exv10w26




Exhibit 10.26



EXECUTIVE EMPLOYMENT AGREEMENT




     This Executive Employment Agreement (this “Agreement”) is made this 24th day of January, 2011
(the “Effective Date”), by and between MOLYCORP, INC., a Delaware corporation (“Employer”), and
John K. Bassett (“Executive”). The Employer and the Executive are referred to below individually
as a “Party” and collectively as the “Parties.”



WITNESSETH:




     WHEREAS, the Executive agrees to be employed by the Employer upon and subject to the terms
herein provided; and



     WHEREAS, the Employer agrees to employ the Executive upon and subject to the terms herein
provided.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and
agreements contained herein, the legal sufficiency of which is acknowledged by the Parties, and
intending to be legally bound, the Parties agree as follows:



     1. Employment. The Employer shall employ the Executive, and the Executive accepts
employment with the Employer, upon the terms and conditions set forth in this Agreement for a
period of time beginning on the date hereof and ending as provided in Section 4 (the “Employment
Period”). Notwithstanding anything in this Agreement to the contrary, the Executive will be an
at-will employee of the Employer and the Executive or the Employer may terminate the Executive’s
employment with the Employer for any reason or no reason at any time.



     2. Office and Duties. The Executive shall serve as, and have the title of, Vice
President, Operations and shall report to, and be subject to the power and authority of, the Chief
Executive Officer of the Employer. The Executive shall manage the affairs of the Employer and have
the duties, responsibilities and authority of a Vice President, Operations. The Executive shall
perform such tasks commensurate with this position as may from time to time be defined or assigned
by the Chief Executive Officer of the Employer. The Executive shall devote all business time,
labor, skill, undivided attention and best ability to the performance of the Executive’s duties
hereunder in a manner which will faithfully and diligently further the business and interests of
the Employer. During the Employment Period, the Executive shall not directly or indirectly pursue
any other business activity without the prior written consent of the Board, except as permitted
under Section 7(f) of this Agreement. The Executive further agrees to travel to whatever extent is
reasonably necessary in the conduct of the Employer’s business, at the Employer’s expense.



     3. Compensation and Benefits.



     (a) The Employer will pay the Executive a base salary for services rendered under this
Agreement at a rate of not less than $215,000.00 per year, payable in accordance with Employer’s
standard payroll practices, subject to such payroll and withholding deductions as are required by
law or authorized by the Executive. The Executive shall be eligible for increases in base salary
at the sole discretion of the Employer.



 









 





     (b) The Executive shall be entitled to participate in the employee benefit plans (such as
medical and dental insurance, disability, life insurance, 401k and sick pay) offered to
substantially all of the employees of the Employer. In addition, the Executive will be eligible
for the Employer’s Management Incentive Plan, which is a nonqualified deferred compensation plan to
which the Employer may make contributions and the Executive may elect to make deferral
contributions from his base salary and bonus, if any. Employer contributions to the Management
Incentive Plan are discretionary and subject to annual Board approval.



     (c) The Executive shall be eligible for such bonus plans and long-term equity or cash
incentive compensation plans for the Employer’s officers and directors as the Board may establish
from time to time, which will be based on the achievement and satisfaction of goals and objectives
established by the Board.



     (d) The Employer shall reimburse the Executive for all reasonable and actual out-of-pocket
costs and expenses, including reasonable business entertainment and travel expenses (including
reasonable expenses for Executive’s travel to and from his primary residence in Illinois to
Employer’s location or other locations in the conduct of Employer’s business), incurred by him in
the course of performing his duties under this Agreement, subject in all instances to the
Employer’s reimbursement policies and requirements applicable to all employees with respect to
reporting and documentation of such expenses, including, without limitation, the timely submittal
of receipts, invoices and documentation supporting all such costs and expenses.



     (e) The Executive shall be entitled to twenty (20) days paid vacation during each 12-month
period worked, commencing on the date hereof. A maximum of 10 days of accrued but unused vacation
may be carried over from one year to the next year; any accrued but unused vacation time not
carried over will be waived and will not be deemed earned pursuant to C.R.S. § 8-4-101 et seq. The
Executive will keep the Board apprised of dates for planned vacation.



     4. Employment Period. Unless renewed in writing by the mutual agreement of the
Employer and the Executive, the Employment Period shall be for the period beginning on the date of
this Agreement and ending on January 1, 2014; provided, however, that (i) the Employment Period
shall terminate prior to such date upon the Executive’s resignation, death or disability and (ii)
the Employment Period may be terminated by the Employer at any time prior to such date for Cause
(as defined below) or without Cause.



