ex1020liventcorp-execsev






      EXECUTIVE SEVERANCE AGREEMENT  This EXECUTIVE SEVERANCE AGREEMENT is made and entered into as of February 23,  2021 (the “Effective Date”), by and between Livent Corporation, a Delaware corporation (hereinafter  referred to as the “Company”) and Paul W. Graves (hereinafter referred to as the “Executive”) (this  “Agreement”).  WHEREAS, the Executive presently serves the Company in a position of authority and  responsibility; and  WHEREAS, pursuant to the terms of the Livent Corporation Executive Severance Plan, the  Executive and the Company desire to enter into this Agreement on the terms and the conditions set forth  herein.  NOW THEREFORE, to assure the Company that it will have the continued dedication of the  Executive and the availability of the Executive’s service notwithstanding the possibility, threat, or  occurrence of a Change in Control, and to induce the Executive to remain in the employ of the Company,  and for other good and valuable consideration, the Company and the Executive agree as follows:  ARTICLE 1  ESTABLISHMENT, TERM, AND PURPOSE  This Agreement is effective from the Effective Date and will continue in effect until February 23,  2022. On that date, and on each subsequent anniversary thereof, the term of this Agreement will be  extended automatically for one (1) additional year, unless the Committee delivers written notice six (6)  months prior to such date to the Executive that this Agreement will not be extended. If timely notice not  to extend is given, this Agreement will terminate at the end of the term, or extended term, then in  progress.  However, in the event a Change in Control occurs during the original or any extended term, this  Agreement will remain in effect for the longer of: (i) twenty-four (24) months beyond the end of the  month in which such Change in Control occurred; and (ii) until all obligations of the Company hereunder  have been fulfilled, and until all benefits required hereunder have been paid to the Executive.  ARTICLE 2  DEFINITIONS  Whenever used in this Agreement, the following terms will have the meanings set forth below  and, when the meaning is intended, the initial letter of the word is capitalized.  Section 2.01. “Affiliate” means a corporation or other entity controlled by, controlling or under  common control with the Company, including, without limitation, any corporation partnership, joint  venture or other entity during any period in which at least a fifty percent (50%) voting or profits interest is  owned, directly or indirectly, by the Company or any successor to the Company.  Section 2.02. “Base Salary” means the salary of record paid to the Executive as annual salary,  excluding amounts received under incentive or other bonus plans, whether or not deferred.  Exhibit 10.20 





 






    Section 2.03. “Beneficiary” means the persons or entities designated or deemed designated by  the Executive pursuant to Section 10.02 herein.  Section 2.04. “Board” means the Board of Directors of the Company.  Section 2.05. “Cause” means:  (a) the Executive’s Willful and continued failure to substantially perform the Executive’s  employment duties in any material respect (other than any such failure resulting from physical or mental  incapacity or occurring after issuance by the Executive of a Notice of Termination for Good Reason),  after a written demand for substantial performance is delivered to the Executive that specifically identifies  the manner in which the Company believes the Executive has failed to perform the Executive’s duties,  and after the Executive has failed to resume substantial performance of the Executive’s duties on a  continuous basis within thirty (30) calendar days of receiving such demand;  (b) the Executive’s Willful and deliberate conduct (other than conduct covered under (a)  above) which is materially injurious to the Company or an Affiliate; or  (c) the Executive’s having been convicted of, or pleading guilty or nolo contendere to, a  felony under federal or state law on or prior to a Change in Control.  Section 2.06. “Change in Control” means the happening of any of the following events:  (a) An acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3  promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding  shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the  combined voting power of the then outstanding voting securities of the Company entitled to vote  generally in the election of directors (the “Outstanding Company Voting Securities”); excluding,  however, the following: (A) any acquisition directly from the Company, other than an acquisition by  virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired  directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee  benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the  Company, or (D) any acquisition pursuant to a transaction which complies with Subsections (i), (ii) and  (iii) of Subsection (c) of this Section 2.06;  (b) A change in the composition of the Board such that the individuals who, as of the Effective  Date, constitute the Board (such Board will be hereinafter referred to as the “Incumbent Board”) cease  for any reason to constitute at least a majority of the Board; provided, however, for purposes of this  Section 2.06, that any individual who becomes a member of the Board subsequent to the Effective Date,  whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at  least a majority of those individuals who are members of the Board and who were also members of the  Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as though such  individual were a member of the Incumbent Board; but, provided further, that any such individual whose  initial assumption of office occurs as a result of either an actual or threatened election contest (as such  terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or  threatened solicitation of proxies or consents by or on behalf of a Person other than the Board will not be  so considered as a member of the Incumbent Board;  





