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PPG Industries Inc – ‘10-Q’ for 9/30/18 – ‘EX-10.1’

On:  Friday, 10/19/18, at 4:32pm ET   ·   For:  9/30/18   ·   Accession #:  79879-18-58   ·   File #:  1-01687

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

10/19/18  PPG Industries Inc                10-Q        9/30/18   85:10M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    771K 
 2: EX-10.1     Material Contract                                   HTML     36K 
 3: EX-10.2     Material Contract                                   HTML     33K 
 4: EX-12       Statement re: Computation of Ratios                 HTML     48K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     26K 
15: R1          Document and Entity Information                     HTML     48K 
16: R2          Condensed Consolidated Statement of Income          HTML    136K 
17: R3          Condensed Consolidated Statement of Comprehensive   HTML     61K 
                Income                                                           
18: R4          Condensed Consolidated Balance Sheet                HTML    126K 
19: R5          Condensed Consolidated Balance Sheet                HTML     30K 
                (Parenthetical)                                                  
20: R6          Condensed Consolidated Statement of Cash Flows      HTML    166K 
21: R7          Basis of Presentation                               HTML     30K 
22: R8          Restatement of Previously Reported Condensed        HTML    200K 
                Consolidated Quarterly Financial Statements                      
                (Notes)                                                          
23: R9          New Accounting Standards                            HTML     65K 
24: R10         Revenue Recognition Revenue Recognition             HTML    111K 
25: R11         Acquisitions and Divestitures                       HTML     57K 
26: R12         Inventories                                         HTML     37K 
27: R13         Goodwill and Other Identifiable Intangible Assets   HTML     88K 
28: R14         Business Restructuring                              HTML     62K 
29: R15         Borrowings                                          HTML     30K 
30: R16         Earnings Per Common Share                           HTML     47K 
31: R17         Income Taxes                                        HTML     36K 
32: R18         Pensions and Other Postretirement Benefits          HTML     83K 
33: R19         Shareholders' Equity                                HTML     74K 
34: R20         Accumulated Other Comprehensive Loss Accumulated    HTML    105K 
                Other Comprehensive Loss                                         
35: R21         Financial Instruments, Hedging Activities and Fair  HTML    154K 
                Value Measurements                                               
36: R22         Stock-Based Compensation                            HTML     65K 
37: R23         Commitments and Contingent Liabilities              HTML     80K 
38: R24         Reportable Segment Information                      HTML     98K 
39: R25         New Accounting Standards (Policies)                 HTML     64K 
40: R26         New Accounting Standards (Tables)                   HTML     69K 
41: R27         Revenue Recognition (Tables)                        HTML     96K 
42: R28         Acquisitions and Divestitures (Tables)              HTML     56K 
43: R29         Inventories (Tables)                                HTML     37K 
44: R30         Goodwill and Other Identifiable Intangible Assets   HTML     94K 
                (Tables)                                                         
45: R31         Business Restructuring (Tables)                     HTML     57K 
46: R32         Earnings Per Common Share (Tables)                  HTML     46K 
47: R33         Income Taxes (Tables)                               HTML     31K 
48: R34         Pensions and Other Postretirement Benefits          HTML     82K 
                (Tables)                                                         
49: R35         Shareholders' Equity (Tables)                       HTML     74K 
50: R36         Accumulated Other Comprehensive Loss (Tables)       HTML    105K 
51: R37         Financial Instruments, Hedging Activities and Fair  HTML    145K 
                Value Measurements (Tables)                                      
52: R38         Stock-Based Compensation (Tables)                   HTML     65K 
53: R39         Commitments and Contingent Liabilities (Tables)     HTML     49K 
54: R40         Reportable Segment Information (Tables)             HTML     94K 
55: R41         Restatement of Previously Reported Condensed        HTML    120K 
                Consolidated Quarterly Financial Statements -                    
                Additional Information (Details)                                 
56: R42         Restatement of Previously Reported Condensed        HTML    156K 
                Consolidated Quarterly Financial Statements -                    