     5. Termination of Employment.



     (a) If the Employer terminates the Executive’s employment as a result of the Executive’s death
or the Executive’s disability or for Cause (as defined below), the Employer will pay the
Executive’s accrued salary, benefits and vacation, including the then unused accrued vacation, up
to and including the date of termination. Thereafter, the Employer will have no further
obligations to the Executive under this Agreement. For purposes of this Agreement, “Cause” is
defined as: (1) the Executive’s misconduct, malfeasance, or negligence relative to the Executive’s
duties or the Employer’s business; (2) the Executive’s failure or refusal to perform the services
required or as requested by the Chief Executive Officer of the Employer, or the Executive’s refusal
to carry out or perform proper directions or instructions from the Employer



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or the Chief Executive Officer of the Employer with respect to the services rendered
hereunder; (3) the Executive’s conviction of a crime that either results in a sentence of
imprisonment or involves theft, embezzlement, dishonesty or breach of securities or financial laws
or regulations; (4) activities by the Executive that are injurious to the Employer, its affiliates
or its or their reputation; or (5) any conduct constituting “cause” under applicable law. Whether
Cause exists to justify the termination of this Agreement shall be determined by the Employer in
its sole discretion.




     (b) If the Employer terminates the Executive’s employment without Cause or if the Executive
terminates his employment for Good Reason (as defined below), the Employer will pay to the
Executive (1) the Executive’s accrued salary and vacation, including the then unused accrued
vacation, up to and including the date of termination and (2) the equivalent of one year of the
Executive’s Base Salary, less applicable deductions and withholdings, pursuant to the Employer’s
standard pay periods and practices; provided, however, that such payments shall be deemed severance
pay and not wages. Such payment shall be made to the Executive as soon as administratively
practicable after the termination of the Executive’s employment without Cause or for Good Reason,
but no later than two and one-half months after the last day of the calendar year in which the
Executive’s employment is so terminated. It is expressly understood that the Employer’s payment
obligations under this Section 5(b) shall cease in the event the Executive breaches any of the
agreements in Sections 6 and 7 of this Agreement. Notwithstanding anything herein to the contrary,
the Company shall not be obligated to make any payment under this Section 5(b) unless (i) prior to
the sixtieth (60th) day following the termination without Cause or termination for Good
Reason, the Executive executes a release of all current or future claims, known or unknown, arising
on or before the date of the release, against the Employer and its subsidiaries and the directors,
officers, employees and affiliates of any of them, in a form approved by the Employer and (ii) any
applicable revocation period has expired during such sixty-day period without the Executive
revoking such release. Each payment under this Section 5(b) shall be considered a separate payment
and not one of a series of payments for purposes of Section 409A of the Internal Revenue Code of
1986, as amended. Any payment payable pursuant to this Section 5(b) that is not made following the
Executive’s termination without Cause or termination for Good Reason because the Executive has not
executed the release described herein shall be paid to the Executive in a single lump sum on the
first payroll date following the last day of any applicable revocation period after the Executive
executes the release; provided that the Executive executes and does not revoke the release in
accordance with the requirements set forth herein.



     For purposes of this Agreement, “Good Reason” is defined as: the Executive’s termination of
his employment within the two-year period following a Change of Control (as such term is defined in
Exhibit A to this Agreement) as a result of (i) any material diminution in the Executive’s
authority, duties or responsibilities or (ii) a relocation of the Executive’s principal office to a
location that is in excess of fifty (50) miles from its location as of the Effective Date.
Notwithstanding the foregoing, no termination of employment by the Executive shall constitute a
termination for “Good Reason” unless (A) the Executive gives the Employer notice of the existence
of an event described in clause (i) or (ii) above within sixty (60) days following the occurrence
thereof, (B) the Employer does not remedy such event within thirty (30) days of receiving the
notice described in the preceding clause (A), and (C) the Executive



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terminates employment within five (5) days of the end of the cure period specified in clause
(B), above.




     (c) If the Executive terminates his employment for any reason other than Good Reason, the
Employer will pay the Executive’s accrued salary and vacation, including the then unused accrued
vacation, up to and including the date of termination. Thereafter, the Employer will have no
further obligations to the Executive under this Agreement. The Executive may resign upon not less
than sixty (60) days prior written notice to the Employer, for any reason or no reason.



