) because of the absence of a quorum at any meeting or any adjournment thereof, or (ii) for any other reason, in any such case without notice other than announcement at the meeting before adjournment or postponement (except as otherwise provided by statute). At such adjourned or postponed meeting any business may be transacted that could have been transacted at the meeting as originally notified.
Section 7. Voting. At any meeting of the shareholders, each shareholder of a class entitled to vote on one or more of the matters coming before the meeting shall have one vote, in person or by proxy, for each share of stock of such class standing in his or her name on the books of the Corporation on any date fixed by the Board of Directors not more than seventy (70) days prior to the meeting. Except as otherwise expressly provided by the VSCA, the Articles or these Bylaws, any proposed action, other than the election of directors, by a voting group is approved if a quorum of the voting group exists and the votes cast within the voting group favoring the action exceed the votes cast opposing the action. Appointment of a proxy may be accomplished by the shareholder or such shareholder’s duly authorized attorney-in-fact or authorized officer, director, employee or agent signing an appointment form authorizing another person or persons to act for the shareholder as proxy or causing such shareholder’s signature to be affixed to such appointment form by any reasonable means, including, but not limited to, by facsimile signature. Any such appointment form shall bear a date not more than eleven (11) months prior to such meeting, unless such appointment form provides for a longer period. All appointment forms shall be effective when received by the Secretary or other officer or agent of the Corporation authorized to tabulate votes.
Section 8. Electronic Authorization. The President and Chief Executive Officer or the Secretary may approve procedures to enable a shareholder or a shareholder’s duly authorized attorney-in-fact to authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of a telegram, cablegram, internet transmission, telephone transmission or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which the inspectors of election can determine that the transmission was authorized by the shareholder or the shareholder’s duly authorized attorney-in-fact. If it is determined that such transmissions are valid, the inspectors shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section 8 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.
Section 9. Voting List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number of shares held by each. Such list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation or at its principal place of business or at the office of its transfer agent or registrar and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. If the requirements of this Section 9 have not been substantially complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with.
Section 10. Shareholder Proposals. At any annual or special meeting of the shareholders, only such business may be conducted as has been properly brought before the meeting. To be properly brought before a meeting of shareholders, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) in the case of an annual meeting of shareholders, properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be given, either by personal delivery or by United States mail, postage prepaid, to, and received by, the Secretary of the Corporation not later than one hundred twenty (120) days (or with respect to the 2014 annual meeting, ninety (90) days) before the anniversary of the date of the Corporation’s annual meeting in the immediately preceding year. In no event shall the public announcement of an adjournment or postponement of an annual meeting or the fact that an annual meeting is held before or after the anniversary of the preceding annual meeting commence a new time period for the giving of a shareholder’s notice as described above. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting (including the specific proposal to be presented) and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class and number of shares of the Corporation that are beneficially owned by the shareholder, (iv) a representation that the shareholder is a holder of record of shares of capital stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at such meeting to propose such business, (v) any material interest of the shareholder and any other person on whose behalf such proposal is made, in such business; (vi) a description (including the names of any counterparties) of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, the shareholder or any other person on whose behalf the proposal is made, the effect or intent of which is to mitigate loss, manage risk or benefit resulting from share price changes of, or increase or decrease the voting power of the shareholder or any other person on whose behalf the proposal is made with respect to, shares of stock of the Corporation, (vii) a description (including the names of any counterparties) of any agreement, arrangement or understanding with respect to such business between or among the
shareholder or any other person on whose behalf the proposal is made and any of its affiliates or associates, and any others acting in concert with any of the foregoing, and (viii) an agreement that the shareholder will notify the Corporation in writing of any changes to the information provided pursuant to clauses (iii), (vi) and (vii) above that are in effect as of the record date for the relevant meeting promptly following the later of the record date or the date notice of the record date is first publicly announced.
In the event that a shareholder attempts to bring business before an annual meeting without complying with the provisions of this Section 10 or fails to comply with the agreement referenced in clause (viii) of the immediately preceding sentence, such business shall not be transacted at such meeting. The Chairman of the Board of Directors or other officer of the Corporation acting as chairman of the meeting shall have the power and duty (i) to determine whether any proposal to bring business before the meeting was made in accordance with the procedures set forth in this Article I, Section 9 and (ii) if any business is so determined not to be proposed in compliance with this Article I, Section 9, to declare that such defective proposal shall be disregarded and that such proposed business shall not be transacted at such meeting. For purposes of these Bylaws, “public announcement” or “publicly announced” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.
Section 11. Inspectors. One or more inspectors for any meeting of shareholders shall be appointed by the chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.
ARTICLE II
Directors
Section 1. General Powers. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and except as otherwise expressly provided by the VSCA, the Articles or these Bylaws, all of the powers of the Corporation shall be vested in such Board.
Section 2. Number of Directors. The Board of Directors shall be nine (9) in number.
Section 3. Election of Directors.
Directors shall be elected at the annual meeting of shareholders to succeed those directors whose terms have expired and to fill any vacancies then existing.
Directors shall hold their offices for terms as set forth in the Articles and until their successors are elected or their earlier death, resignation or removal. Any director may be removed from office as set forth in the Articles.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board of Directors.
A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 4. Meetings of Directors. Meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, and the Secretary or officer performing the Secretary’s duties shall give not less than twenty-four (24) hours’ notice by letter, electronic mail, telephone, in person or in any other manner, including by electronic transmission, as permitted by the VSCA, of all meetings of the directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting. Directors may be allowed, by resolution of the Board, a reasonable fee and expenses for attendance at meetings.
Section 5. Nominations. Subject to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, nominations for the election of directors shall be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote in the election of directors generally. However, any shareholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if written notice of such shareholder’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to, and received by, the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of shareholders, one hundred twenty (120) days (or with respect to the 2014 annual meeting, ninety (90) days) before the anniversary of the date of the Corporation’s annual meeting in the immediately preceding year, and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. In no event shall the public announcement of an adjournment or postponement of an annual meeting or the fact that an annual meeting is held before or after the anniversary of the preceding annual meeting commence a new time period for the giving of a shareholder’s notice as described above. Each notice shall set forth: (i) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) the class and number of shares of the Corporation that are owned by the shareholder and any other person on whose behalf the nomination is made, (iii) a representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (v) a description (including the names of any counterparties) of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, the shareholder and any other person on whose behalf the nomination is made, the effect or intent of which is to mitigate loss, manage risk or benefit resulting from share price changes of, or increase or decrease the voting power of the shareholder or any other person on whose behalf the nomination is made with respect to, shares of stock of the Corporation, (vi) a description (including the names of any counterparties) of any agreement, arrangement or understanding with respect to such nomination between or among the shareholder or any other person on whose behalf the nomination is made and any of its affiliates or associates, and any others acting in concert with any of the foregoing, (vii) an agreement that the shareholder will notify the Corporation in writing of any changes to the information provided pursuant to clauses (ii), (v) and (vi) above that are in effect as of the record date for the relevant meeting promptly following the later of the record date or the date notice of the record date is first publicly announced, and (viii) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to other applicable laws, had the nominee been nominated, or intended to be nominated, by the Board of Directors; and shall include a signed consent of each such nominee to being named in the proxy statement for such meeting as a nominee and to serve as a director of the Corporation if so elected. The Chairman of the Board or other officer of the Corporation acting as chairman of the meeting shall have the power and duty to determine whether such a proposed nomination has been made in compliance with this Section 5 and, if any proposed nomination is determined not to comply, or if the shareholder making such nomination fails to comply with the agreement referenced in clause (vii) of the immediately preceding sentence, the nomination shall be disregarded, and such nominee shall not be eligible or stand for election at such meeting.
Section 6. Director Emeritus. The Board of Directors may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall be elected for a term expiring on the date of the regular meeting of the Board of Directors following the next annual meeting of shareholders. Each Director Emeritus may attend meetings of the Board of Directors, but shall not be entitled to vote at such meetings and shall not be considered a “director” for purposes of these Bylaws or for any other purpose.
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors may designate an Executive Committee, which shall consist of three or more directors. The members of the Executive Committee shall serve until their successors are designated by the Board of Directors,
until removed or until the Executive Committee is dissolved by the Board of Directors. All vacancies that occur in the Executive Committee shall be filled by the Board of Directors.
When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, the Articles and these Bylaws, except as otherwise provided in the VSCA and except that the Executive Committee shall not have the power to elect the President and Chief Executive Officer of the Corporation. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all actions which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.
Meetings of the Executive Committee shall be held at such places and at such times fixed by resolution of the Committee, or upon call of the Chairman of the Committee. Not less than twelve (12) hours’ notice of all meetings of the Executive Committee shall be given in any manner permitted by the VSCA, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Committee and that meetings may be held at any time without notice if all of the members of the Committee are present or if those not present waive notice in writing either before or after the meeting. A majority of the members of the Executive Committee then serving shall constitute a quorum for the transaction of business at any meeting.
Section 2. Executive Compensation Committee. The Board of Directors shall designate an Executive Compensation Committee, which shall consist of at least two directors, each of whom shall satisfy the independence requirements of the New York Stock Exchange and the Corporation’s Governance Guidelines, each as then in effect. The Executive Compensation Committee shall fix its own rules of procedure and a majority of the members serving shall constitute a quorum. The responsibilities of the Executive Compensation Committee shall be set forth in the Executive Compensation Committee’s charter as approved by the Board of Directors.
Section 3. Audit Committee. The Board of Directors shall designate an Audit Committee, which shall consist of three or more directors, each of whom shall satisfy the independence requirements of the New York Stock Exchange and the Corporation’s Governance Guidelines, each as then in effect. The Audit Committee shall fix its own rules of procedure and a majority of the members serving shall constitute a quorum. The responsibilities of the Audit Committee shall be set forth in the Audit Committee’s charter as approved by the Board of Directors.
Section 4. Nominating and Governance Committee. The Board of Directors shall designate a Nominating and Governance Committee, which shall consist of three or more directors, each of whom shall satisfy the independence requirements of the New York Stock Exchange and the Corporation’s Governance Guidelines, each as then in effect. The Nominating and Governance Committee shall fix its own rules of procedure and a majority of the members serving shall constitute a quorum. The responsibilities of the Nominating and Governance Committee shall be set forth in the Nominating and Governance Committee’s charter as approved by the Board of Directors.
Section 5. Other Committees of Board. The Board of Directors, by resolution duly adopted, may establish such other committees of the Board having limited authority in the management of the affairs of the Corporation as it may deem advisable and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.
Section 6. Duties of the Chairman of the Board. The Chairman of the Board shall serve as the Chairman of the Board of Directors. The Chairman of the Board shall preside at all meetings of shareholders and the Board of Directors. In addition, he shall perform all duties incident to the position of the Chairman of the Board and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 7. Duties of Vice Chairmen. The Corporation may elect one or more Vice Chairmen of the Board. In the absence or incapacity of the Chairman of the Board, a Vice Chairman shall perform the duties of the Chairman, shall have the same authority, including, but not limited to, presiding at all meetings of the Board of Directors and the Corporation’s shareholders, and one or more Vice Chairmen shall serve as a member of all committees of the Board of which the Chairman of the Board is a member. In addition, one or more Vice Chairmen of the Board shall perform all duties as from time to time may be assigned to him or her by the Board of Directors.
ARTICLE IV
Officers
Section 1. Election. The officers of the Corporation shall consist of a President and Chief Executive Officer, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice Presidents or Senior Vice Presidents), a Secretary and a Treasurer. In addition, such other officers as are provided in Section 3 of this Article may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors or until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine.