                Consolidated Statement of Income (unaudited) -                   
                Summary of Restatement (Details)                                 
57: R43         New Accounting Standards New Accounting Standards   HTML     55K 
                (Details)                                                        
58: R44         Revenue Recognition - Schedule Of Revenue By        HTML     59K 
                Revenue Source (Details)                                         
59: R45         Revenue Recognition - Consolidated Statements of    HTML     52K 
                Operations (Details)                                             
60: R46         Acquisitions and Divestitures Acquisitions          HTML     40K 
                (Details)                                                        
61: R47         Acquisitions and Divestitures Divestitures          HTML     54K 
                (Details)                                                        
62: R48         Inventories (Schedule of Inventory) (Details)       HTML     36K 
63: R49         Inventories (Additional Information) (Details)      HTML     30K 
64: R50         Goodwill and Other Identifiable Intangible Assets   HTML     39K 
                (Carrying Amount of Goodwill) (Details)                          
65: R51         Goodwill and Other Identifiable Intangible Assets   HTML     71K 
                (Identifiable Intangible Assets with Finite Lives)               
                (Details)                                                        
66: R52         Business Restructuring (Schedule of Restructuring   HTML     95K 
                Activity) (Details)                                              
67: R53         Borrowings (Details)                                HTML     34K 
68: R54         Earnings Per Common Share (Calculations) (Details)  HTML     43K 
69: R55         Income Taxes (Details)                              HTML     31K 
70: R56         Pensions and Other Postretirement Benefits (Net     HTML     53K 
                Periodic Benefit Costs) (Details)                                
71: R57         Pensions and Other Postretirement Benefits          HTML     63K 
                (Additional Information) (Details)                               
72: R58         Shareholders' Equity (Details)                      HTML     77K 
73: R59         Accumulated Other Comprehensive Loss (Details)      HTML     69K 
74: R60         Financial Instruments, Hedging Activities and Fair  HTML     61K 
                Value Measurements (Additional Information)                      
                (Details)                                                        
75: R61         Financial Instruments, Hedging Activities and Fair  HTML     58K 
                Value Measurements (Cash Flow and Net Investment                 
                Hedges) (Details)                                                
76: R62         Financial Instruments, Hedging Activities and Fair  HTML     78K 
                Value Measurements (Assets and liabilities                       
                reported at fair value on a recurring basis)                     
                (Details)                                                        
77: R63         Stock-Based Compensation (Additional Information)   HTML     63K 
                (Details)                                                        
78: R64         Stock-Based Compensation (Weighted Average          HTML     37K 
                Assumptions Used in Calculating Fair Value of                    
                Stock Option) (Details)                                          
79: R65         Commitments and Contingent Liabilities Asbestos     HTML     39K 
                Information (Details)                                            
80: R66         Commitments and Contingent Liabilities (Additional  HTML     76K 
                Information) (Details)                                           
81: R67         Reportable Segment Information (Additional          HTML     28K 
                Information) (Details)                                           
82: R68         Reportable Segment Information (Segment Net Sales   HTML     71K 
                and Income) (Details)                                            
84: XML         IDEA XML File -- Filing Summary                      XML    153K 
83: EXCEL       IDEA Workbook of Financial Reports                  XLSX     96K 
 9: EX-101.INS  XBRL Instance -- ppg-20180930                        XML   3.26M 
11: EX-101.CAL  XBRL Calculations -- ppg-20180930_cal                XML    232K 
12: EX-101.DEF  XBRL Definitions -- ppg-20180930_def                 XML    678K 
13: EX-101.LAB  XBRL Labels -- ppg-20180930_lab                      XML   1.59M 
14: EX-101.PRE  XBRL Presentations -- ppg-20180930_pre               XML    981K 
10: EX-101.SCH  XBRL Schema -- ppg-20180930                          XSD    161K 
85: ZIP         XBRL Zipped Folder -- 0000079879-18-000058-xbrl      Zip    258K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Exhibit  
Exhibit 10.1

