Exhibit 10.3


 


March 18, 2009


 


 


The Board of Directors


Chemtura Corporation


c/o Craig Rogerson


199 Benson Road


Middlebury, Connecticut
06749


 


Dear Craig:


 


This letter
confirms and sets forth the terms and conditions of the engagement between
Alvarez & Marsal North America, LLC (“A&M”) and Chemtura
Corporation and its subsidiaries (the
“Company”), including the scope of the services to be performed and the basis
of compensation for those services, and supersedes the agreement dated March 3,
2009 (the “Superseded Agreement”); provided however that the indemnification
attached thereto (the “Indemnification Agreement”) and any other rights that
survive the termination of that agreement shall continue in full force and
effect.  Each reference in the
Indemnification Agreement to the “Agreement” shall be deemed to include this
letter agreement as well as the Superseded Agreement.  Upon execution of this letter by each of the
parties below, this letter will constitute an agreement between the Company and
A&M.


 


1.                                       Description of Services


 


a.                                       Officers.  In connection
with this engagement, A&M shall make available to the Company:


 


(i)                                     Raymond E. Dombrowski, Jr., a
Managing Director of the A&M  to serve as
Chief Restructuring Officer (the “CRO”); and


 


(ii)                                  such additional personnel as are
necessary to assist in the performance of the duties set forth in clause 1.b
below (the “Additional Personnel”).


 


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b.                                      Duties.


 


(i)                                     The CRO, together with any Additional
Personnel, in cooperation with the Chief Executive Officer of the Company (the “CEO”)
and Chief Financial Officer of the Company (the “CFO”), shall perform a
financial review of the Company, including but not limited to a review and
assessment of financial information that has been, and that will be, provided
by the Company to its creditors, including without limitation its short and
long-term projected cash flows;


 


(ii)                                  The CRO and any Additional Personnel
shall assist in the identification of cost reduction and operations improvement
opportunities; develop and report on cash management activities and compliance
with the covenants under the Debtor-in-Possession financing;


 


(iii)                               The CRO and any Additional Personnel shall assist the
CEO in developing for the Board’s review possible restructuring plans or
strategic alternatives for maximizing the enterprise value of the Company’s
various business lines, including assisting with any asset sales;


 


(iv)                              The CRO shall serve as the principal
contact with the Company’s creditors with respect to the Company’s financial
and operational matters; and shall act as contact for the DIP and pre-petition
lenders, as well as the unsecured creditors committee and any other statutory
or ad hoc committee that may be formed;


 


(v)                                 The CRO and any Additional Personnel
shall assist in the development and preparation of a Chapter 11 Plan of
Reorganization, assist with the preparation of any schedules and statements of
financial affairs and assist in the claims management process; and


 


(vi)                              The CRO and any Additional Personnel
shall perform such other services as requested or directed by the Board and CEO
and agreed to by such officer.


 


c.                                       Reporting.  Any
Additional Personnel shall report to the CRO. 
The CRO shall report to the Board.


 


d.                                      Employment by A&M. 
The CRO and any Additional Personnel will continue to be employed by
A&M and while rendering services to the Company will continue to work with
other personnel at A&M in connection with other unrelated matters, which
shall not unduly interfere with services pursuant to this 


 


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engagement.  With respect to the
Company, however, the CRO and any Additional Personnel shall operate under the
direction of the Board.


 


e.                                       Projections; Reliance; Limitation of Duties. 
The Company understands that the services to be rendered by the CRO and
any Additional Personnel may include the preparation of projections and other
forward-looking statements, and that numerous factors can affect the actual
results of the Company’s operations, which may materially and adversely differ
from those projections and other forward-looking statements.  In addition, the CRO and any Additional
Personnel will be relying on information provided by other members of the
Company’s management in the preparation of those projections and other
forward-looking statements.  Neither the
CRO, any Additional Personnel nor A&M makes any representation or guarantee
that an appropriate restructuring proposal or strategic alternative can be
formulated for the Company, that any restructuring proposal or strategic
alternative presented to the Board will be more successful than all other
possible restructuring proposals or strategic alternatives, that restructuring
is the best available course of action for the Company or, if formulated, that
any proposed restructuring plan or strategic alternative will be accepted by
any of the Company’s creditors, shareholders and other constituents.  Further, none of the CRO, any Additional
Personnel nor A&M assumes responsibility for the selection of any
restructuring proposal or strategic alternative that any such officer assists
in formulating and presenting to the Board, and the CRO and any Additional
Personnel shall be responsible for implementation only of the proposal or
alternative approved by the Board and only to the extent and in the manner
authorized and directed by the Board.