Section 2. Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time by a resolution passed at any meeting of the Board of Directors or by a written consent in lieu thereof. Vacancies may be filled at any meeting of the Board of Directors or by a written consent in lieu thereof.
Section 3. Other Officers. Other officers may from time to time be elected by the Board, including, without limitation, one or more Assistant Secretaries and Assistant Treasurers.
Section 4. Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are hereinafter provided and as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.
Section 5. Duties of the President and Chief Executive Officer. The President and Chief Executive Officer shall be the chief executive officer of the Corporation, shall have direct supervision over the business of the Corporation and its several officers, subject to the authority of the Board of Directors, and shall consult with and report to the Board of Directors directly and through the Chairman of the Board. The President and Chief Executive Officer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and Chief Executive Officer and such other duties as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board.
Section 6. Duties of the Vice Presidents. Each Vice President of the Corporation (including any Executive Vice President and Senior Vice President) shall have such powers and duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board or the President and Chief Executive Officer. Any Vice President of the Corporation (including any Executive Vice President or Senior Vice President) may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.
Section 7. Duties of the Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and shall cause all such funds and securities to be deposited in such banks and depositories as the Board of Directors from time to time may direct. He shall maintain adequate accounts and records of all assets, liabilities and transactions of the Corporation in accordance with generally accepted accounting practices; shall exhibit his accounts and records to any of the directors of the Corporation at any time upon request at the office of the Corporation; shall render such statements of his accounts and records and such other statements to the Board of Directors and officers as often and in such manner as they shall require; and shall make and file (or supervise the making and filing of) all tax returns required by law. He shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board or the President and Chief Executive Officer.
Section 8. Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors, the Executive Committee and all other Committees of the Board, and the shareholders of the Corporation, and shall keep the minutes thereof in the proper book or books to be provided for that purpose. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates for stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books,
records and papers of the Corporation relating to its organization and management as a Corporation; shall see that the reports, statements and other documents required by law (except tax returns) are properly filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board or the President and Chief Executive Officer.
Section 9. Other Duties of Officers. Any officer of the Corporation shall have, in addition to the duties prescribed herein or by law, such other duties as from time to time shall be prescribed by the Board of Directors, the Chairman of the Board or the President and Chief Executive Officer.
ARTICLE V
Capital Stock
Section 1. Shares; Certificates. The shares of capital stock of the Corporation may be certificated or uncertificated. Certificated shares shall be in forms prescribed by the Board of Directors and executed in any manner permitted by the VSCA and stating thereon the information required by the VSCA. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. In the event that any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares of the Corporation, the Corporation shall send, or cause to be sent, to the holder a written statement that shall include the information required by law to be set forth on certificates for shares of capital stock.
Section 2. Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may, in its discretion, cause one or more new certificates or uncertificated shares for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.
Section 3. Transfer of Stock. Certificated shares of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by his or her attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. Uncertificated shares shall be transferable or assignable only on the books of the Corporation upon proper instruction from the holder of such shares (in accordance with procedures adopted from time to time by the President, any Vice President or
the Secretary). The Corporation will recognize the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.
Section 4. Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or entitled to receive payment for any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix the date on which the Board takes such action or a future date as the record date for any such determination of shareholders, such record date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 4 such determination shall apply to any postponement or adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is postponed or adjourned to a date more than 120 days after the date fixed for the original meeting.
ARTICLE VI
Miscellaneous Provisions
Section 1. Seal. The seal of the Corporation shall consist of a flat-face circular die, of which there may be any number of counterparts, on which there shall be engraved in the center the words “Tredegar Corporation.”
Section 2. Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year, and shall consist of such accounting periods as may be recommended by the Treasurer and approved by the Executive Committee.
Section 3. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series of the shares being held.
Any person who shall have been a shareholder of record for at least six months immediately preceding his demand or who shall be the holder of record of at least five percent (5%) of all the outstanding shares of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person, or by agent or attorney at any reasonable time or times, for any proper purpose, its books and records of account, minutes and records of shareholders and to make extracts therefrom. Upon the written request of a shareholder, the Corporation shall mail to such shareholder its most recent published financial statements showing in reasonable detail its assets and liabilities and the results of its operations.
The Board of Directors shall, subject to the provisions of the immediately preceding paragraph of this Section 3, to the provisions of Section 7 of Article I and to the VSCA, have the power to determine from time to time whether and to what extent and under what conditions and limitations the accounts, records and books of the Corporation, or any of them, shall be open to the inspection of the shareholders.
Section 4. Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.
Section 5. Amendment of Bylaws. These Bylaws may be amended or altered by the Board of Directors. The shareholders entitled to vote in respect of the election of directors, however, shall have the power to rescind, alter, amend or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.
Section 6. Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, the Chairman of the Board, the President and Chief Executive Officer, any Executive Vice President or any Senior Vice President shall have authority from time to time (i) to appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast any vote which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, (ii) to cast such votes directly or (iii) to consent in writing to any action by any of such other corporation, and shall instruct any person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises.
Section 7. Restriction on Transfer. To the extent that any provision of the Amended and Restated Rights Agreement between the Corporation and National City Bank, dated as of June 30, 2009, as amended, is deemed to constitute a restriction on the transfer of any securities of the Corporation, including, without limitation, the Rights, as defined therein, such restriction is hereby authorized by the Bylaws of the Corporation.
Section 8. Control Share Acquisition Statute. Article 14.1 of the VSCA (“Control Share Acquisitions”) shall not apply to acquisitions of shares of stock of the Corporation.
Exhibit 10.1
SEPARATION, WAIVER AND RELEASE AGREEMENT
THIS SEPARATION, WAIVER AND RELEASE AGREEMENT (this “Agreement”) is made and entered into by and between Tredegar Corporation, a Virginia corporation (the “Company”) and Nancy M. Taylor (the “Executive”, and together with the Company, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Amended and Restated Severance Agreement entered into between the Parties effective as of February 3, 2014 (the “Severance Agreement”).
WHEREAS, the Company and the Executive have mutually agreed to terminate the Executive's employment with the Company and her service as the Company's President and Chief Executive Officer and as a member of the Board of Directors of the Company (the “Board”), in each case, effective as of June 25, 2015 (the “Termination Date”); and
WHEREAS, in consideration of the Executive’s significant contributions to the growth of the Company and its Affiliates and her execution of this Agreement, the Company has agreed to pay the Executive the severance benefits set forth in Section 2 of the Severance Agreement, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in exchange for the mutual commitments and other consideration contained in this Agreement, the Parties agree as follows:
1. The Executive’s employment with the Company and her service as the Company's President and Chief Executive Officer and as a member of the Board shall terminate, in each case, as of the Termination Date. Effective as of the Termination Date, the Executive hereby resigns all positions she holds with the Company and its Affiliates, including as an officer or director, as well as from all other positions or appointments that she may hold by or through the Company and its Affiliates, including, but, not limited to, any industry panels or benefit plans. The Executive agrees to execute, promptly upon request by the Company or an Affiliate, any additional documents necessary to effectuate any such resignation. In addition:
(a) within ten (10) business days after the Termination Date, the Executive shall return to the Company all Company property in her possession or control and all documents (electronic or otherwise) that are Company property or contain proprietary or confidential information of the Company or an Affiliate;
(b) on the first regularly scheduled Company payroll date after the Termination Date, the Company shall pay to the Executive a lump sum cash payment in respect of the Executive’s accrued but unpaid base salary earned through the Termination Date;
(c) within ninety (90) calendar days after the Termination Date, the Executive shall submit to the Company (together with the requisite documentation) reimbursement
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claims for all reasonable business expenses incurred but not previously reimbursed in connection with the performance of her duties through the Termination Date, which expenses shall be promptly reimbursed in accordance with the Company's policies for expense reimbursement. The Executive shall not incur any such expenses following the Termination Date; and
(d) the Company shall provide the Executive with rights to indemnification and D&O insurance on the same terms and conditions as it provides such indemnification and insurance coverage to its directors and officers.
2. Subject to Sections 3 and 8 hereof, the Executive shall be entitled to receive the following (the “Severance Benefits”):
(a) a lump-sum cash payment equal to $1,899,322.75 (representing the sum of (i) $1,510,552, equal to two (2) times the Executive’s annual rate of base salary as in effect on the Termination Date plus (ii) $327,770 in respect of the Executive’s target bonus for 2015, pro-rated based on the number of days the Executive was employed during 2015, plus (iii) $61,000.75 in respect of any accrued but unused vacation days through the Termination Date), paid in a single lump sum (less any deductions for applicable income and employment taxes) within two (2) business days after the “Release Effective Date” (as defined in Section 13 hereof);
(b) each outstanding option to purchase Company common stock granted to the Executive under the Company’s 2004 Equity Incentive Plan (the “Equity Plan”) that is unvested as of immediately prior to the Termination Date shall become vested and exercisable as of the Termination Date for the shares that remain subject to such option, and, notwithstanding any contrary provision in the Equity Plan or any applicable award agreement, each outstanding option to purchase Company common stock granted to the Executive under the Equity Plan that is vested and exercisable as of the Termination Date (including those options that became vested and exercisable as of the Termination Date pursuant to this Section 2(b)) shall remain exercisable until the end of the seven (7) year term or ten (10) year term, as applicable, of the option, without regard to any requirement of continued employment;
(c) each outstanding share of restricted Company common stock granted to the Executive under the Equity Plan shall become vested and transferable as of the Termination Date;
(d) each outstanding performance stock unit granted to the Executive under the Equity Plan that is unvested and outstanding as of immediately prior to the Termination Date shall remain outstanding until the end of the applicable measurement period or periods and shall be earned to the extent that the applicable performance goals, objectives or measures are achieved in accordance with the terms of the Equity Plan and the applicable award agreements; and in the event of a Change in Control (as defined in the applicable award agreements), each then outstanding performance stock unit shall
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become fully vested on the Control Change Date (as defined in the applicable award agreements) for the maximum number of units that may be earned under the award, without regard to any requirement of continued employment, except for each then outstanding performance stock unit granted to the Executive in 2015, which shall become fully vested for the target number of units that may be earned under such award, without regard to any requirement of continued employment;
(e) reimbursement of the amounts the Executive pays for continued medical, dental and vision coverage under the health plan of the Company or an Affiliate pursuant to Code Section 4980B for the Executive and her “qualified beneficiaries” (as defined in Code Section 4980B), until the earlier of (x) the date that the Executive or her qualified beneficiary is no longer entitled to continued coverage under Code Section 4980B or (y) the end of the eighteenth (18th) month of such coverage, provided that the first such reimbursement payment shall be made within two (2) business days after the Release Effective Date (and shall include reimbursement for amounts paid by the Executive for coverage after the Termination Date through the date of such first payment) and thereafter, such reimbursement payments shall be made on the fifteenth (15th) day of the calendar month following the month in which the Executive paid the cost of such coverage; and
(f) if a Change in Control (as defined in the Severance Agreement) occurs within ninety (90) days after the Termination Date, the severance pay described in Section 2(a)(i) and (ii) above shall be increased to (i) $1,510,552, equal to two (2) times the Executive’s annual rate of base salary as in effect on the Termination Date plus (ii) $1,359,497, equal to two (2) times the Executive’s target bonus for 2015.
The Executive’s right to receive vested payments and benefits under any other plan, program or arrangement maintained by the Company or an Affiliate (including, without limitation, the Tredegar Corporation Retirement Income Plan and the Savings Plan Benefit Restoration Plan for Employees of Tredegar Corporation, as applicable) shall be governed by the terms of such other plan, program or arrangement that are applicable to terminated employees.