 






    (c) Consummation of a reorganization, merger or consolidation, sale or other disposition of all  or substantially all of the assets of the Company, or acquisition by the Company of the assets or stock of  another entity (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant  to which (i) all or substantially all of the individuals and entities who are the beneficial owners,  respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities  immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than  sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting  power of the then outstanding voting securities entitled to vote generally in the election of directors, as the  case may be, of the corporation resulting from such Corporate Transaction (including, without limitation,  a corporation which as a result of such transaction owns the Company or all or substantially all of the  Company’s assets either directly or through one or more subsidiaries) in substantially the same  proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding  Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person  (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation  resulting from such Corporate Transaction) will beneficially own, directly or indirectly, twenty percent  (20%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from  such Corporate Transaction or the combined voting power of the outstanding voting securities of such  corporation entitled to vote generally in the election of directors except to the extent that such ownership  existed prior to the Corporate Transaction, and (iii) individuals who were members of the Incumbent  Board will constitute at least a majority of the members of the board of directors of the corporation  resulting from such Corporate Transaction; or  (d) The approval by the stockholders of the Company of a complete liquidation or dissolution  of the Company.  For the avoidance of doubt, the Distribution (as defined in the Employee Matters Agreement)  shall not constitute a Change in Control.  Section 2.07. “Code” means the Internal Revenue Code of 1986, as amended from time to  time, and any successor thereto.  Section 2.08. “Committee” means the Compensation and Organization Committee of the  Board or any other committee of the Board appointed to perform the functions of the Compensation and  Organization Committee.  Section 2.09. “Company” means Livent Corporation, a Delaware corporation, or any  successor thereto as provided in Article 9 herein.  Section 2.10. “Date of Separation from Service” means the date on which a Qualifying  Termination occurs.  Section 2.11. “Disability” means complete and permanent inability by reason of illness or  accident to perform the duties of the occupation at which the Executive was employed when such  disability commenced.  Section 2.12. “Employee Matters Agreement” means the Employee Matters Agreement, by  and between FMC Corporation, a Delaware corporation, and the Company, dated as of October 15, 2018,  as such agreement may be amended from time to time.  





 