     6. Confidential Information; Discoveries and Inventions; Work Made for Hire.



     (a) The Executive will keep in strict confidence, and will not, directly or indirectly, at any
time, during or after the Executive’s employment with the Employer, disclose, furnish, disseminate,
make available or, except in the course of performing the Executive’s duties of employment, use any
trade secrets or confidential business and technical information of the Employer or its customers
or vendors, without limitation as to when or how the Executive may have acquired such information.
Such confidential information shall include, without limitation, the Employer’s unique selling,
manufacturing and servicing methods and business techniques, training, service and business
manuals, promotional materials, training courses and other training and instructional materials,
vendor and product information, customer and prospective customer lists, other customer and
prospective customer information and other business information. The Executive specifically
acknowledges that all such confidential information, whether reduced to writing, maintained on any
form of electronic media, or maintained in the mind or memory of the Executive and whether compiled
by the Employer, and/or the Executive, derives independent economic value from not being readily
known to or ascertainable by proper means by others who can obtain economic value from its
disclosure or use, that reasonable efforts have been made by the Employer to maintain the secrecy
of such information, that such information is the sole property of the Employer and that any
retention and use of such information by the Executive during the Executive’s employment with the
Employer (except in the course of performing the Executive’s duties and obligations to the
Employer) or after the termination of the Executive’s employment shall constitute a
misappropriation of the Employer’s trade secrets.



     (b) The Executive agrees that upon termination of the Executive’s employment with the
Employer, for any reason, the Executive shall return to the Employer, in good condition, all
property of the Employer, including without limitation, the originals and all copies of any
materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of
information listed in Section 6(a) of this Agreement. In the event that such items are not so
returned, the Employer will have the right to charge the Executive for all reasonable damages,
costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or
recovering such property.



     (c) The Executive agrees that upon conception and/or development of any idea, discovery,
invention, improvement, software, writing or other material or design that: (A) relates to the
business of the Employer, or (B) relates to the Employer’s actual or demonstrably anticipated
research or development, or (C) results from any work performed by the Executive for the Employer,
the Executive will assign to the Employer the entire right, title and interest in



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and to any such idea, discovery, invention, improvement, software, writing or other material
or design. The Executive has no obligation to assign any idea, discovery, invention, improvement,
software, writing or other material or design that the Executive conceives and/or develops entirely
on the Executive’s own time without using the Employer’s equipment, supplies, facilities, or trade
secret information unless the idea, discovery, invention, improvement, software, writing or other
material or design either: (x) relates to the business of the Employer, or (y) relates to the
Employer’s actual or demonstrably anticipated research or development, or (z) results from any work
performed by the Executive for the Employer. The Executive agrees that any idea, discovery,
invention, improvement, software, writing or other material or design that relates to the business
of the Employer or relates to the Employer’s actual or demonstrably anticipated research or
development which is conceived or suggested by the Executive, either solely or jointly with others,
within one (1) year following termination of the Executive’s employment under this Agreement or any
successor agreements shall be presumed to have been so made, conceived or suggested in the course
of such employment with the use of the Employer’s equipment, supplies, facilities, and/or trade
secrets.




     (d) In order to determine the rights of the Executive and the Employer in any idea, discovery,
invention, improvement, software, writing or other material, and to insure the protection of the
same, the Executive agrees that during the Executive’s employment, and for one (1) year after
termination of the Executive’s employment under this Agreement or any successor agreements the
Executive will disclose immediately and fully to the Employer any idea, discovery, invention,
improvement, software, writing or other material or design conceived, made or developed by the
Executive solely or jointly with others. The Employer agrees to keep any such disclosures
confidential. The Executive also agrees to record descriptions of all work in the manner directed
by the Employer and agrees that all such records and copies, samples and experimental materials
will be the exclusive property of the Employer. The Executive agrees that at the request of and
without charge to the Employer, but at the Employer’s expense, the Executive will execute a written
assignment of the idea, discovery, invention, improvement, software, writing or other material or
design to the Employer and will assign to the Employer any application for letters patent or for
trademark registration made thereon, and to any common-law or statutory copyright therein; and that
the Executive will do whatever may be necessary or desirable to enable the Employer to secure any
patent, trademark, copyright, or other property right therein in the United States and in any
foreign country, and any division, renewal, continuation, or continuation in part thereof, or for
any reissue of any patent issued thereon. In the event the Employer is unable, after reasonable
effort, and in any event after ten business days, to secure the Executive’s signature on a written
assignment to the Employer of any application for letters patent or to any common-law or statutory
copyright or other property right therein, whether because of the Executive’s physical or mental
incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints
the General Counsel or Corporate Secretary of the Employer as the Executive’s attorney-in-fact to
act on the Executive’s behalf to execute and file any such application and to do all other lawfully
permitted acts to further the prosecution and issuance of such letters patent, copyright or
trademark.