 


f.                                         Additional Responsibilities. 
Upon the mutual agreement of the Company and A&M, and subject to
Bankruptcy Court approval if necessary, A&M may provide such additional
personnel as the Company may request to assist in performing the services
described above and such other services as may be agreed to, on such terms and
conditions and for such compensation as the Company and A&M shall agree.


 


g.                                      In connection with the services to be
provided hereunder, from time to time A&M may utilize the services of
employees of its affiliates.  Such
affiliates are wholly owned by A&M’s parent company and employees, any of
whom shall be bound by the same terms and conditions as those of the CRO and
any Additional Personnel provided by A&M.


 


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2.                                       Compensation


 


a.                                       A&M will be paid by the Company for
the services of the CRO and any Additional Personnel at the following billing
rates.  The monthly billing rate for the
CRO is $150,000 per month.  The current
hourly billing rates for other A&M personnel, based on the position held by
such A&M personnel in A&M, are:


 


	
  i.

  	
  Managing Director

  	
   

  	
  $700-800

  	
   

  
	
  ii.

  	
  Director

  	
   

  	
  $500-700

  	
   

  
	
  iii.

  	
  Associate

  	
   

  	
  $350-500

  	
   

  
	
  iv.

  	
  Analyst

  	
   

  	
  $250-350

  	
   

  



 


Such rates  shall
be subject to adjustment annually at such time as A&M adjusts its rates
generally.  A&M shall provide 30 days
notice of any such rate adjustments.


 


b.                                      In addition, A&M will be reimbursed
by the Company for the reasonable out-of-pocket expenses of the CRO and any
Additional Personnel, and if applicable, other A&M personnel, incurred in
connection with this assignment, such as travel, lodging, duplications,
computer research, messenger and telephone charges.  In addition, A&M shall be reimbursed by
the Company for the reasonable fees and expenses of its counsel incurred in
connection with the preparation, negotiation and approval of this Agreement.   All fees and expenses due to A&M will be
billed on a monthly basis or, at A&M’s discretion, more frequently.


 


c.                                       In addition to
the hourly compensation, A&M will be entitled to incentive compensation in
the amount of $3,000,000 (the “Incentive Fee”) payable upon the earlier of (x) the
consummation of a Chapter 11 plan of reorganization; and (y) the sale,
transfer, or other disposition of all or a substantial portion of the assets or
equity of the Company in one or more transactions (the “Incentive Fee Payment
Date”).


 


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3.                                       Term


 


a.                                       The engagement will commence as of the
date hereof (but not before the filing by the Company of a petition under
Chapter 11 of the United States Bankruptcy Code, provided that until such time
the Superseded Agreement shall remain in place) and may be terminated by either
party without cause by giving 30 days’ written notice to the other party. A&M normally does not withdraw from an
engagement nor does the Company anticipate terminating the engagement unless
the other party misrepresents or fails to disclose material facts, fails to pay
fees or expenses, or makes it unethical or unreasonably difficult for the first
party to continue with the engagement, or unless the foregoing or other just
cause (“Just Cause”) is alleged.  Should
A&M or the Company seek termination in connection with an allegation(s) of
Just Cause, such allegations shall be detailed to the Board or to A&M, as
applicable, at the commencement of the 30 day notice period.


 


b.                                      If the Company terminates this engagement
without Cause or if A&M terminates this engagement for Good Reason, A&M
shall, unless rightfully terminated by the Company for Cause (as defined below)
prior to the Incentive Fee Payment Date, also be entitled to receive the
Incentive Fee upon the occurrence of the event specified in Section 2(d) if
such event occurs within six (6) months of the termination.  The Company may immediately terminate A&M’s
services hereunder at any time for Cause by giving written notice to A&M.