    Section 2.13. “Exchange Act” means the Securities Exchange Act of 1934, as amended from  time to time, and any successor thereto.  Section 2.14. “Good Reason” means, without the Executive’s express written consent, the  occurrence of any one or more of the following:  (a) The assignment of the Executive to duties materially inconsistent with the Executive’s  authorities, duties, responsibilities and status (including, without limitation, offices, titles and reporting  requirements) as an employee of the Company (including, without limitation, any material change in  duties or status as a result of the stock of the Company ceasing to be publicly traded or of the Company  becoming a subsidiary of another entity), or a reduction or alteration in the nature or status of the  Executive’s authorities, duties, or responsibilities from the greatest of those in effect (i) immediately  preceding the Company’s entry into any definitive agreement to conduct the Change in Control, or (ii)  immediately preceding the Change in Control;  (b) The Company’s requiring the Executive to be based at a location which is at least fifty (50)  miles further from the Executive’s then current primary residence than such residence is from the office  where the Executive is located at the time of the Change in Control, except for required travel on the  Company’s business to an extent substantially consistent with the Executive’s business obligations;  (c) A reduction by the Company in the Executive’s Base Salary;  (d) A material reduction in the Executive’s level of participation in any of the Company’s  short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies,  practices, or arrangements in which the Executive participates from the greatest of the levels in place: (i)  immediately preceding the Company’s entry into any definitive agreement to conduct the Change in  Control, or (ii) immediately preceding the Change in Control;  (e) The failure of the Company to obtain a satisfactory agreement from any successor to the  Company to assume and agree to perform this Agreement, as contemplated in Article 9 herein.  provided that any such event shall constitute Good Reason only if Executive notifies the Company in  writing of such event within 90 days following the initial occurrence thereof, the Company fails to cure  such event within 30 days after receipt from Executive of written notice thereof, and the Executive  resigns from the Executive’s employment within two years following the initial occurrence of such event.  The existence of Good Reason will not be affected by the Executive’s temporary incapacity due  to physical or mental illness not constituting a Disability.  Section 2.15. “Notice of Termination” means a written notice which indicates the specific  termination provision in this Agreement relied upon, and sets forth in reasonable detail the facts and  circumstances claimed to provide a basis for termination of the Executive’s employment under the  provision so indicated.  Section 2.16. “Person” has the meaning ascribed to such term in Section 3(a)(9) of the  Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as provided in Section  13(d).  





 






    Section 2.17. “Qualifying Termination” means any of the events described in Section 3.02  herein, the occurrence of which triggers the payment of Severance Benefits hereunder.  Section 2.18. “Separation from Service” means the Executive’s termination of employment  with the Company, its Affiliates and with each member of the controlled group (within the meaning of  Sections 414(b) or (c) of the Code) of which the Company is a member.The Executive will not be treated  as having a Separation from Service during any period the Executive’s employment relationship  continues, such as a result of a leave of absence, and whether a Separation from Service has occurred  shall be determined by the Committee (on a basis consistent with rules under Section 409A) after  consideration of all the facts and circumstances, including whether either no further services are to be  performed or there is a reasonably anticipated permanent and substantial decrease (e.g., 80% or more) in  the level of services to be performed (and the related amount of compensation to be received for such  services) below the level of services previously performed (and compensation previously received).  Section 2.19. “Severance Benefits” means the payment of severance compensation as  provided in Section 3.03 herein.  Section 2.20. “Willful” means any act or omission by the Executive that was in good faith and  with a reasonable belief that the action or omission was in the best interests of the Company or its  Affiliates. Any act or omission based upon authority given pursuant to a duly adopted Board resolution,  or, upon the instructions of any senior officer of the Company, or based upon the advice of counsel for the  Company will be conclusively presumed to be taken or omitted by the Executive in good faith and in the  best interests of the Company and/or its Affiliates.  ARTICLE 3  SEVERANCE BENEFITS  Section 3.01. Right to Severance Benefits.  The Executive will be entitled to receive the  Severance Benefits from the Company if a Qualifying Termination occurs on or after a Change in Control  and before the end of the twenty-fourth (24th) calendar month following the end of the month in which  the Change in Control occurs.  The Executive will not be entitled to receive Severance Benefits if the Executive’s employment is  terminated (i) for Cause, (ii) due to a voluntary termination without Good Reason, or (iii) due to death or  Disability.  Section 3.02. Qualifying Termination.  A Qualifying Termination shall occur if:  (a) The Executive incurs a Separation from Service because of an involuntary termination of  the Executive’s employment by the Company for reasons other than Cause, Disability or death; or  (b) The Executive incurs a Separation from Service because of a voluntary termination by the  Executive for Good Reason pursuant to a Notice of Termination delivered to the Company by the  Executive.  Section 3.03. Description of Severance Benefits.  In the event the Executive becomes entitled  to receive Severance Benefits, as provided in Sections 3.01 and 3.02 herein, the Company will pay to the  





