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PQ Group Holdings Inc. – ‘10-Q’ for 3/31/19 – ‘EX-10.3’

On:  Friday, 5/10/19, at 5:11pm ET   ·   For:  3/31/19   ·   Accession #:  1708035-19-11   ·   File #:  1-38221

Previous ‘10-Q’:  ‘10-Q’ on 11/7/18 for 9/30/18   ·   Next:  ‘10-Q’ on 8/8/19 for 6/30/19   ·   Latest:  ‘10-Q’ on 5/3/24 for 3/31/24   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 5/10/19  PQ Group Holdings Inc.            10-Q        3/31/19  101:9.5M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Pq Group Holdings Inc. Form 10-Q                    HTML    705K 
 2: EX-10.1     Material Contract                                   HTML     70K 
 3: EX-10.2     Material Contract                                   HTML     38K 
 4: EX-10.3     Material Contract                                   HTML     35K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     29K 
15: R1          Document and Entity Information                     HTML     49K 
16: R2          Condensed Consolidated Statements of Income         HTML     96K 
17: R3          Condensed Consolidated Statements of Comprehensive  HTML     56K 
                Income                                                           
18: R4          Condensed Consolidated Balance Sheets               HTML    129K 
19: R5          Condensed Consolidated Balance Sheets               HTML     48K 
                (Parenthetical)                                                  
20: R6          Condensed Consolidated Statements of Stockholders?  HTML     62K 
                Equity                                                           
21: R7          Condensed Consolidated Statements of Cash Flows     HTML    135K 
22: R8          Background and Basis of Presentation                HTML     38K 
23: R9          New Accounting Standards                            HTML     40K 
24: R10         Revenue from Contracts with Customers               HTML    120K 
25: R11         Fair Value Measurements                             HTML     87K 
26: R12         Accumulated Other Comprehensive Income              HTML    150K 
27: R13         Goodwill                                            HTML     47K 
28: R14         Other Operating Expense, Net                        HTML     45K 
29: R15         Inventories                                         HTML     46K 
30: R16         Investments in Affiliated Companies                 HTML     49K 
31: R17         Property, Plant and Equipment                       HTML     45K 
32: R18         Leases                                              HTML    108K 
33: R19         Long-term Debt                                      HTML     50K 
34: R20         Financial Instruments                               HTML    142K 
35: R21         Income Taxes                                        HTML     34K 
36: R22         Benefit Plans                                       HTML     77K 
37: R23         Commitments and Contingent Liabilities              HTML     29K 
38: R24         Reportable Segments                                 HTML     99K 
39: R25         Stock-Based Compensation                            HTML     59K 
40: R26         Earnings per Share                                  HTML     70K 
41: R27         Supplemental Cash Flow Information                  HTML     53K 
42: R28         Subsequent Events                                   HTML     28K 
43: R29         Background and Basis of Presentation (Policies)     HTML     58K 
44: R30         Revenue from Contracts with Customers (Tables)      HTML    116K 
45: R31         Fair Value Measurements (Tables)                    HTML     75K 
46: R32         Accumulated Other Comprehensive Income (Tables)     HTML    152K 
47: R33         Goodwill (Tables)                                   HTML     48K 
48: R34         Other Operating Expense, Net (Tables)               HTML     45K 
49: R35         Inventories (Tables)                                HTML     47K 
50: R36         Investments in Affiliated Companies (Tables)        HTML     46K 
51: R37         Property, Plant and Equipment (Tables)              HTML     43K 
52: R38         Leases (Tables)                                     HTML    111K 
53: R39         Long-term Debt (Tables)                             HTML     54K 
54: R40         Financial Instruments (Tables)                      HTML    139K 
55: R41         Benefit Plans (Tables)                              HTML     82K 
56: R42         Reportable Segments (Tables)                        HTML    102K 
57: R43         Stock-Based Compensation (Tables)                   HTML     48K 
58: R44         Earnings per Share (Tables)                         HTML     70K 
59: R45         Supplemental Cash Flow Information (Tables)         HTML     68K 
60: R46         Background and Basis of Presentation (Details)      HTML     32K 
61: R47         New Accounting Standards (Details)                  HTML     34K 
62: R48         Revenue from Contracts with Customers (Details)     HTML     91K 
63: R49         Fair Value Measurements - Assets and Liabilities    HTML     50K 
                Measured at Fair Value on a Recurring Basis                      
                (Details)                                                        
64: R50         Accumulated Other Comprehensive Income - Pre-tax    HTML     44K 
