THIS AGREEMENT is made effective as of May 1, 2012
BY AND BETWEEN
WHEREAS, the Company is a global manufacture of differentiated organic chemical products and of inorganic chemical products, with significant operations in the Asia Pacific region;
WHEREAS, the Consultant has extensive business experience, as well as experience in government affairs, both in the United States and in the Asia Pacific region, and has served as the Governor of the State of Utah and U.S. Ambassador to both Singapore and China.
WHEREAS, the Company would like to avail itself of the experience and knowledge of the Consultant for the benefit of the Company.
NOW AND THEREFORE, the Company and the Consultant have agreed the following terms and conditions on which the Consultant will provide services to the Company for the purposes of its business.
1. DEFINITIONS
In this Agreement and the Schedules hereto:
"Services" means the consultancy services described in Schedule 1.
"Termination Date" means the date on which this Agreement terminates.
2. THE SERVICES AND OBLIGATIONS OF THE CONSULTANT
3. COMMENCEMENT AND DURATION
This Agreement will be deemed to have commenced on the commencement date specified in Schedule 1 and subject to the parties' right to terminate pursuant to Clause 8 below, will continue for the period specified in Schedule 1.
4. THE CONSULTANT'S FEE
5. CONFIDENTIAL INFORMATION
6. STATUS
7. TAX
8. TERMINATION
9. COMPETITION AND SOLICITATION
The Consultant shall not during the Duration of the Agreement, as specified/defined in Schedule 1, and for a period of 12 months immediately following the Termination Date, supply services of a type similar to those to be supplied under this Agreement, to any existing client or competitor of the Company.
10. NO ASSIGNMENT
No assignment of this Agreement or any of the rights or obligations of this Agreement shall be valid without the prior written consent of the other party, except that the Company may assign this Agreement or its rights and obligations under this Agreement, in whole or in part, to any subsidiary, affiliate, or successor.
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11. EFFECT OF AGREEMENT
12. NOTICES
Huntsman
International LLC
500 Huntsman Way
Salt Lake City, Utah 84108
Facsimile: (801) 584-5782
Email:
Jon
M. Huntsman, Jr.
500 Huntsman Way
Salt Lake City, Utah 84108
Facsimile:
E-mail:
or at such other address or email address as he/it may notify to the other party under this clause. Any notice or other document sent by post shall be sent by overnight courier.
13. FORCE MAJEURE
Neither party shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such party. In such event, the schedule and compensation for the performance of the Services shall be equitably adjusted.
14. GOVERNING LAW AND ARBITRATION
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THIS AGREEMENT has been signed on behalf of the Company and by the Consultant on the date set out at the beginning.
/s/ WADE ROGERS SIGNED by Wade Rogers |
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for and on behalf of Huntsman International LLC | ) | |||
Date: May 9, 2012 | ) | |||
) ) ) ) |
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/s/ JON M. HUNTSMAN, JR. SIGNED by Jon M. Huntsman, Jr. |
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as Consultant | ) | |||
Date: May 13, 2012 | ) ) ) ) ) |
Signature Page
1. | Description of the Services to be performed | | Provide strategic advice to senior management of the Company on political, economic and business matters, particularly in connection with markets and opportunities in Asia; | |||
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Participate from time to time in negotiations and discussions with business leaders and dignitaries; |
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Participate in such other meetings or discussions as may be requested by senior management of the Company upon reasonable notice. |
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2. |
Designated Managers |
Jon M. Huntsman and Peter R. Huntsman |
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3. |
Commencement date |
May 1, 2012 |
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4. |
Duration of Agreement |
Through December 31, 2013 |
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5. |
Fee |
$27,500 per month to be paid monthly |
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Any special conditions to be met before payment is due |
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6. |
Special requirements or conditions (if any) |
Schedule 1