 






    Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide the  Executive with the following at the time or times provided in Section 4.01 herein:  (a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base  Salary in effect at any time up to and including the Date of Separation from Service.  (b) An amount equal to three (3) times the Executive’s highest annualized target Management  Incentive Award granted under the Livent Corporation Incentive Compensation and Stock Plan for any  plan year up to and including the plan year in which the Executive’s Date of Separation from Service  occurs.  (c) An amount equal to the Executive’s unpaid Base Salary, and unused and accrued vacation  pay, earned or accrued through the Date of Separation from Service.  (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for  the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the  Date of Separation from Service.  (e) An amount equal to three (3) times the annual Company contribution made on the  Executive’s behalf to the Livent Savings and Investment Plan and the Livent Nonqualified Savings Plan  as in effect immediately prior to the date of the Change in Control.  For the avoidance of doubt, the  “annual Company contribution” shall exclude any pre-tax or post-tax contribution specifically authorized  by the Executive.  (f) Provided it is permissible under the terms of the applicable plan and any underlying  insurance contract and does not result in adverse tax consequences to the Company or the Executive, as  determined by the Committee, a continuation of the Company’s welfare benefits of life and accidental  death and dismemberment, and disability insurance coverage for three (3) full years after the Date of  Separation from Service. These benefits will be provided to the Executive (and to the Executive’s covered  spouse and dependents) at the same premium cost, and at the same coverage level, as in effect  immediately prior to the date of the Change in Control. The continuation of these welfare benefits (or  cash benefits in lieu thereof, as described below) will be discontinued prior to the end of the three (3) year  period if the Executive has available substantially similar benefits at a comparable cost from a subsequent  employer, as determined by the Committee.  In the event any such benefit cannot be provided to the  Executive under the terms of the applicable plan or contract or would result in adverse tax consequences,  the Company shall pay an amount equal to three (3) times the annual Company cost for such benefit as in  effect immediately prior to the date of the Change in Control.  (g) Provided it is permissible under the terms of the plan and underlying insurance contract  and does not result in adverse tax consequences to the Company or the Executive, as determined by the  Committee, for a period of three (3) full years following the Date of Separation from Service, the  Company shall provide medical insurance for the Executive (and the Executive’s covered spouse and  dependents) at the same premium cost, and at the same coverage level, as in effect immediately prior to  the date of the Change in Control. The continuation of this medical insurance (or cash benefits in lieu  thereof, as described below) will be discontinued prior to the end of the three (3) year period if the  Executive has available substantially similar medical insurance at a comparable cost from a subsequent  employer, as determined by the Committee. The date that medical benefits provided in this paragraph  cease to be provided under this paragraph will be the date of the Executive’s qualifying event for  





 