Attached to this Agreement as Exhibit A is a letter that reflects the modification of the Executive’s outstanding stock option agreements, restricted Company common stock agreements and performance stock unit agreements as set forth in Sections 2(b), (c) and (d) above, and confirming the share withholding for taxes as described in Section 15 below.
3. The Company will pay or provide the Severance Benefits to the Executive in accordance with the terms of this Agreement if, and only if, this Agreement is executed by the Parties and becomes binding and irrevocable by the Executive within sixty (60) calendar days following the Termination Date.
4. The Executive acknowledges that the Severance Benefits are in exchange for the Executive’s commitments and obligations set forth in this Agreement, Section 3 of the Severance Agreement, and the Secrecy Agreement, and exceed any amounts to which she would be entitled
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under any law, regulation, contract or any policy or benefit plan of the Company or an Affiliate. The Executive agrees that except as specifically stated in Section 2 hereof or with respect to any vested payments or benefits under any employee benefit plan of the Company or an Affiliate in which she participates, she is not entitled to any other compensation or benefits of any amount, form or nature from the Company or its Affiliates.
5. The Executive agrees that she will in no way disparage any “Released Party” (as defined in Section 9 hereof) to any person or entity, and that at all times she will conduct herself in a manner intended and reasonably designed to promote and preserve the goodwill and reputation of each Released Party. The Executive further agrees to reasonably cooperate with and assist the Company and each Affiliate in any legal dispute or regulatory matter in which the Company or an Affiliate may become involved, including providing information, documents, submitting to depositions, and providing testimony, if requested, related to events which predate this Agreement. The Company’s requests for cooperation shall not materially interfere with work, civic or other responsibilities of the Executive. The Company shall pay any expenses incurred by the Executive in connection with such cooperation. The Company agrees that it will not disparage the Executive and shall respond to any future request for a job reference by solely providing the Executive’s title and dates of employment with the Company.
6. The Executive reaffirms her commitments and obligations under Section 3 of the Severance Agreement. The Executive agrees that the restrictions set forth in Section 3 of the Severance Agreement are fair and reasonable in time, function, customer base and geography and are no greater than necessary to protect the legitimate business interests of the Company and its Affiliates.
7. The Executive reaffirms her commitments and obligations under the Secrecy Agreement.
8. The Executive shall forfeit the right to receive the Severance Benefits if the Executive breaches any of the covenants set forth in Section 3 of the Severance Agreement or in the Secrecy Agreement. If the Executive breaches any of the covenants set forth in Section 3 of the Severance Agreement, or in the Secrecy Agreement, she shall be liable to the Company for the repayment of any Severance Benefits previously paid to her.
9. The Executive, on behalf of herself, her heirs, personal representatives and assigns, forever releases the Released Parties from any and all obligations, claims, demands, causes of action, damages, or liabilities of any kind or nature whatsoever arising out of her employment with the Company and its Affiliates, including the termination of that employment, or arising out of any other event, act or communication occurring prior to the Termination Date, including all matters and things now known and all matters and things which may hereafter be discovered, if such there be. This release includes, without limitation, all claims for attorneys' fees and punitive or consequential damages and all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the Age Discrimination in Employment Act and the Older Workers' Benefit Protection Act; the Employee Retirement Income Security Act; the Americans with Disabilities Act; Title VII of the Civil
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Rights Act of 1964; the Family and Medical Leave Act; the Civil Rights Act of 1991; the Fair Labor Standards Act; the Equal Pay Act; the Immigration and Reform Control Act; the Uniform Services Employment and Re-Employment Act; the Rehabilitation Act of 1973; any "whistleblower" or retaliation claims (to the extent permitted by applicable law); Executive Order 11246; the Virginia Human Rights Act; the Virginians with Disabilities Act; Virginia’s state genetic testing law; the Virginia Equal Pay law; the Virginia Occupational Safety and Health Act; the Virginia Fraud Against Taxpayers Act; the Virginia Minimum Wage Act; and/or the Virginia Payment of Wage Law. The Executive further agrees to waive any claim for employment with the Company or an Affiliate, and covenants not to seek employment with the Company or an Affiliate in the future. Notwithstanding the preceding sentences of this Section 9, this Agreement shall not prevent the Executive from enforcing any rights that she may have with respect to this Agreement or the payment of the Severance Benefits or with respect to the payment of any vested payments or benefits payable to her as a terminated employee under, and in accordance with, the terms of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended). For purposes of this Agreement, the term “Released Parties” means the Company, its Affiliates, the successors and assigns of the Company or an Affiliate, the past, present and future directors, executive committee members, officers, managers, employees, agents and representatives of the Company or an Affiliate and the employee benefit plans (as defined above) of the Company or an Affiliate and the plan administrators, fiduciaries and agents of each such plan, in their individual and representative capacities. The term “Released Party” means each of the foregoing persons or entities. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that nothing in this Agreement shall be construed to release any claims or prohibit the exercise of any rights by the Executive that the Executive may not waive or forego as a matter of law. The Executive represents that the Executive has no complaints, charges or lawsuits currently pending against Released Parties arising out of or relating to her employment. The Executive further covenants and agrees that neither the Executive nor her heirs, executors, administrators, successors or assigns will be entitled to any personal recovery in any proceeding of any nature whatsoever against the Released Parties arising out of any of the matters released in this Section 9.
10. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia but without giving effect to the conflict of laws principles that may require the application of the laws of another jurisdiction. The exclusive venue for the resolution of any disputes relating to this Agreement shall be the United States District Court for the Eastern District of Virginia or any court of the Commonwealth of Virginia sitting in the City of Richmond, Virginia. This agreement supersedes all prior agreements, representations, discussions, and understandings concerning the subject matter addressed in this Agreement, including but not limited to, all provisions of the Severance Agreement, except that each of Section 3 of the Severance Agreement, and the Secrecy Agreement, shall remain in full force and effect in accordance with its terms. Except for Section 3 of the Severance Agreement, and the Secrecy Agreement, all provisions of the Severance Agreement are hereby terminated. The Company agrees to pay all legal fees and expenses incurred by the Executive in connection with the negotiation and execution of this Agreement up to twelve thousand dollars ($12,000) (in the aggregate, including legal fees and expenses incurred by Kevin O’Leary in connection with the
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negotiation and execution of his Separation, Waiver and Release Agreement), provided the Company receives an invoice from the Executive's counsel within ninety (90) days after the date hereof with appropriate detail regarding the legal services rendered in connection with this Agreement. Such payment shall be made no later than twenty (20) days following receipt of such invoice.
11. It is understood that this Agreement is not to be construed as an admission of liability or the commission of any unlawful act or beach of contractual obligation by either any Released Party or the Executive. The Executive and the Company agree that they will not attempt to introduce this Agreement or any of its terms as evidence in any legal proceeding, other than a legal proceeding in which one of the parties to this Agreement asserts that the other party has breached the provisions of this Agreement. If any other circumstance should arise in which one of the Parties determines that any of the terms of this Agreement are relevant and necessary to a legal proceeding, the Party seeking to use this Agreement or any of its terms shall promptly notify the other so that such other Party may protect its interests.
12. The Executive acknowledges that (a) the Company has advised the Executive of her right to consult with an attorney prior to executing this Agreement, (b) the Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) the Executive is entering into this Agreement, including the releases set forth in Section 9 of this Agreement, knowingly, freely and voluntarily in exchange for good and valuable consideration.
13. The Executive acknowledges that she has forty-five (45) calendar days from the Termination Date to consider this Agreement and Exhibit B hereto, although she may sign it sooner. The Executive acknowledges that she has seven (7) calendar days to revoke the terms of this Agreement and Exhibit B hereto following her execution of this Agreement and, by executing this Agreement, confirms her acceptance of those terms. Such revocation must be in writing and must be e-mailed to A. Brent King at brent.king@tredegar.com, with copy to Anita de Lorme at anita.delorme@tredegar.com. Notice of such revocation must be received within the seven (7) calendar days referenced above. Provided that the Executive does not revoke this Agreement during the seven (7) calendar day period following her execution of this Agreement, this Agreement shall become binding and irrevocable on the eighth (8th) calendar day following her execution of this Agreement (the “Release Effective Date”).
14. If for any reason this Agreement and the release and waiver set forth herein shall not take effect or if this Agreement is revoked by the Executive during the seven (7) day period following her execution of this Agreement, the Executive shall have no rights to the Severance Benefits.
15. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling, as well as authorized or required deductions. When restricted Company common stock and performance stock unit grants become taxable, the Company shall satisfy the applicable tax withholding requirements by withholding shares of Company common stock whose fair market value equals the applicable tax withholding amount.
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16. This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with, or otherwise be exempt from, Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 16, the Board shall modify this Agreement in the least restrictive manner necessary. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. To the extent necessary to avoid accelerated income tax or penalties under Section 409A, with respect to any payments that are subject to Section 409A: (i) any payment that is scheduled to be paid within six (6) months after a Separation from Service shall accrue without interest and shall be paid on the first day of the seventh (7th) month beginning after the date of the Executive’s Separation from Service or, if earlier, within fifteen (15) calendar days after the appointment of the personal representative or executor of the Executive’s estate following her death, and (ii) in no event shall the timing of the Employee’s execution of this Agreement, directly or indirectly, result in the Employee designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, based on timing of the execution of the Release, payment shall be made in the later taxable year.
17. When either party desires or is required to give notice to the other party pursuant to any term of this Agreement, the notice shall be in writing and: (i) delivered personally; or (ii) sent by a nationally recognized overnight delivery service (such as, but not limited to, FedEx), all charges prepaid; or (iii) sent by United States Postal Service certified mail, return receipt requested, postage prepaid. All notices shall be delivered or sent to the address for each Party set forth below or such other address as either Party notifies the other in accordance with the terms of this Agreement. Notices shall be deemed to have been given upon receipt or refusal to accept by the party to which the notice is delivered or sent.
If to the Company: A. Brent King, Esq.
Vice President, General Counsel and Corporate Secretary
Tredegar Corporation
1100 Boulders Parkway
Richmond, VA 23225
If to the Executive: At the address currently reflected in the Company’s records.
18. This Agreement may be executed in one or more counterparts, and each counterpart shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A faxed or .pdf-ed signature shall operate the same as an original signature.
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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement on the dates indicated below.
TREDEGAR CORPORATION | NANCY M. TAYLOR |
By: _/s/ A. Brent King__________________ | _/s/ Nancy M. Taylor____________________ |
Name: A. Brent King | |
Title: Vice President and General Counsel | |
Dated: June 25, 2015 | Dated: June 25, 2015 |
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EXHIBIT A
[Letter Regarding Treatment of Equity Awards]
EXHIBIT A
TREDEGAR CORPORATION
1100 Boulders Parkway
Richmond, VA 23225
July 2, 2015
Nancy M. Taylor
Dear Nancy,
This letter confirms that, pursuant to the Separation, Waiver and Release Agreement (the “Separation Agreement”) entered into on June 25, 2015 (the “Termination Date”) by and between you and Tredegar Corporation (the “Company”), your equity awards relating to shares of the Company’s common stock set forth on Schedule I hereto have been modified in accordance with the terms of the Separation Agreement in the following respects:
(A) Options. Each outstanding option to purchase Company common stock granted to you under the Company’s 2004 Equity Incentive Plan (the “Equity Plan”) that was unvested as of immediately prior to the Termination Date has become vested and exercisable as of the Termination Date for the shares that remained subject to such option, and, notwithstanding any contrary provision in the Equity Plan or any applicable award agreement, each outstanding option to purchase Company common stock granted to you under the Equity Plan that was vested and exercisable as of the Termination Date (including those options that became vested and exercisable as of the Termination Date pursuant to the first clause of this sentence) shall remain exercisable until the end of the seven (7) year term or ten (10) year term, as applicable, of the option, without regard to any requirement of continued employment by you;
(B) Restricted Stock. Each outstanding share of restricted Company common stock granted to you under the Equity Plan became vested and transferable as of the Termination Date; and
(C) Performance Stock Units. Each outstanding performance stock unit granted to you under the Equity Plan that was unvested and outstanding as of immediately prior to the Termination Date shall remain outstanding until the end of the applicable measurement period or periods and shall be earned to the extent that the applicable performance goals, objectives or measures are achieved in accordance with the terms of the Equity Plan and the applicable award agreements; [and in the event of a Change in Control (as defined in the applicable award agreements), each then outstanding performance stock unit shall become fully vested on the Control Change Date (as defined in the applicable award agreements) for the maximum number of units that may be earned under the award, without regard to any requirement of continued employment by you, except for each then outstanding performance stock unit granted to you in 2015, which shall become fully vested for the target number of units that may be earned under such award, without regard to any requirement of continued employment by you].