 


c.                                       For purposes of this Agreement, “Cause”
shall mean if (i) the CRO or any of the Additional Personnel is convicted
of, admits guilt in a written document filed with a court of competent
jurisdiction to, or enters a plea of nolo contendere to, an allegation of
fraud, embezzlement, misappropriation or any felony; (ii) the CRO or any
of the Additional Personnel willfully disobeys a lawful direction of the Board;
or (iii) a material breach of any of the obligations of A&M, the CRO
or any of the Additional Personnel under this Agreement which is not cured
within 30 days of the Company’s written notice thereof to A&M or the CRO
describing in reasonable detail the nature of the alleged breach.    For purposes of this Agreement, termination
by A&M for “Good Reason” shall mean either (i) A&M’s resignation
caused by a material breach by the Company of any of the Company’s obligations
under this Agreement that is not cured within 30 days of A&M having given
written notice of such breach to the Company and the Board describing in
reasonable detail the nature of the alleged breach or (ii) the filing of a
petition under Chapter 11 of the United States 


 


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Bankruptcy Code in
respect of the Company unless within 45 days thereafter (or, if sooner, prior
to the date on which a plan of reorganization is confirmed or the case is
converted to one under Chapter 7), the Company has obtained judicial
authorization to continue the engagement on the terms herein pursuant to an
order which has become a final, nonappealable order.


 


d.                                      Upon any termination hereunder, the
Company shall be relieved of all of its payment obligations under this
Agreement, except for the payment of fees and expenses through the effective
date of termination (including fees and expenses that accrued prior to but were
invoiced subsequent to such termination) and its obligations under paragraphs 7
and 8.


 


4.                                       No Audit, Duty to Update.


 


It is understood that the
CRO, any Additional Personnel and A&M are not being requested to perform an
audit, review or compilation, or any other type of financial statement
reporting engagement that is subject to the rules of the AICPA, SEC or
other state or national professional or regulatory body.  They are entitled to reasonably rely on the
accuracy and validity of the data disclosed to them or supplied to them by
employees and representatives of the Company. 
The CRO, any Additional Personnel and A&M are under no obligation to
update data submitted to them or review any other areas unless specifically requested
by the Board to do so.


 


5.                                       No Third Party Beneficiary.


 


The Company acknowledges
that all advice (written or oral) given by A&M to the Company in connection
with this engagement is intended solely for the benefit and use of the Company
(limited to its Board and management) in considering the matters to which this
engagement relates.  The Company agrees
that no such advice shall be used for any other purpose or reproduced,
disseminated, quoted or referred to at any time in any manner or for any purpose
other than accomplishing the tasks referred to herein without A&M’s prior
approval (which shall not be unreasonably withheld), except as required by law.


 


6.                                       Conflicts.


 


A&M is not currently
aware of any relationship that would create a conflict of interest between
A&M (including the CRO and any Additional Personnel, collectively and
individually) and the Company or those parties-in-interest of which the Company
have made A&M aware, except 


 


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as we have advised that
one of the junior members working on this engagement is the son-in-law of an
individual who own a business that is owed approximately $57,000 from Chemtura,
and is listed as a creditor of the Company.  Because
A&M is a consulting firm that serves clients on an international basis in
numerous cases, both in and out of court, it is possible that A&M may have
rendered or will render services to or have business associations with other
entities or people which had or have or may have relationships with the
Company, including creditors of the Company. 
In the event you accept the terms of this engagement, A&M will not
represent, and A&M has not represented, the interests of any such entities
or people in connection with this matter. Each
of the Companies acknowledges and agrees that the services being provided
hereunder are being provided on behalf of each of them  and each of them hereby waives any and all
conflicts of interest that may arise on account of the services being provided
on behalf of any other Company. Each Company represents that it has taken all
corporate action necessary and is authorized to waive such potential conflicts
of interest.