    continuation coverage purposes under Code Section 4980B(f)(3)(B).  In the event such medical insurance  cannot be provided to the Executive under the terms of the applicable plan or contract or would result in  adverse tax consequences, the Company shall pay an amount equal to three (3) times the annual Company  cost for such benefit as in effect immediately prior to the date of the Change in Control.  Awards granted under the Livent Corporation Incentive Compensation and Stock Plan, and other  incentive arrangements adopted by the Company will be treated pursuant to the terms of the applicable  plan.  The aggregate benefits accrued by the Executive as of the Date of Separation from Service under  any savings or retirement plans sponsored by the Company from time to time will be distributed pursuant  to the terms of the applicable plan.  Section 3.04. Termination for Disability.  If the Executive’s employment is terminated due to  Disability, the Executive will receive the Executive’s Base Salary through the Date of Separation from  Service, and the Executive’s benefits will be determined in accordance with the Company’s disability,  retirement, survivor’s benefits, insurance and other applicable plans and programs then in effect. If the  Executive’s employment is terminated due to Disability, the Executive will not be entitled to the  Severance Benefits described in Section 3.03.  Section 3.05. Termination upon Death.  If the Executive’s employment is terminated due to  death, the Executive’s benefits will be determined in accordance with the Company’s retirement,  survivor’s benefits, insurance and other applicable programs of the Company then in effect. If the  Executive’s employment is terminated due to death, neither the Executive’s estate nor the Executive’s  Beneficiary will be entitled to the Severance Benefits described in Section 3.03.  Section 3.06. Termination for Cause, or Other Than for Good Reason. Following a Change in  Control of the Company, if the Executive’s employment is terminated either: (a) by the Company for  Cause; or (b) by the Executive (other than for Good Reason), the Company will pay the Executive an  amount equal to the Executive’s Base Salary and accrued vacation through the Date of Separation from  Service, at the rate then in effect, plus all other amounts to which the Executive is entitled under any plans  of the Company, at the time such payments are due and the Company will have no further obligations to  the Executive under this Agreement.  Section 3.07. Notice of Termination.  Any termination of employment by the Company or by  the Executive for Good Reason will be communicated by a Notice of Termination.  ARTICLE 4  FORM AND TIMING OF SEVERANCE BENEFITS  Section 4.01. Form and Timing. Subject to Section 4.02:  (a) the amounts payable under Sections 3.03(a), (b), (c), and (e) will be paid in a lump sum on  the 61st day following the Termination Date (or, if such 61st day is not a business day, the next business  day immediately following such 61st day);  (b) the amount payable under Section 3.03(d) will be paid in a lump sum at the same time that  Management Incentive Awards are paid to employees generally for the year in which the Executive’s  





 






    Separation from Service occurs, but in no event later than 21⁄2 months following the end of the year in  which the Executive’s Separation from Service occurs; and  (c) the benefits due under Sections 3.03(f) and 3.03(g) will continue uninterrupted following  the Executive’s Separation from Service (but will be discontinued if the requirements of Section 4.02 are  not timely satisfied) or in the event a cash payment will be made pursuant to Sections 3.03(f) or 3.03(g),  such payment shall be made in monthly installments, over the period such benefits would have otherwise  been provided.  Section 4.02. Release.  All rights, payments and benefits due to the Executive under Section  3.03 (other than Section 3.03(c)) shall be conditioned on the Executive’s execution of a general release of  claims against the Company and its affiliates in a form reasonably prescribed by the Company and on that  release becoming irrevocable within 60 days following the Termination Date.  ARTICLE 5  TAXES AND TAX COMPLIANCE  Section 5.01. Withholding of Taxes.  The Company will be entitled to withhold from any  amounts payable under this Agreement all taxes as it may believe are reasonably required to be withheld  (including, without limitation, any United States federal taxes and any other state, city, or local taxes).  Section 5.02. Section 409A Compliance.  This Agreement shall be interpreted to avoid any  penalty sanctions under Section 409A of the Code. If any payment or benefit cannot be provided or made  at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit  or payment shall be provided in full at the earliest time thereafter when such sanctions will not be  imposed.  All payments to be made upon a termination of employment under this Agreement will be  made upon a “separation from service” under Section 409A of the Code.  For purposes of Section 409A  of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event  may the Executive, directly or indirectly, designate the calendar year of payment. Notwithstanding any  other provision of this Agreement to the contrary, any payment that constitutes the deferral of  compensation (within the meaning of Treas. Reg. § 1.409A-1(b)) that is otherwise required to be made to  the Executive prior to the day after the date that is six months from the Date of Separation from Service  shall be accumulated, deferred and paid in a lump sum to the Executive (with interest on the amount  deferred from the Date of Separation from Service until the day prior to the actual payment at the federal  short-term rate on the Date of Separation from Service) on the day after the date that is six months from  the Date of Separation from Service; provided, however, if Executive dies prior to the expiration of such  six month period, payment to the Executive’s Beneficiary shall be made as soon as practicable following  the Executive’s death. Any reimbursements or in-kind benefits that constitute a deferral of compensation  (within the meaning of Treas. Reg. § 1.409A-1(b)) will be provided subject to the requirements of Treas.  Reg. §§ 1.409A-3(i)(1)(iv)(A)(3), (4) and (5).  Section 5.03. Parachute Payments.  (a) Notwithstanding anything to the contrary in this Agreement or otherwise, in the event that  any payment or benefit received or to be received by the Executive in connection with a Change in  Control or the Executive’s Separation from Service (whether pursuant to the terms of this Agreement or  any other plan, policy, arrangement or agreement maintained or entered into by the Company (or any of  its Affiliates or successors) or any Person whose actions result in a Change in Control (or any Person  