In addition, this letter confirms that when the shares of restricted Company common stock and performance stock units granted to you become taxable, the Company shall satisfy the applicable tax withholding requirements by withholding shares of Company common stock whose fair market value equals the applicable tax withholding amount.
[Remainder of Page Intentionally Left Blank]
TREDEGAR CORPORATION
By: ______________________________
Name: A. Brent King
Title: Vice President, General Counsel and Secretary
SCHEDULE I
Options
Grant Year | Shares Subject to Option | Exercise Price | Expiration Date |
2009 | 37,500 | $18.12 | 2/18/2016 |
2010 | 100,000 | $17.13 | 2/18/2017 |
2011 | 73,900 | $19.84 | 2/15/2018 |
2012 | 44,200 | $19.40 | 3/06/2022 |
2013 | 50,700 | $24.84 | 2/21/2023 |
2014 | 46,620 | $22.49 | 3/28/2024 |
Restricted Stock
Grant Year | Number of Shares |
2013 | 22,000 |
2014 | 18,660 |
2015 | 15,141 |
Performance Stock Units
Grant Year | Number of PSUs |
2013 | 26,600 |
2014 | 19,344 |
2015 | 47,794 |
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EXHIBIT B
This disclosure is being provided to you pursuant to the requirements of the Older Workers Benefit Protection Act.
1. The decisional unit was all executive officer level employees of Tredegar Corporation (the "Company").
2. Upon certain terminations of employment, executive officer level employees of the Company are eligible for certain severance payments benefits in exchange for a general release of claims under the terms of certain severance agreements between the executives and the Company. Due to a business restructuring, the Company and certain executive officer level executives are terminating the employment relationship under circumstances that will give rise to eligibility for severance payments and benefits (the “Eligible Employees”).
3. All Eligible Employees who are age 40 and older will have forty-five (45) calendar days to consider the terms of their release agreement. Once an Eligible Employee signs such release agreement, such Eligible Employees will have seven (7) calendar days to revoke his or her consent to the release agreement.
4. The following is a list, as of June 25, 2015, of all executive officer level employees of the Company by (a) job title, (ii) work location, (iii) age, and (iv) whether their employment with the Company is being terminated at this time:
Job Title | Work Location | Age | Termination of Employment |
President and Chief Executive Officer | Richmond, VA | 55 | Yes |
Vice President, Chief Financial Officer and Treasurer | Richmond, VA | 57 | Yes |
Vice President and President, Film Products | Richmond, VA | 62 | No |
Vice President, General Counsel and Secretary | Richmond, VA | 46 | No |
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Exhibit 10.2
SEPARATION, WAIVER AND RELEASE AGREEMENT
THIS SEPARATION, WAIVER AND RELEASE AGREEMENT (this “Agreement”) is made and entered into by and between Tredegar Corporation, a Virginia corporation (the “Company”) and Kevin A. O’Leary (the “Executive”, and together with the Company, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Amended and Restated Severance Agreement entered into between the Parties effective as of February 3, 2014 (the “Severance Agreement”).
WHEREAS, the Company and the Executive have mutually agreed to terminate the Executive's employment with the Company and his service as the Company's Vice President, Chief Financial Officer and Treasurer effective as of June 25, 2015 (the “Termination Date”); and
WHEREAS, in consideration of the Executive’s significant contributions to the growth of the Company and its Affiliates and his execution of this Agreement, the Company has agreed to pay the Executive the severance benefits set forth in Section 2 of the Severance Agreement, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in exchange for the mutual commitments and other consideration contained in this Agreement, the Parties agree as follows:
1. The Executive’s employment with the Company and his service as the Company's Vice President, Chief Financial Officer and Treasurer shall terminate as of the Termination Date. Effective as of the Termination Date, the Executive hereby resigns all positions he holds with the Company and its Affiliates, including as an officer or director, as well as from all other positions or appointments that he may hold by or through the Company and its Affiliates, including, but, not limited to, any industry panels or benefit plans. The Executive agrees to execute, promptly upon request by the Company or an Affiliate, any additional documents necessary to effectuate any such resignation. In addition:
(a) within ten (10) business days after the Termination Date, the Executive shall return to the Company all Company property in his possession or control and all documents (electronic or otherwise) that are Company property or contain proprietary or confidential information of the Company or an Affiliate;
(b) on the first regularly scheduled Company payroll date after the Termination Date, the Company shall pay to the Executive a lump sum cash payment in respect of the Executive’s accrued but unpaid base salary earned through the Termination Date;
(c) within ninety (90) calendar days after the Termination Date, the Executive shall submit to the Company (together with the requisite documentation) reimbursement claims for all reasonable business expenses incurred but not previously reimbursed in
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connection with the performance of his duties through the Termination Date, which expenses shall be promptly reimbursed in accordance with the Company's policies for expense reimbursement. The Executive shall not incur any such expenses following the Termination Date; and
(d) the Company shall provide the Executive with rights to indemnification and D&O insurance on the same terms and conditions as it provides such indemnification and insurance coverage to its directors and officers.
2. Subject to Sections 3 and 8 hereof, the Executive shall be entitled to receive the following (the “Severance Benefits”):
(a) a lump-sum cash payment equal to $685,865.09 (representing the sum of (i) $557,008.50, equal to one and a half (1.5) times the Executive’s annual rate of base salary as in effect on the Termination Date plus (ii) $107,434 in respect of the Executive’s target bonus for 2015, pro-rated based on the number of days the Executive was employed during 2015, plus (iii) $21,422.59 in respect of any accrued but unused vacation days through the Termination Date), paid in a single lump sum (less any deductions for applicable income and employment taxes) within two (2) business days after the “Release Effective Date” (as defined in Section 13 hereof);
(b) each outstanding option to purchase Company common stock granted to the Executive under the Company’s 2004 Equity Incentive Plan (the “Equity Plan”) that is unvested as of immediately prior to the Termination Date shall become vested and exercisable as of the Termination Date for the shares that remain subject to such option, and, notwithstanding any contrary provision in the Equity Plan or any applicable award agreement, each outstanding option to purchase Company common stock granted to the Executive under the Equity Plan that is vested and exercisable as of the Termination Date (including those options that became vested and exercisable as of the Termination Date pursuant to this Section 2(b)) shall remain exercisable until the end of the seven (7) year term or ten (10) year term, as applicable, of the option, without regard to any requirement of continued employment;
(c) each outstanding share of restricted Company common stock granted to the Executive under the Equity Plan shall become vested and transferable as of the Termination Date;
(d) each outstanding performance stock unit granted to the Executive under the Equity Plan that is unvested and outstanding as of immediately prior to the Termination Date shall remain outstanding until the end of the applicable measurement period or periods and shall be earned to the extent that the applicable performance goals, objectives or measures are achieved in accordance with the terms of the Equity Plan and the applicable award agreements; and in the event of a Change in Control (as defined in the applicable award agreements), each then outstanding performance stock unit shall become fully vested on the Control Change Date (as defined in the applicable award
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agreements) for the maximum number of units that may be earned under the award, without regard to any requirement of continued employment, except for each then outstanding performance stock unit granted to the Executive in 2015, which shall become fully vested for the target number of units that may be earned under such award, without regard to any requirement of continued employment;
(e) reimbursement of the amounts the Executive pays for continued medical, dental and vision coverage under the health plan of the Company or an Affiliate pursuant to Code Section 4980B for the Executive and his “qualified beneficiaries” (as defined in Code Section 4980B), until the earlier of (x) the date that the Executive or his qualified beneficiary is no longer entitled to continued coverage under Code Section 4980B or (y) the end of the eighteenth (18th) month of such coverage, provided that the first such reimbursement payment shall be made within two (2) business days after the Release Effective Date (and shall include reimbursement for amounts paid by the Executive for coverage after the Termination Date through the date of such first payment) and thereafter, such reimbursement payments shall be made on the fifteenth (15th) day of the calendar month following the month in which the Executive paid the cost of such coverage; and
(f) if a Change in Control (as defined in the Severance Agreement) occurs within ninety (90) days after the Termination Date, the severance pay described in Section 2(a)(i) and (ii) above shall be increased to (i) $742,678, equal to two (2) times the Executive’s annual rate of base salary as in effect on the Termination Date plus (ii) $445,606.80, equal to two (2) times the Executive’s target bonus for 2015.
The Executive’s right to receive vested payments and benefits under any other plan, program or arrangement maintained by the Company or an Affiliate (including, without limitation, the Savings Plan Benefit Restoration Plan for Employees of Tredegar Corporation) shall be governed by the terms of such other plan, program or arrangement that are applicable to terminated employees.
Attached to this Agreement as Exhibit A is a letter that reflects the modification of the Executive’s outstanding stock option agreements, restricted Company common stock agreements and performance stock unit agreements as set forth in Sections 2(b), (c) and (d) above, and confirming the share withholding for taxes as described in Section 15 below.
3. The Company will pay or provide the Severance Benefits to the Executive in accordance with the terms of this Agreement if, and only if, this Agreement is executed by the Parties and becomes binding and irrevocable by the Executive within sixty (60) calendar days following the Termination Date.
4. The Executive acknowledges that the Severance Benefits are in exchange for the Executive’s commitments and obligations set forth in this Agreement, Section 3 of the Severance Agreement, and the Secrecy Agreement, and exceed any amounts to which he would be entitled under any law, regulation, contract or any policy or benefit plan of the Company or an Affiliate.
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The Executive agrees that except as specifically stated in Section 2 hereof or with respect to any vested payments or benefits under any employee benefit plan of the Company or an Affiliate in which he participates, he is not entitled to any other compensation or benefits of any amount, form or nature from the Company or its Affiliates.
5. The Executive agrees that he will in no way disparage any “Released Party” (as defined in Section 9 hereof) to any person or entity, and that at all times he will conduct himself in a manner intended and reasonably designed to promote and preserve the goodwill and reputation of each Released Party. The Executive further agrees to reasonably cooperate with and assist the Company and each Affiliate in any legal dispute or regulatory matter in which the Company or an Affiliate may become involved, including providing information, documents, submitting to depositions, and providing testimony, if requested, related to events which predate this Agreement. The Company’s requests for cooperation shall not materially interfere with work, civic or other responsibilities of the Executive. The Company shall pay any expenses incurred by the Executive in connection with such cooperation. The Company agrees that it will not disparage the Executive and shall respond to any future request for a job reference by solely providing the Executive’s title and dates of employment with the Company.
6. The Executive reaffirms his commitments and obligations under Section 3 of the Severance Agreement. The Executive agrees that the restrictions set forth in Section 3 of the Severance Agreement are fair and reasonable in time, function, customer base and geography and are no greater than necessary to protect the legitimate business interests of the Company and its Affiliates.
