Exhibit 10.21


 


June 16, 2006


Mr. Gary M. Pfeiffer


609 Edgehill Road


Wilmington,
DE 19807-2902


Dear
Gary:


This
letter confirms the substance of our conversation regarding a mutually agreed
upon retirement arrangement between you and E. I. du Pont de Nemours and
Company (“DuPont” or “Company”).  We
emphasize that your acceptance of this agreement is completely voluntary.


1.               As part of your phased retirement, you will
step down from the role of Senior Vice President — Finance and Chief Financial
Officer effective immediately and will retire from employment with DuPont
effective December 31, 2006.  Between now
and December 31, 2006 you will remain an employee of DuPont and will render
transition services regarding all aspects of your previous role.


2.               This agreement does not affect in any way
your rights under any DuPont plans in which you participate.  Exhibit “A,” attached hereto and made a part
hereof, summarizes your benefits under applicable plans.


3.               Provided variable compensation awards are
made for the 2006 performance period, DuPont will pay to you in cash, at the
same time it pays variable compensation awards to active employees, a 2006
variable compensation award at target recognizing your contributions as an
employee.


4.               Payments due to you hereunder will be made in
accordance with DuPont’s standard practices.


5.               In consideration for the undertakings
described in this letter, DuPont will, as soon as practicable after your
retirement, pay to you in cash a lump sum separation payment in the amount of
$2,000,000 (“Separation Payment”). 
Current federal tax regulations will require a period of six months to
elapse from the date of your retirement before the Separation Payment may be
made.  All applicable taxes will be
withheld from the Separation Payment, and the Separation Payment will not be
benefit-bearing for purposes of any of DuPont’s compensation or benefit
plans.  The Separation Payment is in lieu
of any other termination or separation payment or benefit of any nature.


6.               If you incur any income inclusion, interest,
or additional tax on deferred compensation from DuPont because that deferred
compensation fails to satisfy Internal Revenue Code Section 409A, DuPont will
make a supplemental payment to you in an amount equal to 









 



 


(a)
the value of the accelerated or additional tax, interest, and penalties
attributable to Section 409A and (b) all income tax liability on the
supplemental amount.


7.               Unless you first obtain DuPont’s written
consent, you will not disclose or use at any time any trade secret or technical
or non-technical confidential information of DuPont of which you become aware
either before or after your retirement from DuPont, except where such
disclosure is required by law.  You
further agree not to disclose the existence of, or the terms and conditions of,
this agreement, except to the extent such information has been publicly
disclosed, to anyone other than your spouse, legal counselor, financial
advisor, and tax advisor.


8.               In order to protect DuPont’s trade secrets
and technical and non-technical confidential information, you agree that for a
period of one (1) year following your retirement, you will not directly or
indirectly


a.               be employed with, consult with, or render
services to any Competing Business nor will you personally engage in any
Competing Business.  “Competing Business”
means any entity or person engaged in or about to become engaged in research,
development, production, marketing, or selling of a Competing Product.  “Competing Business” also means any entity or
person engaged in or about to become engaged in the fields of investment
banking, investment management, venture capital or financial services of any
other nature on any matter in those fields related in any way to DuPont unless
you have no involvement in any such matter related to DuPont.  “Competing Product” means any product,
process or service which competes directly or indirectly with any DuPont
product, process or service with which you have worked within the five (5)
years preceding your retirement or about which you have acquired trade secret
or technical or non-technical confidential information;


b.              promote, solicit or induce for yourself or
any other person or entity the sale of any Competing Product to any entity or
person who is or has been a customer of DuPont at any time during the five (5)
years preceding your retirement; or


c.               solicit or induce directly or indirectly for
any Competing Business the employment of any person who is now, or at any time
after the date hereof, employed by DuPont.


9.               You agree not to make any statements that are
public, or likely to become public, disparaging DuPont, its subsidiaries or
affiliates, or their products or services, or their officers, directors or
managers.  DuPont agrees not to authorize
or condone any statements which are public, or likely to become public,
disparaging you and, upon learning of such statements by any of its employees,
agrees to take prompt action to stop such statements and take disciplinary
action as appropriate.


10.         Except with respect to DuPont’s obligations under this agreement and
the benefit programs listed on Exhibit “A,” you waive, release and forever
discharge DuPont, its subsidiaries, affiliates and its and their officers,
directors, agents and employees, and its and their successors, assigns, heirs,
executors and administrators, in their individual and representative
capacities, from any and all current common law or statutory claims or causes
of action relating to your employment or your retirement, including, but not
limited to, claims relating to local, state or federal anti-discrimination
statutes, specifically including, but not limited to, Title VII of the Civil
Rights Act of 1964, as amended, the Age 









 



 


Discrimination in Employment
Act, as amended, specifically including the Older Worker Benefit Protection
Act, and the Americans with Disabilities Act.


11.         Your release as indicated by your signature is tendered voluntarily and
independently.  You have the opportunity
to discuss this release and this offer of consideration with counsel of your
choice prior to your execution of this agreement.  You understand that no promise, inducement or
agreement has been offered to you except as provided in this agreement.  You agree that in making your decision
whether to enter into this agreement you have relied on only the information
contained in this agreement, and that you have not relied on extrinsic
information in making your decision. 
This agreement constitutes the entire agreement between you and DuPont
and any prior agreements, oral or in writing, are invalid upon execution of
this document.  No modification of this
agreement will be effective unless contained in a writing signed by both
parties.


12.         You have twenty-one days to consider whether to accept this
agreement.  Whenever you sign the
agreement, you will have up to seven days after signing it within which you may
revoke your acceptance by notifying us in writing.


13.         The Employee Agreement you executed at the time you joined DuPont,
remains in full force and effect.


14.         The invalidity or unenforceability of any provision of this agreement
will not affect the validity or enforceability of any other provision of this
agreement.


15.         This agreement will be governed by and construed in accordance with the
laws of the State of Delaware, without reference to principles of conflict of
laws.


Please
contact Jim Borel at 302-774-3038 if you have any questions.  You should acknowledge your agreement to the
foregoing by signing and dating this letter in the space provided below and
returning it to me.


We
wish you all the best in your future endeavors.


	
  

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ C. O. Holliday, Jr.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Charles O. Holliday, Jr.

  	
   

  



 


 


	
  AGREED AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  By: /s/ Gary M. Pfeiffer

  	
   

  
	
   

  	
   

  
	
  Date: June 16, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attachment

  	
   

  
	
   

  	
   

  
	
  Exhibit “A” — Summary of Benefit