 






    affiliated with such Person)) (all such payments and benefits, the “Parachute Payments”) would be  subject (in whole or in part) to an excise tax under Section 4999 of the Code (the “Excise Tax”), then the  Parachute Payments shall either be (i) reduced (but not below zero) so that the present value of the  Parachute Payments is one dollar less than three times the Executive’s “base amount” (as defined in  Section 280G(b)(3) of the Code) so that no portion of the Parachute Payments shall be subject to the  Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Executive  (taking into account the Excise Tax and any other applicable taxes).  (b) The reduction of the Parachute Payments contemplated in Section 5.03(a) above shall be  implemented by determining the Parachute Payment Ratio (as defined below), as determined in good faith  by the Company (or its successor), for each Parachute Payment and then reducing the Parachute Payments  in order beginning with the Parachute Payment with the highest Parachute Payment Ratio. For Parachute  Payments with the same Parachute Payment Ratio, such Parachute Payments shall be reduced based on  the time of payment of such Parachute Payments, with amounts having later payment dates being reduced  first. For Parachute Payments with the same Parachute Payment Ratio and the same time of payment,  such Parachute Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing  Parachute Payments with a lower Parachute Payment Ratio. For purposes hereof, the term “Parachute  Payment Ratio” shall mean a fraction, (i) the numerator of which is the value of the applicable Parachute  Payment (as calculated for purposes of Section 280G of the Code), and (ii) the denominator of which is  the intrinsic (i.e., economic) value of such Parachute Payment.  ARTICLE 6  THE COMPANY’S PAYMENT OBLIGATION  The Company’s obligation to make the payments and the arrangements provided for herein will  be absolute and unconditional, and will not be affected by any circumstances, including, without  limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have  against the Executive or anyone else. All amounts payable by the Company hereunder will be paid  without notice or demand. Each and every payment made hereunder by the Company will be final, and  the Company will not seek to recover all or any part of such payment from the Executive or from  whomsoever may be entitled thereto, for any reasons whatsoever.  The Executive will not be obligated to seek other employment in mitigation of the amounts  payable or arrangements made under any provision of this Agreement, and the obtaining of any such  other employment will in no event effect any reduction of the Company’s obligations to make the  payments and arrangements required to be made under this Agreement, except to the extent provided in  Sections 3.03(f) and (g) herein. Notwithstanding anything in this Agreement to the contrary, if Severance  Benefits are paid under this Agreement, no severance benefits under any program of the Company, other  than benefits described in this Agreement, will be paid to the Executive.  ARTICLE 7  FEES AND EXPENSES  To the extent permitted by law, the Company will pay as incurred (within ten (10) days following  receipt of an invoice from the Executive) all legal fees, costs of litigation, prejudgment interest, and other  expenses incurred in good faith by the Executive as a result of the Company’s refusal to provide the  Severance Benefits to which the Executive becomes entitled under this Agreement, or as a result of the  Company’s contesting the validity, enforceability, or interpretation of this Agreement, or as a result of  