     (e) The Executive acknowledges that, to the extent permitted by law, all work papers, reports,
documentation, drawings, photographs, negatives, tapes and masters therefor, prototypes and other
materials (hereinafter, “items”), including without limitation, any and all such items generated
and maintained on any form of electronic media, generated by the Executive during



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the Executive’s employment with the Employer shall be considered a “work made for hire” and
that ownership of any and all copyrights in any and all such items shall belong to the Employer.
The item will recognize the Employer as the copyright owner, will contain all proper copyright
notices, e.g., “(creation date) Molycorp, Inc., All Rights Reserved,” and will be in condition to
be registered or otherwise placed in compliance with registration or other statutory requirements
throughout the world.




     7. Non-Competition, Non-Solicitation.



     (a) For the purposes of this Agreement, “Competitive Conduct” shall be determined in good
faith by the Employer and shall include any of the following conduct whether direct or indirect, on
the Executive’s own behalf or on behalf of, or in conjunction with, any person, partnership,
corporation, company or other entity;




     (A) owning, managing, operating, controlling, being employed by, participating in,
engaging in, rendering any services for, assisting, having any financial interest in,
permitting the Executive’s name to be used in connection with, or being connected in any
manner with the ownership, management, operation, or control of any Competitor of the
Employer or its affiliates. For the purposes of this Agreement, a “Competitor” is any
person or entity that engages in the production of rare earth products, including, without
limitation, rare earth oxides, metals, alloys and magnets;




     (B) consulting with, acting as an agent for, or otherwise assisting any Competitor to
compete or prepare to compete with the Employer or its affiliates in any of the Employer’s
or its affiliate’s existing or prospective businesses or activities;




     (C) interfering with the relationship between the Employer and any current or former
employee or consultant of the Employer, including, without limitation, soliciting, inducing,
enticing, hiring, employing, or attempting to solicit, induce, entice, hire, or employ any
current or former employee or consultant of the Employer;




     (D) interfering or attempting to interfere with any transaction in which the Employer
or any of its affiliates is involved or which was pending during the term of the Executive’s
engagement with the Employer or at the date on which the Executive’s engagement with the
Employer ends, including following the acquisition of the Mountain Pass Mine;




     (E) soliciting any of the Employer’s customers or prospective customers; and/or




     (F) soliciting, inducing, or attempting to induce any current or prospective customer,
supplier or other business relation of the Employer or any of its affiliates to cease doing
business with the Employer (or any subsidiary, member, parent or other affiliate of the
Employer) or in any way interfering with the relationship between any such customer,
supplier or business relation of the Employer or its affiliates.



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     (b) The Executive shall not engage in Competitive Conduct for a period of two (2) years after
termination (whether voluntary or involuntary) of the Executive’s employment with the Employer.



     (c) The Executive shall not engage in Competitive Conduct anywhere in the world.



     (d) The Executive acknowledges and agrees that the restrictive covenants in this Agreement are
designed and intended to protect the Employer’s trade secrets. The Executive further agrees that
the Employer operates in a world-wide, and not a local or regional, market, and the restrictive
covenants in this Agreement are reasonable in duration and geographic scope and are reasonably
necessary to protect the Employer’s legitimate business interests.



     (e) The Executive may serve as a non-executive director of another business or company if, and
only if, the Executive concludes that such service will not interfere with his duties hereunder,
the Executive refers such proposed service to the Board for approval, the Board determines that
such service as a director is in the best interest of the Employer and the Board authorizes the
Executive’s service as a director for such business or company.



     (f) The Employer acknowledges and agrees that the restrictions set forth in this Section 7
shall not limit or prohibit the Executive from engaging in passive investment activities and
business-related, community service, charitable and social activities that do not interfere with
the Executive’s performance of his duties or his obligations hereunder.



     (g) For purposes of Section 6 of this Agreement and this Section 7, the Employer shall include
any and all direct and indirect subsidiary, parent, affiliated, or related companies of the
Employer for which the Executive worked or had responsibility at the time of termination of his
employment and at any time during the two (2) year period prior to such termination.



     (h) If it shall be judicially determined that the Executive has violated Section 7(b) of this
Agreement, then the period applicable to each obligation that the Executive shall have been
determined to have violated shall automatically be extended by a period of time equal in length to
the period during which such violation(s) occurred.



     8. Communication of Contents of Agreement. While employed by the Employer and for two
(2) years thereafter, the Executive will communicate the contents of Sections 6 and 7 of this
Agreement to any person, firm, association, partnership, corporation or other entity that the
Executive intends to be employed by, associated with, or represent.