                and After-tax Components of Other Comprehensive                  
                Income (Loss) (Details)                                          
65: R51         Accumulated Other Comprehensive Income - Change by  HTML     62K 
                Component (Details)                                              
66: R52         Accumulated Other Comprehensive Income -            HTML     71K 
                Reclassifications out of AOCI (Details)                          
67: R53         Goodwill (Details)                                  HTML     41K 
68: R54         Other Operating Expense, Net (Details)              HTML     47K 
69: R55         Inventories (Details)                               HTML     41K 
70: R56         Investments in Affiliated Companies - Ownership     HTML     38K 
                Percentage (Details)                                             
71: R57         Investments in Affiliated Companies - Summarized    HTML     41K 
                Income Statement (Details)                                       
72: R58         Investments in Affiliated Companies - Narratives    HTML     32K 
                (Details)                                                        
73: R59         Property, Plant and Equipment (Details)             HTML     44K 
74: R60         Property, Plant and Equipment - Narratives          HTML     28K 
                (Details)                                                        
75: R61         Leases - Narratives (Details)                       HTML     32K 
76: R62         Leases - Right-of-Use Lease Assets and Lease        HTML     45K 
                Liabilities (Details)                                            
77: R63         Leases - Remaining Average Weighted Average Lease   HTML     37K 
                Term and Discount Rate (Details)                                 
78: R64         Leases - Lease Maturity Schedule - ASC 842          HTML     53K 
                (Details)                                                        
79: R65         Leases - Lease Maturity Schedule - ASC 840          HTML     46K 
                (Details)                                                        
80: R66         Leases - Other Lease Information (Details)          HTML     40K 
81: R67         Long-term Debt (Details)                            HTML     55K 
82: R68         Long-term Debt - Narratives (Details)               HTML     29K 
83: R69         Financial Instruments - Narratives (Details)        HTML     50K 
84: R70         Financial Instruments - Fair Value (Details)        HTML     57K 
85: R71         Financial Instruments - Effect on Other             HTML     42K 
                Comprehensive Income (Details)                                   
86: R72         Financial Instruments - Cash Flow Hedge Impact on   HTML     36K 
                Income Statement (Details)                                       
87: R73         Financial Instruments - Net Investment Hedge        HTML     40K 
                Impact on AOCI (Details)                                         
88: R74         Income Taxes (Details)                              HTML     29K 
89: R75         Benefit Plans - Net Periodic Pension Expense        HTML     56K 
                Benefit (Details)                                                
90: R76         Reportable Segments - Summary Financial             HTML     67K 
                Information by Reportable Segment (Details)                      
91: R77         Reportable Segments - Reconciliation of Net Loss    HTML     86K 
                to Adjusted EBITA (Details)                                      
92: R78         Stock-Based Compensation - Narratives (Details)     HTML     55K 
93: R79         Stock-Based Compensation - Schedule of RSU and PSU  HTML     50K 
                Activity (Details)                                               
94: R80         Earnings per Share - Reconciliation from Basic to   HTML     35K 
                Diluted Weighted Average Shares Outstanding                      
                (Details)                                                        
95: R81         Earnings per Share - Reconciliation of Net Income   HTML     50K 
                (Loss) (Details)                                                 
96: R82         Earnings per Share - Anti-dilutive Shares           HTML     38K 
                (Details)                                                        
97: R83         Supplemental Cash Flow Information (Details)        HTML     36K 
98: R84         Supplemental Cash Flow Information - Cash and       HTML     37K 
                Restricted Cash Reconciliation (Details)                         
100: XML         IDEA XML File -- Filing Summary                      XML    179K  
99: EXCEL       IDEA Workbook of Financial Reports                  XLSX     99K 
 9: EX-101.INS  XBRL Instance -- pqg-20190331                        XML   3.08M 
11: EX-101.CAL  XBRL Calculations -- pqg-20190331_cal                XML    259K 
12: EX-101.DEF  XBRL Definitions -- pqg-20190331_def                 XML    584K 
13: EX-101.LAB  XBRL Labels -- pqg-20190331_lab                      XML   1.58M 
14: EX-101.PRE  XBRL Presentations -- pqg-20190331_pre               XML    968K 
10: EX-101.SCH  XBRL Schema -- pqg-20190331                          XSD    167K 
101: ZIP         XBRL Zipped Folder -- 0001708035-19-000011-xbrl      Zip    247K  