 






    any conflict between the parties pertaining to this Agreement; provided, however, that the Company will  reimburse the Executive only for such expenses arising out of litigation commenced within three (3) years  following the Executive’s Separation from Service. Notwithstanding any other provision in this Article 7,  the Company will reimburse the Executive only for expenses incurred prior to the end of the fifth (5th)  year following the Executive’s Separation from Service.  ARTICLE 8  OUTPLACEMENT ASSISTANCE  Following a Qualifying Termination (as described in Section 3.02 herein), the Executive will be  reimbursed by the Company for the costs of all reasonable outplacement services obtained by the  Executive within the two (2) year period after the Date of Separation from Service; provided, however,  that reimbursements must be made by the end of the third year following the Date of Separation from  Service and the total reimbursement for such outplacement services will be limited to an amount equal to  fifteen percent (15%) of the Executive’s Base Salary as of the Date of Separation from Service.  ARTICLE 9  SUCCESSORS AND ASSIGNMENT  Section 9.01. Successors to the Company.  The Company will require any successor (whether  direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the  business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and  agree to perform the Company’s obligations under this Agreement in the same manner and to the same  extent that the Company would be required to perform them if no such succession had taken place.  Section 9.02. Assignment by the Executive.  This Agreement will inure to the benefit of and be  enforceable by the Executive’s personal or legal representatives, executors, administrators, successors,  heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable  to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise  provided herein, will be paid in accordance with the terms of this Agreement to the Executive’s  Beneficiary. If the Executive has not named a Beneficiary, then such amounts will be paid to the  Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate,  and such designee, or the Executive’s estate will be treated as the Beneficiary hereunder.  ARTICLE 10  MISCELLANEOUS  Section 10.01. Employment Status.  Except as may be provided under any other agreement  between the Executive and the Company, the employment of the Executive by the Company is “at will,”  and may be terminated by either the Executive or the Company at any time, subject to applicable law.  Section 10.02. Beneficiaries.  The Executive may designate one or more persons or entities as  the primary and/or contingent Beneficiaries of any Severance Benefits owing to the Executive under this  Agreement. Such designation must be in the form of a signed writing acceptable to the Committee. The  Executive may make or change such designations at any time.  Section 10.03. Severability.  In the event any provision of this Agreement will be held illegal or  invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Agreement, and  





 






    the Agreement will be construed and enforced as if the illegal or invalid provision had not been included.  Further, the captions of this Agreement are not part of the provisions hereof and will have no force and  effect.  Section 10.04. Modification.  No provision of this Agreement may be modified, waived, or  discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the  Executive and by an authorized member of the Committee, or by the respective parties’ legal  representatives and successors.  Section 10.05. Applicable Law.  To the extent not preempted by the laws of the United States,  the laws of the state of Delaware will be the controlling law in all matters relating to this Agreement.  Section 10.06. Indemnification.  To the full extent permitted by law, the Company will, both  during and after the period of the Executive’s employment, indemnify the Executive (including by  advancing the Executive expenses) for any judgments, fines, amounts paid in settlement and reasonable  expenses, including any attorneys’ fees, incurred by the Executive in connection with the defense of any  lawsuit or other claim to which the Executive is made a party by reason of being (or having been) an  officer, director or employee of the Company or any of its subsidiaries. The Executive will be covered by  director and officer liability insurance to the maximum extent that that insurance covers any officer or  director (or former officer or director) of the Company.  Section 10.07. Termination of Prior Agreement.  The prior Executive Severance Agreement  between the Company and Executive, dated as of October 10, 2018, is hereby terminated and shall have  no further force or effect.  [Signature Page Follows] 





 






  [Signature Page to Executive Severance Agreement]  #113189964 v2    IN WITNESS WHEREOF, the parties have executed this Agreement on February 23,  2021.  LIVENT CORPORATION     EXECUTIVE    By:  ___________________________   ________________________         Alicia M. Markmann     Paul W. Graves            CHRO       President & CEO