 


7.                                       Confidentiality / Non-Solicitation.


 


The CRO, any Additional
Personnel and A&M shall keep as confidential all non-public information
received from the Company in conjunction with this engagement, except (i) as
requested by the Company or its legal counsel; (ii) as required by legal
proceedings or (iii) as reasonably required in the performance of this engagement.  In the event that A&M is duly served with
a subpoena or other legal or regulatory demand for confidential information of
the Company, A&M shall provide prompt written notice of such order or
demand, to the extent legally permissible, to the Company.  If the Company so elects, A&M shall
cooperate with Company, at the Company’s expense, in obtaining a protective
order with respect to such confidential information, however, if in the absence
of a protective order or other remedy or the receipt of a waiver by the
Company, and A&M is legally ordered to disclose such confidential
information, A&M may, without liability hereunder, disclose only that
portion of the confidential information which A&M is legally required to
disclose.  .  All obligations as to non-disclosure shall
cease as to any part of such information to the extent that such information is
or becomes public other than as a result of a breach of this provision.  Except as specifically provided for in this
letter, the Company on behalf of itself and its subsidiaries and
affiliates and any person which may acquire all or substantially all of its
assets agrees that, until two (2) years subsequent to the termination of
this engagement, it will not solicit, recruit, hire or otherwise engage any employee
of A&M who worked on this engagement while employed by A&M (“Solicited
Person”).  Should the Company or any of
its subsidiaries or affiliates or any person who acquires all or 


 


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substantially
all of its assets extend an offer of employment to or otherwise engage any
Solicited Person and should such offer be accepted, A&M shall be entitled
to a fee from the party extending such offer equal to the Solicited Person’s
hourly client billing rate at the time of the offer multiplied by 4,000 hours
for a Managing Director, 3,000 hours for a Senior Director and 2,000 hours for
any other A&M employee.  The fee
shall be payable at the time of the Solicited Person’s acceptance of employment
or engagement.


 


8.                                       Indemnification.


 


The Company shall
indemnify the CRO and all Additional Personnel to the same extent as the most
favorable indemnification it extends to its officers or directors, whether
under the Company’s bylaws, its certificate of incorporation, by contract or
otherwise, and no reduction or termination in any of the benefits provided
under any such indemnities shall affect the benefits provided to the CRO or
Additional Personnel.  The CRO and each
Additional Personnel shall be covered as an officer under the Company’s
existing director and officer liability insurance policy. As a condition of
A&M accepting this engagement, a Certificate of Insurance
evidencing such coverage shall be furnished to A&M prior to the effective
date of this Agreement.  The Company
shall give thirty (30) days’ prior written notice to A&M of cancellation,
non-renewal, or material change in coverage, scope, or amount of such director
and officer liability policy.   The Company shall also maintain such insurance
coverage for the CRO and each Additional Personnel for a period of not less
than two years following the date of the termination of such officer’s services
hereunder.  The provisions of this
section 8 are in the nature of contractual obligations and no change in
applicable law or the Company’s charter, bylaws or other organizational
documents or policies shall affect the CRO’s or any Additional Personnel’s
rights hereunder.


 


9.                                       Miscellaneous.


 


This Agreement shall
be:  (a) governed and construed in
accordance with the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof;
(b) incorporates the entire understanding of the parties with respect to
the subject matter thereof; and (c) may not be amended or modified except
in writing executed by each of the signatories hereto.  The Company and A&M agree to waive trial
by jury in any action, proceeding or counterclaim brought by or on behalf of
the parties hereto with respect to any matter relating to or arising out of the
performance or non-


 


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performance of the
Company or A&M hereunder. The Company and A&M agree that the Bankruptcy
Court having jurisdiction over the Company’s Chapter 11 case (or any case into
which it may be converted) shall have exclusive jurisdiction over any and all
matters arising under or in connection with their obligations hereunder unless
and until the Chapter 11 case (or any case into which it may be converted)
shall have been closed. Notwithstanding anything herein to the contrary,
A&M may reference or list the Company’s name and/or a general description
of the services in A&M’s marketing materials, including, without
limitation, on A&M’s website.


 


 


If the foregoing is
acceptable, kindly sign the enclosed copy to acknowledge the Company’s
agreement with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Alvarez &
  Marsal North America, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond E.
  Dombrowski, Jr.

  
	
   

  	
   

  	
  Raymond E.
  Dombrowski, Jr.

  
	
   

  	
   

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
  Chemtura Corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Craig A.
  Rogerson

  	
   

  	
   

  
	
   

  	
  Chief Executive
  Officer & Chairman

  	
   

  
					



 


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