7. The Executive reaffirms his commitments and obligations under the Secrecy Agreement.
8. The Executive shall forfeit the right to receive the Severance Benefits if the Executive breaches any of the covenants set forth in Section 3 of the Severance Agreement or in the Secrecy Agreement. If the Executive breaches any of the covenants set forth in Section 3 of the Severance Agreement, or in the Secrecy Agreement, he shall be liable to the Company for the repayment of any Severance Benefits previously paid to him.
9. The Executive, on behalf of himself, his heirs, personal representatives and assigns, forever releases the Released Parties from any and all obligations, claims, demands, causes of action, damages, or liabilities of any kind or nature whatsoever arising out of his employment with the Company and its Affiliates, including the termination of that employment, or arising out of any other event, act or communication occurring prior to the Termination Date, including all matters and things now known and all matters and things which may hereafter be discovered, if such there be. This release includes, without limitation, all claims for attorneys' fees and punitive or consequential damages and all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the Age Discrimination in Employment Act and the Older Workers' Benefit Protection Act; the Employee Retirement Income Security Act; the Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964; the Family and Medical Leave Act; the Civil Rights Act of 1991; the Fair
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Labor Standards Act; the Equal Pay Act; the Immigration and Reform Control Act; the Uniform Services Employment and Re-Employment Act; the Rehabilitation Act of 1973; any "whistleblower" or retaliation claims (to the extent permitted by applicable law); Executive Order 11246; the Virginia Human Rights Act; the Virginians with Disabilities Act; Virginia’s state genetic testing law; the Virginia Equal Pay law; the Virginia Occupational Safety and Health Act; the Virginia Fraud Against Taxpayers Act; the Virginia Minimum Wage Act; and/or the Virginia Payment of Wage Law. The Executive further agrees to waive any claim for employment with the Company or an Affiliate, and covenants not to seek employment with the Company or an Affiliate in the future. Notwithstanding the preceding sentences of this Section 9, this Agreement shall not prevent the Executive from enforcing any rights that he may have with respect to this Agreement or the payment of the Severance Benefits or with respect to the payment of any vested payments or benefits payable to him as a terminated employee under, and in accordance with, the terms of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended). For purposes of this Agreement, the term “Released Parties” means the Company, its Affiliates, the successors and assigns of the Company or an Affiliate, the past, present and future directors, executive committee members, officers, managers, employees, agents and representatives of the Company or an Affiliate and the employee benefit plans (as defined above) of the Company or an Affiliate and the plan administrators, fiduciaries and agents of each such plan, in their individual and representative capacities. The term “Released Party” means each of the foregoing persons or entities. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that nothing in this Agreement shall be construed to release any claims or prohibit the exercise of any rights by the Executive that the Executive may not waive or forego as a matter of law. The Executive represents that the Executive has no complaints, charges or lawsuits currently pending against Released Parties arising out of or relating to his employment. The Executive further covenants and agrees that neither the Executive nor his heirs, executors, administrators, successors or assigns will be entitled to any personal recovery in any proceeding of any nature whatsoever against the Released Parties arising out of any of the matters released in this Section 9.
10. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia but without giving effect to the conflict of laws principles that may require the application of the laws of another jurisdiction. The exclusive venue for the resolution of any disputes relating to this Agreement shall be the United States District Court for the Eastern District of Virginia or any court of the Commonwealth of Virginia sitting in the City of Richmond, Virginia. This agreement supersedes all prior agreements, representations, discussions, and understandings concerning the subject matter addressed in this Agreement, including but not limited to, all provisions of the Severance Agreement, except that each of Section 3 of the Severance Agreement, and the Secrecy Agreement, shall remain in full force and effect in accordance with its terms. Except for Section 3 of the Severance Agreement, and the Secrecy Agreement, all provisions of the Severance Agreement are hereby terminated. The Company agrees to pay all legal fees and expenses incurred by the Executive in connection with the negotiation and execution of this Agreement up to the excess, if any, of (i) twelve thousand dollars ($12,000) over (ii) the legal fees and expenses incurred by Nancy M. Taylor in connection with the negotiation and execution of her Separation, Waiver and Release Agreement
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and reimbursed by the Company, provided the Company receives an invoice from the Executive's counsel within ninety (90) days after the date hereof with appropriate detail regarding the legal services rendered in connection with this Agreement. Such payment shall be made no later than twenty (20) days following receipt of such invoice.
11. It is understood that this Agreement is not to be construed as an admission of liability or the commission of any unlawful act or beach of contractual obligation by either any Released Party or the Executive. The Executive and the Company agree that they will not attempt to introduce this Agreement or any of its terms as evidence in any legal proceeding, other than a legal proceeding in which one of the parties to this Agreement asserts that the other party has breached the provisions of this Agreement. If any other circumstance should arise in which one of the Parties determines that any of the terms of this Agreement are relevant and necessary to a legal proceeding, the Party seeking to use this Agreement or any of its terms shall promptly notify the other so that such other Party may protect its interests.
12. The Executive acknowledges that (a) the Company has advised the Executive of his right to consult with an attorney prior to executing this Agreement, (b) the Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) the Executive is entering into this Agreement, including the releases set forth in Section 9 of this Agreement, knowingly, freely and voluntarily in exchange for good and valuable consideration.
13. The Executive acknowledges that he has forty-five (45) calendar days from the Termination Date to consider this Agreement and Exhibit B hereto, although he may sign it sooner. The Executive acknowledges that he has seven (7) calendar days to revoke the terms of this Agreement and Exhibit B hereto following his execution of this Agreement and, by executing this Agreement, confirms his acceptance of those terms. Such revocation must be in writing and must be e-mailed to A. Brent King at brent.king@tredegar.com, with copy to Anita de Lorme at anita.delorme@tredegar.com. Notice of such revocation must be received within the seven (7) calendar days referenced above. Provided that the Executive does not revoke this Agreement during the seven (7) calendar day period following his execution of this Agreement, this Agreement shall become binding and irrevocable on the eighth (8th) calendar day following his execution of this Agreement (the “Release Effective Date”).
14. If for any reason this Agreement and the release and waiver set forth herein shall not take effect or if this Agreement is revoked by the Executive during the seven (7) day period following his execution of this Agreement, the Executive shall have no rights to the Severance Benefits.
15. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling, as well as authorized or required deductions. When restricted Company common stock and performance stock unit grants become taxable, the Company shall satisfy the applicable tax withholding requirements by withholding shares of Company common stock whose fair market value equals the applicable tax withholding amount.
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16. This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with, or otherwise be exempt from, Section 409A. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board of Directors of the Company (the “Board”) and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 16, the Board shall modify this Agreement in the least restrictive manner necessary. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A. To the extent necessary to avoid accelerated income tax or penalties under Section 409A, with respect to any payments that are subject to Section 409A: (i) any payment that is scheduled to be paid within six (6) months after a Separation from Service shall accrue without interest and shall be paid on the first day of the seventh (7th) month beginning after the date of the Executive’s Separation from Service or, if earlier, within fifteen (15) calendar days after the appointment of the personal representative or executor of the Executive’s estate following his death, and (ii) in no event shall the timing of the Employee’s execution of this Agreement, directly or indirectly, result in the Employee designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, based on timing of the execution of the Release, payment shall be made in the later taxable year.
17. When either party desires or is required to give notice to the other party pursuant to any term of this Agreement, the notice shall be in writing and: (i) delivered personally; or (ii) sent by a nationally recognized overnight delivery service (such as, but not limited to, FedEx), all charges prepaid; or (iii) sent by United States Postal Service certified mail, return receipt requested, postage prepaid. All notices shall be delivered or sent to the address for each Party set forth below or such other address as either Party notifies the other in accordance with the terms of this Agreement. Notices shall be deemed to have been given upon receipt or refusal to accept by the party to which the notice is delivered or sent.
If to the Company: A. Brent King, Esq.
Vice President, General Counsel and Corporate Secretary
Tredegar Corporation
1100 Boulders Parkway
Richmond, VA 23225
If to the Executive: At the address currently reflected in the Company’s records.
18. This Agreement may be executed in one or more counterparts, and each counterpart shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A faxed or .pdf-ed signature shall operate the same as an original signature.
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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement on the dates indicated below.
TREDEGAR CORPORATION | KEVIN A. O’LEARY |
By: _/s/ A. Brent King__________________ | _/s/ Kevin A. O’Leary___________________ |
Name: A. Brent King | |
Title: Vice President and General Counsel | |
Dated: June 25, 2015 | Dated: June 25, 2015 |
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EXHIBIT A
[Letter Regarding Treatment of Equity Awards]
EXHIBIT A
TREDEGAR CORPORATION
1100 Boulders Parkway
Richmond, VA 23225
July 2, 2015
Kevin A. O’Leary
Dear Kevin,
This letter confirms that, pursuant to the Separation, Waiver and Release Agreement (the “Separation Agreement”) entered into on June 25, 2015 (the “Termination Date”) by and between you and Tredegar Corporation (the “Company”), your equity awards relating to shares of the Company’s common stock set forth on Schedule I hereto have been modified in accordance with the terms of the Separation Agreement in the following respects:
(A) Options. Each outstanding option to purchase Company common stock granted to you under the Company’s 2004 Equity Incentive Plan (the “Equity Plan”) that was unvested as of immediately prior to the Termination Date has become vested and exercisable as of the Termination Date for the shares that remained subject to such option, and, notwithstanding any contrary provision in the Equity Plan or any applicable award agreement, each outstanding option to purchase Company common stock granted to you under the Equity Plan that was vested and exercisable as of the Termination Date (including those options that became vested and exercisable as of the Termination Date pursuant to the first clause of this sentence) shall remain exercisable until the end of the seven (7) year term or ten (10) year term, as applicable, of the option, without regard to any requirement of continued employment by you;
(B) Restricted Stock. Each outstanding share of restricted Company common stock granted to you under the Equity Plan became vested and transferable as of the Termination Date; and
(C) Performance Stock Units. Each outstanding performance stock unit granted to you under the Equity Plan that was unvested and outstanding as of immediately prior to the Termination Date shall remain outstanding until the end of the applicable measurement period or periods and shall be earned to the extent that the applicable performance goals, objectives or measures are achieved in accordance with the terms of the Equity Plan and the applicable award agreements; [and in the event of a Change in Control (as defined in the applicable award agreements), each then outstanding performance stock unit shall become fully vested on the Control Change Date (as defined in the applicable award agreements) for the maximum number of units that may be earned under the award, without regard to any requirement of continued employment by you, except for each then outstanding performance stock unit granted to you in 2015, which shall become fully vested for the target number of units that may be earned under such award, without regard to any requirement of continued employment by you].
In addition, this letter confirms that when the shares of restricted Company common stock and performance stock units granted to you become taxable, the Company shall satisfy the applicable tax withholding requirements by withholding shares of Company common stock whose fair market value equals the applicable tax withholding amount.
[Remainder of Page Intentionally Left Blank]
TREDEGAR CORPORATION
By: ______________________________
Name: A. Brent King
Title: Vice President, General Counsel and Secretary
SCHEDULE I
Options
Grant Year | Shares Subject to Option | Exercise Price | Expiration Date |
2008 | 6,000 | $14.06 | 11/17/2015 |
2009 | 7,000 | $18.12 | 2/18/2016 |
2010 | 20,000 | $17.13 | 2/18/2017 |
2011 | 14,800 | $19.84 | 2/15/2018 |
2012 | 11,600 | $19.40 | 3/06/2022 |
2013 | 15,400 | $24.84 | 2/21/2023 |
2014 | 14,620 | $22.49 | 3/28/2024 |
Restricted Stock
Grant Year | Number of Shares |
2013 | 6,700 |
2014 | 6,029 |
2015 | 4,825 |
Performance Stock Units
Grant Year | Number of PSUs |
2013 | 8,100 |
2014 | 6,171 |
2015 | 15,230 |
EXHIBIT B
This disclosure is being provided to you pursuant to the requirements of the Older Workers Benefit Protection Act.