‘EX-10.3’   —   Material Contract


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  Exhibit  


Exhibit 10.3


CONSENT UNDER THE AUGUST 31, 2017 SEVERANCE AGREEMENT
This CONSENT UNDER THE AUGUST 31, 2017 SEVERANCE AGREEMENT (this “Consent”) is made and entered into as of the 29th day of March, 2019 with reference to the Severance Agreement (the “Agreement”) dated as of August 31, 2017, by and between PQ Corporation, a Pennsylvania corporation (the “Company”) a wholly-owned subsidiary of PQ Group Holdings Inc., a Delaware corporation (“Holdings”), and Scott Randolph (the “Executive”). Any capitalized term not otherwise defined herein shall have the meaning ascribed to it in the Agreement.
WHEREAS, the Executive currently serves as Executive Vice President and Group President—Performance Materials and Chemicals;
WHEREAS, effective as of March 1, 2019, Executive has agreed to become, and consents to assuming, the role in Potter Industries, LLC, as its President, with the duties assigned to that job as have been or may be outlined to the Executive by the Chief Executive Officer of the Company (the “2019 Change in Title and Responsibilities”); and
WHEREAS, the 2019 Change in Title and Responsibilities may constitute a Good Reason termination event pursuant to subpart (A) of the Good Reason definition in Section 1.01 of the Agreement.
NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree and acknowledge as follows:

1.
The Executive agrees that in exchange for the delay in the period under which he can consider a Good Reason termination as set forth in paragraph 2 below, he will not use in any way the 2019 Change in Title and Responsibilities as a means or basis to provide the Company a Termination Notice for a Good Reason termination (or otherwise claim a Good Reason termination under the Agreement with respect to the 2019 Change in Title and Responsibilities). The Executive also waives any time period provided for in the Agreement to consider the 2019 Change in Title and Responsibilities as it relates to a basis for Good Reason termination, except as set forth in paragraph 2 below. For the avoidance of doubt, nothing in this Agreement shall affect the Executive’s right to claim a Good Reason termination or to provide the Company a Termination Notice for a Good Reason termination for any reason other than the 2019 Change in Title and Responsibilities.
2.
In consideration for the Executive’s delay of the time period and other promises in paragraphs 1 and 2 hereof, the Company agrees that beginning on January 15, 2020 and ending on January 31, 2020 (the “Window Period”), Executive shall have the right to make a claim for a Good Reason termination and to provide the Company a Termination Notice in accordance with the requirements of Sections 1.01 and 2.01 of the Agreement as a result of the 2019 Change in Title and Responsibilities. If such a claim is made, the Executive’s separation of employment from the Company will be (unless otherwise agreed by the Company in writing) no sooner than March 1, 2020.




Executive acknowledges and agrees that the Window Period will be his only opportunity to make a claim for, and to provide a Termination Notice in connection with, a Good Reason termination resulting from the 2019 Change in Title and Responsibilities. No Good Reason termination will be effective under the Agreement, based on the 2019 Change in Title and Responsibilities, other than provided in this paragraph.
3.
Other than as set forth in this Consent, the Agreement is unchanged and unamended, and remains in full force and effect.
4.
The provisions of this Consent may be amended and waived only with the prior written consent of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Consent shall affect the validity, binding effect or enforceability of this Consent or any provision hereof.
5.
This Consent shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania.
6.
This Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties hereto agree to accept a signed electronic copy of this Consent as a fully binding original.


IN WITNESS WHEREOF, the parties hereto have executed this Consent as of the date first written above.

EXECUTIVE

/s/ Scott Randolph        
Scott Randolph




PQ CORPORATION


By: /s/ Belgacem Chariag        
Name: Belgacem Chariag
Title: President and CEO
   



2


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
3/1/20
1/31/20
1/15/20
Filed on:5/10/19
For Period end:3/31/19
3/1/1910-K,  3
8/31/17
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/01/22  Ecovyst Inc.                      10-K       12/31/21  181:24M
 3/17/21  Ecovyst Inc.                      10-K       12/31/20  171:25M
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Filing Submission 0001708035-19-000011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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