ppga06.jpg

PPG Industries Inc.
One PPG Place
Pittsburgh, PA 15272

Hervé Tiberghien
Vice President, Human Resources
May 9, 2018

Dear Rebecca,
 
PPG's success depends on hiring the very best people.  We believe, with PPG, you will find meaning in your work every day and engage in opportunities that will shape you personally and professionally.  We are very pleased to offer you the position of Senior Vice President, Global Automotive OEM reporting to Michael McGarry. Additionally, you will have oversight responsibility for the PPG Latin America region.

Your starting base salary will be $625,000 annually.

You will participate in our annual Incentive Compensation Plan. Your 2018 incentive award target will be 70% of your base salary, which will be prorated in 2018 (based upon your starting date) and will be paid in February 2019 based on the level of achievement of performance goals under the Incentive Compensation Plan.

In addition, you will participate in our long-term incentive (LTI) program, which includes annual grants of stock options, performance-based restricted stock units (RSUs) and a total shareholder return (TSR) grant. Provided your employment begins on or before December 31, your initial LTI grants will be made in February 2019. The target value of your LTI award is approximately $1,000,000, and will be scheduled to vest on the third anniversary of the grant date. All LTI grants made to you will be subject to the LTI program.

To offset your unvested equity, the following grants will be made in your first month of employment:
A grant of $1,000,000 comprised of 1/3 stock options, 1/3 performance based RSUs and 1/3 TSRs. The RSUs and TSRs will vest in February 2021, while the stock options will vest in June 2021; and
A time-based RSU grant of $3,145,000 with a vesting schedule of: $1,075,000 in December 2019, $1,500,000 in December 2020, $420,000 in December 2022, and $150,000 in December 2023.

All LTI grants made to you will be subject to the LTI program.

You will receive a signing bonus of $1,200,000, less applicable taxes, in the paycheck following your first month of employment. Additionally, you will receive a cash bonus of $140,000, less applicable taxes, in February 2019 to help offset the loss of the 2018 bonus from January through May 2018. Should you resign within two years of the payment of either of these bonuses, you will repay PPG the full amount, less applicable taxes.

In addition, we appreciate the risk that you absorb in joining PPG. Therefore, in the event that you are not selected by the Board of Directors as the next CEO of PPG, as part of the Board’s normal succession planning process, and decide to resign as a result, you will be entitled to a severance payment under the following conditions:





1.
You remain employed and perform at a successful or above level for the 12 month period following the effective date of the appointment;
2.
Your resignation is effective immediately following the expiration of the 12 month period; and
3.
You sign PPG’s standard separation agreement.

The severance payment will be equal to two times your annual base salary, less applicable taxes and withholdings.

In your leadership role, you will be subject to meeting a stock ownership requirement equal to three times your base salary within five years.

PPG will provide you with the reimbursement of relocation costs to Troy. Such relocation benefits will be applicable until the one-year anniversary of your start date. The details of the relocation program are found in our standard relocation policy which is attached.

You will be eligible for a broad array of PPG employee benefits, including health care coverage, life insurance and retirement plan which includes a 401(k) savings plan with a company matching contribution as well as a Company-provided contribution to the plan. You will be provided five weeks of vacation, prorated in 2018, based upon the commencement of your employment.   A summary of benefits is attached for your review.

All PPG compensation and benefits described in this letter will be provided under the terms of applicable PPG plans, which plans PPG may amend in accordance with their terms.

This offer is contingent upon the successful completion of PPG's pre-employment processes, which will be initiated after you have accepted our offer. The pre-employment contingencies include:
Background Check:  After you have electronically accepted our offer of employment, you will receive instructions to initiate your background check and drug screen. Please initiate this process as soon as possible as the link expires after 48 hours.
Medical History Review:  The information you provide on the PPG Medical History Questionnaire is used to determine whether there are any medical conditions that might restrict you from safely performing the essential functions of the position; and if so, whether accommodations to those restrictions can be made.
Employment Agreement:  Based on your position, you are required to complete an Employment Agreement.  Execution of this agreement must be completed prior to your first day of employment.  We encourage you to review the employee agreement by clicking on the employee agreement task prior to accepting this offer of employment. The Employment Agreement will supersede the terms of this letter, if at all inconsistent.
Employment Eligibility:  On your first day of employment you will be expected to provide proof of citizenship or other authorization to work in the United States.

Should you have any questions regarding our employment offer, please contact me or Annie Livingston.

Rebecca, we believe that you have the desire and ability to make a significant contribution to PPG, and to drive the growth of our business.  Joining PPG means you are connecting your career and your learning and development to a growing global leader dedicated to support your aspirations.  We look forward to welcoming you to PPG.

Sincerely,

/s/ Hervé Tiberghien

Hervé Tiberghien
Vice President, Human Resources





cc:     Annie Livingston
Karen Rathburn

Enclosures:
Employment Agreement
PPG Benefits Information
Relocation Package Information





Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/19/18
For Period end:9/30/184
5/9/18
 List all Filings 


3 Subsequent Filings that Reference this Filing

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

 2/16/23  PPG Industries Inc.               10-K       12/31/22  129:18M
 2/17/22  PPG Industries Inc.               10-K       12/31/21  125:18M
 2/18/21  PPG Industries Inc.               10-K       12/31/20  133:19M
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Filing Submission 0000079879-18-000058   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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