1. The decisional unit was all executive officer level employees of Tredegar Corporation (the "Company").
2. Upon certain terminations of employment, executive officer level employees of the Company are eligible for certain severance payments benefits in exchange for a general release of claims under the terms of certain severance agreements between the executives and the Company. Due to a business restructuring, the Company and certain executive officer level executives are terminating the employment relationship under circumstances that will give rise to eligibility for severance payments and benefits (the “Eligible Employees”).
3. All Eligible Employees who are age 40 and older will have forty-five (45) calendar days to consider the terms of their release agreement. Once an Eligible Employee signs such release agreement, such Eligible Employees will have seven (7) calendar days to revoke his or her consent to the release agreement.
4. The following is a list, as of June 25, 2015, of all executive officer level employees of the Company by (a) job title, (ii) work location, (iii) age, and (iv) whether their employment with the Company is being terminated at this time:
Job Title | Work Location | Age | Termination of Employment |
President and Chief Executive Officer | Richmond, VA | 55 | Yes |
Vice President, Chief Financial Officer and Treasurer | Richmond, VA | 57 | Yes |
Vice President and President, Film Products | Richmond, VA | 62 | No |
Vice President, General Counsel and Secretary | Richmond, VA | 46 | No |
Exhibit 10.3
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (the “Agreement”) is made and entered into on June 25, 2015, between TREDEGAR CORPORATION, a Virginia corporation (the “Company”) and D. ANDREW EDWARDS (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 4.
WHEREAS, the Company wishes to provide the Executive assurances regarding the severance that will be payable to the Executive in the event that, during the Term (as defined below), the Executive’s employment with the Company is terminated without Cause or on account of the Executive’s resignation with Good Reason, subject to the terms and conditions set forth in this Agreement; and
WHEREAS, the Company is willing to provide such assurances only in accordance with the terms and conditions of this Agreement and most especially in exchange for the Executive’s covenants and promises set forth in Section 3.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement and the compensation and benefits the Company agrees herein to pay the Executive and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:
1.Term of Agreement. The effective date of this Agreement is the date that the Executive commences employment with the Company (the “Effective Date”). The term of this Agreement begins on the Effective Date and ends on the first anniversary of the date that the Company appoints a non-interim Chief Executive Officer of the Company (the “Term”).
2. Severance Benefits.
2.01 Eligibility for Benefits. The Executive shall be entitled to receive the benefits described in Sections 2.02 and 2.03 (the “Severance Benefits”) if, during the Term, (i) the Company terminates the Executive’s employment with the Company without Cause, or (ii) the Executive resigns from the employment of the Company with Good Reason.
2.02 Severance Pay. If the requirements of Section 2.01 are satisfied, the Company shall pay the Executive an amount (the “Severance Pay”) equal to the sum of (i) one and a half (1.5) times the Executive’s Base Salary, plus (ii) any accrued and unused vacation. The Severance Pay shall be paid in a single cash payment, less applicable taxes. Subject to Section 6, the Severance Pay shall be paid within two (2) business days after the date that the release required under Section 2.05 becomes binding and irrevocable. Notwithstanding the foregoing, if the sixty (60) day period set forth in Section 2.05 spans two (2) calendar years, payment will be made within two (2) business days after the later of (A) the date set forth in the preceding sentence or (B) the first day of the second such calendar year.
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2.03 Stock Awards. If the requirements of Section 2.01 are satisfied, all of the 4,825 shares of restricted stock (the “Initial Restricted Stock Award”) granted to the Executive in connection with the commencement of his employment with the Company on the Effective Date under the Company’s 2004 Equity Incentive Plan that are outstanding as of the date the Executive’s employment with the Company terminates (the “Termination Date”) shall become vested and transferable as of the Termination Date. Except for the Initial Restricted Stock Award, no other equity granted to Executive (whether now or in the future) shall become vested and transferable as a Severance Benefit under this Agreement.
2.04 Other Benefits. Except as specifically provided in this Section 2, the Executive’s right to receive benefits under other plans, programs and arrangements maintained by the Company or an Affiliate shall be governed by the terms of such other plans, programs and arrangements that are applicable to terminated participants.
2.05 Release. Notwithstanding any other provision of this Section 2, no Severance Benefits will be paid to the Executive unless the Executive has signed a release and waiver of claims, acceptable to the Company in substantially the same form as set forth in Exhibit I hereto (the “Release”), and the Release has become binding and irrevocable, no later than sixty (60) days after the Termination Date, which Release shall be provided to the Executive by the Company no later than the Executive’s Termination Date.
2.06 Forfeiture of Severance Benefits. The Executive shall forfeit the right to receive the Severance Benefits if the Executive breaches any of the covenants set forth in Section 3. If the Executive breaches any of the covenants set forth in Section 3, the Executive shall be liable to the Company for the repayment of any Severance Benefits previously paid to the Executive.
3. Executive’s Covenants. In consideration of the Company’s agreement to pay the benefits in accordance with Section 2 and in recognition of the services that the Executive provides to the Company and its Affiliates that are conducting, or intend to conduct, business in worldwide markets, the Executive agrees to the covenants set forth in this Section 3.
3.01 Non-Competition Covenant. During the Executive’s employment with the Company or an Affiliate and for a period of two (2) years following the Termination Date (the “Restriction Period”), the Executive will not, either as a principal, agent, employee, employer, consultant, co-partner or otherwise, or in any other individual or representative capacity, directly or indirectly, render any services for a Competitor that are substantially similar to those the Executive rendered for the Company or an Affiliate.
3.02 Non-Solicitation of Customers. During the Restriction Period, the Executive will not, either as a principal, agent, employee, employer, consultant, co-partner or otherwise, or in any other individual or representative capacity, directly or indirectly, divert or solicit or attempt to divert or solicit, in whole or in part, any Customer with whom the Executive had Material Contact, or do business with any Customer with whom the Executive had Material Contact, for the purpose of providing products that are the same or substantially the same as, or in competition with, products provided by the Company or any Affiliate as of the Termination Date.
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3.03 Non-Recruitment Covenant. During the Executive’s employment with the Company or an Affiliate and for a period of one (1) year following the Termination Date, the Executive will not, either as a principal, agent, employee, employer, consultant, co-partner or otherwise, or in any other individual or representative capacity, directly or indirectly, offer employment to or hire any employee of the Company or any Affiliate who was employed by the Company or any Affiliate at the Termination Date or within six (6) months prior to the Termination Date, or solicit, or cause to be solicited or recruited, any such employee of the Company or any Affiliate for the purpose of having such employee terminate his or her employment with the Company or any Affiliate.
3.04 Secrecy Agreement. The Executive has entered into the Employee Agreement Relating to Trade Secrets, Inventions and Proprietary and Confidential Information (the “Secrecy Agreement”). The Executive reaffirms the Executive’s obligations under the Secrecy Agreement and agrees to comply with the Secrecy Agreement (and any successor written agreement relating to such matters that the Executive may execute in the future).
3.05 Executive’s Acknowledgements. The Company conducts and intends to continue to conduct its business and the business of its Affiliates in worldwide markets, including but not limited to: the United States, Brazil, Europe, China, India and other foreign countries, regions, and territories. The Executive acknowledges that such global markets are highly competitive and that there are limited numbers of customers for the products of the Company and its Affiliates with whom developing relationships is difficult. The Executive agrees that the employment restrictions set forth herein are fair and reasonable in time, function, customer base and geography and are no greater than necessary to protect the legitimate business interests of the Company and its Affiliates.
3.06 Reporting Obligation. The Executive agrees that during the Restriction Period the Executive will disclose to the Company any employment obtained by the Executive. Such disclosure shall be made within two (2) weeks of the Executive obtaining such employment. The Company shall maintain the confidentiality of such disclosure until the date that the Executive’s new employment is in the public domain; provided, however, that the Executive expressly consents to and authorizes the Company to disclose to any of the Executive’s subsequent employers and prospective employers both the existence and terms of this Agreement, to take any steps the Company deems necessary to enforce this Agreement and to make such disclosures, if any, that are required by law.
3.07 Company Remedies. In the event that the Executive fails to abide by the employment and other restrictions herein, the Company shall have the right to:
(a) forego payment to the Executive of any unpaid and unearned discretionary compensation and revoke any form of compensation that has not been definitively granted or earned;
(b) seek legal remedies including, but not limited to, recovery from the Executive of damages, lost profits, amounts previously paid under Sections 2.02 and 2.03 and reasonable attorneys’ fees incurred in the enforcement of the Executive’s promises herein; provided,
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however, that to the extent the Company does not prevail on such actions, the Company shall reimburse the Executive for all costs and reasonable attorneys’ fees incurred by the Executive for defending himself in such actions; and/or
(c) obtain a temporary restraining order without further notice to the Executive and/or a preliminary injunction or other equitable relief to prevent such breach or threatened breach.
3.08 No Waiver, etc. The Company’s remedies for breach of this Agreement shall be cumulative, and the pursuit of one remedy shall not be deemed to exclude other remedies. No delay or omission by the Company or the Executive in exercising any right, remedy or power hereunder existing in law or equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by either of the parties from time to time and as often as may be deemed expedient or necessary by each party in that party’s sole discretion. The Executive further agrees that no breach of this Agreement or any other agreement by the Company other than the Company’s failure to satisfy its obligation under Section 2.02 shall constitute a defense to the Company’s enforcement of Sections 3.01, 3.02 and 3.03 of this Agreement in accordance with the terms set forth therein.
3.09 Interpretation of Covenants. It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent legally permissible. Accordingly, if any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, the court may modify or sever such provision and such modification or deletion shall apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be constructed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. The remaining provisions of this Agreement shall remain in full force and effect.
4. Definitions. As used in this Agreement, certain terms have the definitions set forth below.
4.01 Affiliate. “Affiliate” means any trade or business, whether or not incorporated, which together with the Company is treated as a single employer under Code section 414(b) or is deemed to be under common control under Code section 414(c).
4.02 Base Salary. “Base Salary” means the Executive’s annual rate of base salary as in effect on the Termination Date; provided, however, that if the Executive resigns from the employment of the Company for Good Reason and the basis for the resignation is, or includes, a material reduction in the Executive’s annual rate of base salary, then “Base Salary” means the Executive’s annual rate of base salary as in effect prior to such reduction.
4.03 Board. “Board” means the Board of Directors of the Company.
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4.04 Cause. “Cause” means (i) the Executive’s willful conduct that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (ii) the Executive’s breach of a covenant set forth in Section 3; (iii) the Executive’s breach of the Executive’s fiduciary duties to the Company or an Affiliate that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (iv) the Executive’s conviction of any crime (or entering a plea of guilty or nolo contendere to any crime) constituting a felony; (v) the Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of a company that has publicly traded securities; or (vi) willful and continuous nonperformance, lack of performance of or refusal to perform a reasonable order, policy or rule of the Board or the Company involving a material issue concerning the Company after written notice delivered to the Executive describing with specificity the elements of the nonperformance, lack of performance or refusal to perform and the relevant order, policy or rule, and the failure of the Executive to have cured such nonperformance, lack of performance or refusal to perform within thirty (30) days following receipt of such written notice. A termination of the Executive shall not be for “Cause” unless the decision to terminate the Executive is set forth in a resolution of the Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board). No act or failure to act by the Executive will be deemed “willful” if it was done or omitted to be done by the Executive in good faith or with a reasonable belief on the part of the Executive that the action or omission was in the best interest of the Company or an Affiliate. Any act or failure to act by the Executive based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel to the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interest of the Company and its Affiliates.
4.05 Code. “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a particular section of the Code includes any successor provision to that particular Code section.
4.06 Competitor. “Competitor” means any person, firm, business or other organization or entity that designs, develops, produces, offers for sale or sells products that are in competition with the products of the Company or an Affiliate as designed, developed, produced, offered for sale or sold by the Company or an Affiliate as of the Termination Date.
4.07 Customer. “Customer” means any person or entity to whom or which the Company or an Affiliate provided services or sold products within the two (2) year period preceding the date of reference.
4.08 Good Reason. “Good Reason” means, without the express written consent of the Executive (i) a change in the Executive’s position with the Company or an Affiliate which results in a material diminution of the Executive’s authority, duties or responsibilities; (ii) a material reduction by the Company in the annual rate of the Executive’s base salary, target annual bonus or value of long-term incentive; (iii) a change in the location of the Executive’s principal office to a
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different place that is more than fifty (50) miles from the Executive’s principal office immediately prior to such change; or (iv) the Company’s material breach of this Agreement. A reduction in the Executive’s annual rate of base salary, target annual bonus or value of long-term incentive shall be material if in the case of base salary, the annual rate of base salary on any date is less than ninety percent (90%) of the Executive’s highest annual rate of base salary as in effect on any date in the preceding thirty-six (36) months; in the case of the target annual bonus, the percentage of annual rate of base salary set as the target annual bonus for the Executive is less than ninety percent (90%) of the highest percentage set as the target annual bonus for the Executive within the preceding thirty-six (36) months; and in the case of the value of the long-term incentive, the present value of the long-term incentive on the date of grant is less than ninety percent (90%) of the highest present value (as of the original date of grant) of the aggregate of long-term incentives granted to the Executive in a calendar year within the preceding thirty-six (36) months; provided, however, that a reduction in the Executive’s long-term incentives shall be disregarded to the extent that the reduction is applied similarly to the Company’s executive group who have historically participated in such awards. Notwithstanding the two preceding sentences, the Executive’s termination of employment for Cause, disability or retirement, shall not constitute Good Reason and items (i) through (iv) above shall be the sole basis for a termination by the Executive for Good Reason. A resignation by the Executive shall not be with “Good Reason” unless the Executive gives the Company written notice specifying the event or condition that the Executive asserts constitutes Good Reason, the notice is given no more than ninety (90) days after the occurrence of the event or initial existence of the condition that the Executive asserts constitutes Good Reason and the Company has failed to remedy or cure the event or condition during the thirty (30) day period after such written notice is given to the Company.
4.09 Material Contact. “Material Contact” means (i) any personal or direct contact the Executive had with any Customer, (ii) the Executive’s supervision of others who had direct or personal contact with any Customer or (iii) the supervision, by a person subject to the Executive’s supervision, of others who had personal contact with any Customer, in each case for the purpose of selling or offering for sale any product or service.
4.10 Net After Tax Receipt. “Net After Tax Receipt” means the Present Value of the total Parachute Payments or the Reduced Amount, as applicable, net of all taxes imposed on the Executive with respect thereto under Code sections 1 and 4999, determined by applying the highest marginal rate under Code section 1 which applied to the Executive’s taxable income for the immediately preceding taxable year.
4.11 Parachute Payment. “Parachute Payment” means a payment (under this Agreement or any other plan, agreement or arrangement) that is described in Code section 280G(b)(2), determined in accordance with Code section 280G and the regulations thereunder.
4.12 Present Value. “Present Value” means the value determined in accordance with Code section 280G(d)(4) and the regulations thereunder.
4.13 Reduced Amount. “Reduced Amount” means the largest amount of Parachute Payments that is less than the total Parachute Payments and that may be paid to the Executive without subjecting the Executive to tax under Code section 4999.
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5. Code Section 280G. Notwithstanding any other provision of this Agreement, if it is determined that benefits or payments payable under this Agreement, taking into account other benefits or payments provided under other plans, agreements or arrangements, constitute Parachute Payments that would subject the Executive to tax under Code section 4999, it must be determined whether the Executive will receive the total Parachute Payments or the Reduced Amount. The Executive will receive the Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from the Executive receiving the total Parachute Payments.
If it is determined that the total Parachute Payments should be reduced to the Reduced Amount, the Company must promptly notify the Executive of that determination, including a copy of the detailed calculations by an accounting firm or other professional organization qualified to make the calculation that was selected by the Company and acceptable to the Executive (the “Accounting Firm”). The Company shall pay the fees and expenses of the Accounting Firm. All determinations made by the Accounting Firm under this Section 5 are binding upon the Company and the Executive.
It is the intention of the Company and the Executive to reduce the Parachute Payments under this Agreement and any other plan, agreement or arrangement only if the aggregate Net After Tax Receipts to the Executive would thereby be increased. As a result of the uncertainty in the application of Code section 4999 at the time of the initial determination by the Accounting Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will not have been paid or distributed to or for the benefit of the Executive should have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount. If the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive which the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay the Company together with interest at the applicable federal rate under Code section 7872(f)(2); provided, however, that no such loan may be deemed to have been made and no amount shall be payable by the Executive to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Code section 4999 or generate a refund of such taxes. If the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Accounting Firm must promptly notify the Company of the amount of the Underpayment and such amount, together with interest at the applicable federal rate under Code section 7872(f)(2), must be paid to the Executive.
If it is determined that the total Parachute Payments should be reduced to the Reduced Amount, then such reduction shall be applied in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments due in respect of any equity valued at full value under Treasury Regulation section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last
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reduced first; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation section 1.280G-1, Q&A 24); (iv) payments due in respect of any equity valued at less than full value under Treasury Regulation section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation section 1.280G-1, Q&A 24); and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.
6. Code Section 409A. This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with, or otherwise be exempt from, Code section 409A (“Section 409A”). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. The Executive shall not be considered to have terminated employment with the Company and its Affiliates for purposes of any payments under this Agreement which are subject to Section 409A until the Executive would be considered to have incurred a “separation from service” (within the meaning of Section 409A). To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable pursuant to this Agreement or any other arrangement between the Executive and the Company and its Affiliates during the six (6) month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six (6) months following the Executive’s separation from service (or, if earlier, the Executive’s date of death).
7. No Employment Rights. Nothing in this Agreement confers on the Executive any right to continuance of employment or service by the Company or an Affiliate. Nothing in this Agreement interferes with the right of the Company or an Affiliate to terminate the Executive’s employment or service at any time for any reason, with or without Cause, subject to the requirements of this Agreement. Nothing in this Agreement restricts the right of the Executive to terminate the Executive’s employment with the Company or an Affiliate at any time, for any reason, with or without Good Reason. If the Executive is elected or appointed to the Board, the Executive agrees that the Executive will promptly resign from membership on the Board if at any time the Board adopts a resolution that requests the Executive’s resignation from the Board.
8. Governing Law; Venue. The laws of the Commonwealth of Virginia shall govern all matters arising out of or relating to this Agreement including, without limitation, its validity, interpretation, construction and performance but without giving effect to the conflict of laws principles that may require the application of the laws of another jurisdiction. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement may bring the legal action or proceeding in the United States District Court for the Eastern District of Virginia or in any court of the Commonwealth of Virginia sitting in the City of Richmond, Virginia. Each party waives, to the fullest extent permitted by law (i) any objection it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in a court described in the preceding sentence and (ii) any claim that any legal action or proceeding brought in any such court has been brought in an inconvenient forum.
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9. Binding Agreement. This Agreement shall be binding on and inure to the benefit of, and be enforceable by or against the Company and its successors and the Executive (and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees). If the Executive dies while any amount remains payable to the Executive under this Agreement, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s devises, legatee or other designee, of if there is none, to the Executive’s estate.
10. No Assignment. Except as required by applicable law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law and any attempt to effect any such action shall be null, void and no effect.
11. Entire Agreement. This Agreement expresses the whole and entire agreement between the parties with reference to the payment of the Severance Benefits and, except for the Secrecy Agreement, supersedes and replaces any prior agreement, understanding or arrangement (whether oral or written) by or between the Company or an Affiliate and the Executive with respect to the Severance Benefits and the Executive’s covenants (other than the Secrecy Agreement).
12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together constitute on and the same instrument.
13. Modification of Agreement. No waiver or modification of this Agreement shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence at any proceeding, arbitration or litigation between the parties unless such waiver or modification is in writing, duly authorized and executed.
14. Legal Fees. The Company shall pay or reimburse the Executive for any reasonable attorneys’ fees and expenses incurred in enforcing or protecting the Executive’s rights under this Agreement provided the Executive is the substantially prevailing party. The Executive shall be responsible for reimbursing the Company for all reasonable attorneys’ fees and expenses incurred by the Company enforcing or protecting its rights under this Agreement provided the Company is the substantially prevailing party.
15. Notices. All notices, requests and other communications to any party under this Agreement shall be in writing and shall be given to such party at its address set forth below or such other address as such party may hereafter specify for the purpose of notice to the other party:
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If to the Company: | Tredegar Corporation Attn: Corporate Director of Human Resources 1100 Boulders Parkway Richmond, VA 23235 |
If to the Executive: | Mr. D. Andrew Edwards 12113 Country Hills Court Glen Allen, Virginia 23059 |
Each notice, request or other communication shall be effective (i) if given by mail, seventy-two hours after such communication is deposited in the mails with first class postage prepaid and addressed as set forth above or (ii) if given by other means, when delivered at the address prescribed by this Section 15.
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IN WITNESS WHEREOF, the parties have executed this Agreement.
TREDEGAR CORPORATION
/s/ A. Brent King
Date: June 25, 2015
D. ANDREW EDWARDS
/s/ D. Andrew Edwards
Date: June 25, 2015
EXHIBIT I
[FORM OF WAIVER AND RELEASE AGREEMENT]
Exhibit I
WAIVER AND RELEASE AGREEMENT
This Waiver and Release Agreement (this “Agreement”) is made by and between Tredegar Corporation, a Virginia corporation (the “Company”) and D. Andrew Edwards (the “Executive”).
In exchange for the mutual commitments and other consideration contained in this Agreement, the parties agree as follows:
1. The Company and the Executive entered into the Severance Agreement dated as of June 25, 2015 (the “Severance Agreement”). Section 2 of the Severance Agreement provides that the Company will pay valuable severance benefits to the Executive if, during the term of the Severance Agreement, the Executive’s employment with the Company and its Affiliates (as defined in the Severance Agreement) is terminated without Cause (as defined in the Severance Agreement) or the Executive resigns with Good Reason (as defined in the Severance Agreement). As more fully described in the Severance Agreement, those benefits include (a) a cash payment of severance pay in an amount not less than one and a half (1.5) times the Executive’s Base Salary (as defined in the Severance Agreement), (b) any accrued and unused vacation, and (c) accelerated vesting of certain outstanding restricted stock awards. The benefits described in clauses (a) through (c) of this Section (and more fully described in the Severance Agreement) are referred to as the “Severance Benefits.”
2. The Company will pay or provide the Severance Benefits to the Executive in accordance with the terms of the Severance Agreement if, and only if, this Agreement is executed by the parties and becomes binding and irrevocable by the Executive within the time period set forth in Section 2 of the Severance Agreement.
3. The Executive acknowledges that the Severance Benefits are in exchange for the Executive’s promises in this Agreement, the Severance Agreement, and the Secrecy Agreement (as defined in the Severance Agreement), and exceed any amounts to which the Executive would be entitled under any law, regulation, contract or any policy or benefit plan of the Company or an Affiliate. The Executive agrees that except as specifically stated herein, in the Severance Agreement or with respect to any vested payment or benefits under any employee benefit plan of the Company or an Affiliate in which the Executive participates, the Executive is not entitled to any other compensation or benefits of any amount, form or nature from the Company or its Affiliates.
4. The Executive agrees that the Executive will in no way disparage any Released Party (as defined in Section 8 below) to any person or entity, and that at all times the Executive will act in a manner intended and reasonably designed to promote and preserve the goodwill and reputation of each Released Party. The Executive further agrees to reasonably cooperate with and assist the Company and each Affiliate in any legal dispute or regulatory matter in which the Company or an Affiliate may become involved, including providing information, documents, submitting to depositions, and providing testimony, if requested, related to events which predate this Agreement. The Company agrees that it will not disparage the Executive and shall respond to any future request for a job reference by solely providing the Executive’s title and dates of employment with the Company.
5. The Executive reaffirms the Executive’s commitments and obligations under Section 3 of the Severance Agreement. The Executive agrees that the restrictions set forth in Section 3 of the Severance Agreement are fair and reasonable in time, function, customer base and geography and are no greater than necessary to protect the legitimate business interests of the Company and its Affiliates.
6. The Executive reaffirms the Executive’s commitments and obligations under the Secrecy Agreement.
7. The Executive shall forfeit the right to receive the Severance Benefits if the Executive breaches any of the covenants set forth in Section 3 of the Severance Agreement or in the Secrecy Agreement. If the Executive breaches any of the covenants set forth in Section 3 of the Severance Agreement, or in the Secrecy Agreement, the Executive shall be liable to the Company for the repayment of any Severance Benefits previously paid to the Executive.
8. The Executive, on behalf of the Executive and the Executive’s heirs, personal representatives and assigns, forever releases the Released Parties from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, causes of action, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, which the Executive and the Executive’s heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever against the Released Parties: (i) from the beginning of time through the date upon which the Executive signs this Agreement; (ii) arising out of, or relating to, the Executive’s employment with any of the Released Parties; (iii) arising out of, or relating to, the Severance Agreement and/or any other agreement with any of the Released Parties and/or any awards, policies, plans, programs or practices of the Released Parties that may apply to the Executive or in which the Executive may participate, including, but not limited to, any rights under bonus plans or programs of any of the Released Parties and/or any other short-term or long-term equity-based or cash-based incentive plans or programs of the Released Parties; (iv) arising out of, or relating to, the Executive’s termination of employment from any of the Released Parties; and/or (v) arising out of, or relating to, the Executive’s status as an employee, officer or director of any of the Released Parties. This release includes, without limitation, all claims for attorneys’ fees and punitive or consequential damages and all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act; the Employee Retirement Income Security Act; the Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964; the Family and Medical Leave Act; the Civil Rights Act of 1991; the Fair Labor Standards Act; the Equal Pay Act; the Immigration and Reform Control Act; the Uniform Services Employment and Re-Employment Act; the Rehabilitation Act of 1973; any “whistleblower” or retaliation claims (to the extent permitted by applicable law); Executive Order 11246; the Virginia Human Rights Act; the Virginians with Disabilities Act; Virginia’s state genetic testing law; the Virginia Equal Pay law; the Virginia Occupational Safety and Health Act; the Virginia Fraud Against Taxpayers Act; the Virginia Minimum Wage Act; and/or the Virginia Payment of Wage Law. The Executive further agrees to waive any claim for employment with the Company or an Affiliate, and covenants not to seek employment with the Company or an Affiliate in the future. Notwithstanding the preceding sentences of this Section 8, this Agreement shall not prevent the Executive from enforcing any rights that the Executive may have with respect to this Agreement or the payment of the Severance Benefits or with respect to the payment of any vested payments or benefits payable to the Executive as a terminated employee under, and in accordance with, the terms of any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended). For purposes of this Agreement, the term “Released Parties” means the Company, its Affiliates, the successors and assigns of the Company or an Affiliate, the past, present and future directors, executive committee members, officers, managers, employees, agents and representatives of the Company or an Affiliate and the employee benefit plans (as defined above) of the Company or an Affiliate and the plan administrators, fiduciaries and agents of each such plan, in their individual and representative capacities. The term “Released Party” means each of the foregoing persons or entities. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that nothing in this Agreement shall be construed to release any claims or prohibit the exercise of any rights by the Executive that the Executive may not waive or forego as a matter of law. The Executive represents that the Executive has no complaints, charges or lawsuits currently pending against the Released Parties arising out of or relating to the Executive’s employment. The Executive further covenants and agrees that neither the Executive nor the Executive’s heirs, executors, administrators, successors or assigns will be entitled to any personal recovery in any proceeding of any nature whatsoever against the Released Parties arising out of any of the matters released in this Section 8.
9. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia but without giving effect to the conflict of laws principles that may require the application of the laws of another jurisdiction. The exclusive venue for the resolution of any disputes relating to this Agreement shall be the United States District Court for the Eastern District of Virginia or any court of the Commonwealth of Virginia sitting in the City of Richmond, Virginia. This Agreement supersedes all prior agreements, representations, discussions, and understandings concerning the subject matter addressed in this Agreement, including but not limited to, all provisions of the Severance Agreement, except that each of Section 3 of the Severance Agreement, and the Secrecy Agreement, shall remain in full force and effect in accordance with its terms. Except for Section 3 of the Severance Agreement, and the Secrecy Agreement, all provisions of the Severance Agreement are hereby terminated.
10. It is understood that this Agreement is not to be construed as an admission of liability or the commission of any unlawful act or beach of contractual obligation by either any Released Party or the Executive. The Executive and the Company agree that they will not attempt to introduce this Agreement or any of its terms as evidence in any legal proceeding, other than a legal proceeding in which one of the parties to this Agreement asserts that the other party has breached the provisions of this Agreement or the Severance Agreement. If any other circumstance should arise in which one of the parties to this Agreement determines that any of the terms of this Agreement are relevant and necessary to a legal proceeding, the party seeking to use this Agreement or any of its terms shall promptly notify the other so that such other party may protect its interests.
11. The Executive acknowledges that (a) the Company has advised the Executive of the Executive’s right to consult with an attorney prior to executing this Agreement, (b) the Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) the Executive is entering into this Agreement, including the releases set forth in Section 8 of this Agreement, knowingly, freely and voluntarily in exchange for good and valuable consideration.
12. The Executive acknowledges that the Executive has [twenty-one (21)]/[forty-five (45)] calendar days to consider this Agreement and any applicable exhibits, although the Executive may sign it sooner. The Executive acknowledges that the Executive has seven (7) calendar days to revoke the terms of this Agreement and any applicable exhibits, and by executing this Agreement confirms the Executive’s acceptance of those terms. Such revocation must be in writing and must be e-mailed to [____________] at [____________]. Notice of such revocation must be received within the seven (7) calendar days referenced above. Provided that the Executive does not revoke this Agreement during the seven (7) calendar day period following the Executive’s execution of this Agreement, this Agreement shall become binding and irrevocable on the eighth (8th) calendar day following the Executive’s execution of this Agreement.
13. If for any reason this Agreement and the release and waiver set forth herein shall not take effect or if this Agreement is revoked by the Executive during the seven (7) calendar day period following the Executive’s execution of this Agreement, the Executive shall have no rights to the Severance Benefits.
14. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling, as well as authorized or required deductions. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided hereunder, and the Executive shall be responsible for any taxes imposed on the Executive with respect to any such payment.
15. When either party desires or is required to give notice to the other party pursuant to any term of this Agreement, the notice shall be in writing and: (i) delivered personally; or (ii) sent by a nationally recognized overnight delivery service (such as, but no limited to, FedEx), all charges prepaid; or (iii) sent by United States Postal Service certified mail, return receipt requested, postage prepaid. All notices shall be delivered or sent to the address for each party set forth below or such other address as either party notifies the other in accordance with the terms of this Agreement. Notices shall be deemed to have been given upon receipt or refusal to accept by the party to which the notice is delivered or sent.
If to the Company: ___________________________________________.
If to the Executive: At the address currently reflected in the Company’s records.
16. This Agreement may be executed in one or more counterparts, and each counterpart shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A faxed or .pdf-ed signature shall operate the same as an original signature.
IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement on the dates indicated below.
TREDEGAR CORPORATION | D. ANDREW EDWARDS |
By: __________________________________ | ______________________________________ |
Name: _______________________________ | |
Title: ________________________________ | |
Dated: _______________________________ | Dated: _______________________________ |
11
Exhibit 99.1
Tredegar Corporation Contact:
Corporate Communications Neill Bellamy
1100 Boulders Parkway Phone: 804/330-1211
Richmond, Virginia 23225 Fax: 804/330-1777
E-mail: invest@tredegar.com E-mail: neill.bellamy@tredegar.com
Website: www.tredegar.com
FOR IMMEDIATE RELEASE
TREDEGAR CORPORATION ANNOUNCES CHANGE IN LEADERSHIP
RICHMOND, Va., Jun. 26, 2015—Today the board of directors of Tredegar Corporation (NYSE:TG) announced that effective immediately, Nancy M. Taylor, president and CEO, and Kevin A. O’Leary, vice president, CFO and treasurer, have stepped down from their respective positions. Taylor also resigned her position on the board of directors.
“For the past 23 years, Nancy has provided invaluable leadership in a wide variety of positions at Tredegar,” said William M. Gottwald, chairman of the board, Tredegar Corporation. “We are extremely grateful for her tireless efforts, especially the dedication she has shown which has enabled us to grow the company and build on our strengths.”
The board also expressed its gratitude to O’Leary. “Today Tredegar continues to be in a strong financial position due in no small part to Kevin’s leadership,” said Gottwald. “We want to express our sincere gratitude for his service to this company and we wish him well in the future.”
The company announced that board member John D. Gottwald, who served for seventeen years as Tredegar’s president and CEO, will assume the duties of president and CEO on an interim basis until the Board completes a search for a new leader. D. Andrew Edwards, formerly vice president, CFO and treasurer of Tredegar Corporation from 2003 to 2009, will return to the company to serve as vice president, CFO and treasurer, effective the end of July.
“John was a natural choice by the board to serve as interim president and CEO given his long history with the company and his understanding of the needs of our customers,” said Gottwald. “We also are grateful that Drew has agreed to return to Tredegar and appreciate the proven track record of success he brings to our executive team. The focus of the leadership team will be to execute on the global investments we’ve made over the past several years to drive customer and shareholder value.”
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About Tredegar Corporation
Tredegar Corporation is a manufacturer of plastic films and aluminum extrusions. A global company headquartered in Richmond, Virginia, Tredegar had 2014 sales of $952 million. With approximately 2,700 employees, the company operates manufacturing facilities in North America, South America, Europe, and Asia.
Safe Harbor Statement
Some of the statements made in this press release are forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon Tredegar’s current expectations and projections about future events and generally relate to Tredegar’s plans, objectives and expectations for the development of its business. Although management believes that the plans and objectives reflected in or suggested by these forward-looking statements are reasonable, all forward-looking statements involve risks and uncertainties and actual future results may be materially different from the plans, objectives and expectations expressed in this press release. For a discussion of the risks and uncertainties, and other important factors, any of which could cause Tredegar’s actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in Tredegar’s Annual Report on Form 10-K for the year ended December 31, 2014, as well as discussions of potential risks, uncertainties, and other important factors in Tredegar’s subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and Tredegar undertakes no duty to update this information unless required by law.
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