     9. No Conflicts. The Executive represents and warrants that the Executive is not
presently subject to any agreement with a Competitor or potential Competitor of the Employer, or to
any other contract, oral or written, that could restrict or prevent the Executive from entering
into this Agreement or performing his duties in full accord with this Agreement.



     10. Executive Representations and Warranties. The Executive hereby represents and
warrants to the Employer that:



     (a) the execution, delivery and performance of this Agreement by the Executive does not and
will not conflict with, breach, violate or cause a default under any agreement, contract or



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instrument to which the Executive is a party, or any judgment, order or decree to which the
Executive is subject;




     (b) the Executive is not a party to or bound by any employment agreement, consulting
agreement, non-compete agreement, confidentiality agreement, non-disclosure agreement or similar
agreement with any other person or entity, except for a non-compete agreement between the Executive
and Seadrift Coke L.P., a Delaware limited partnership, which will not be breached or violated by
Executive’s entry into and performance of this Agreement and a copy of which has been provided by
the Executive to the Employer;



     (c) the Executive has read through the entirety of this Agreement, and prior to signing it,
the Executive has been advised by independent legal counsel; and



     (d) upon the execution and delivery of this Agreement by the Employer and the Executive, this
Agreement will be a valid and binding obligation of the Executive, enforceable in accordance with
its terms.



     11. Acknowledgments. The Executive acknowledges that the covenants contained in
Sections 6 and 7, including those related to duration, geographic scope, and the scope of
prohibited conduct, are reasonable and necessary to protect the legitimate interests of the
Employer. The Executive acknowledges that the Executive is an executive and management level
employee as referenced in, and governed by, C.R.S. 8-2-113(2)(d). The Executive further
acknowledges that the covenants contained in Sections 6 and 7 are necessary to protect, and
reasonably related to the protection of, the Employer’s trade secrets, to which the Executive will
be exposed and with which the Executive will be entrusted.



     12. Equitable Remedies. The services to be rendered by the Executive and the
Confidential Information entrusted to the Executive as a result of the Executive’s employment by
the Employer are of a unique and special character, and any breach of Sections 6 and 7 will cause
the Employer immediate and irreparable injury and damage, for which monetary relief would be
inadequate or difficult to quantify. The Employer will be entitled to, in addition to all other
remedies available to it, injunctive relief and specific performance to prevent a breach and to
secure the enforcement of Sections 6 and 7. Injunctive relief may be granted immediately upon the
commencement of any such action.



     13. Entire Agreement; Amendments. This Agreement constitutes the entire understanding
between the Parties with respect to the subject matter and supersedes, terminates, and replaces any
prior or contemporaneous understandings or agreements. This Agreement may be amended,
supplemented, waived, or terminated only by a written instrument duly executed by the Parties.



     14. Headings. The headings in this Agreement are for convenience of reference only
and shall not affect its interpretation.



     15. Severability. The covenants in this Agreement shall be construed as independent
of one another, and as obligations distinct from one another and any other contract between the
Executive and the Employer. If any provision of this Agreement is held illegal, invalid, or
unenforceable, such illegality, invalidity, or unenforceability shall not affect any other
provisions



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hereof. It is the intention of the Parties that in the event any provision is held illegal,
invalid or unenforceable, that such provision be limited so as to effect the intent of the Parties
to the fullest extent permitted by applicable law. Any claim by the Executive against the Employer
shall not constitute a defense to enforcement by the Employer of this Agreement.




     16. Survival. The provisions of Sections 6 and 7 are independent of, and survive
after the termination of, the other portions of this Agreement.



     17. Notices. All notices, demands, waivers, consents, approvals, or other
communications required hereunder shall be in writing and shall be deemed to have been given if
delivered personally, if sent by telegram, telex or facsimile with confirmation of receipt, if sent
by certified or registered mail, postage prepaid, return receipt requested, or if sent by same day
or overnight courier service to the following addresses:



     If to the Employer, to:


Molycorp, Inc.

5619 Denver Tech Center Parkway

Suite 1000

Greenwood Village, Colorado 80111

Tel: 303-843-8040

Fax: 303-843-8082




     If to the Executive, to:


John K. Bassett

c/o Molycorp, Inc.

5619 Denver Tech Center Parkway

Suite 1000

Greenwood Village, Colorado 80111

Tel: 303-843-8040

Fax: 303-843-8082




     With a copy to:



          The home address of the Executive that is on record with the Employer.



Notice of any change in any such address shall also be given in the manner set forth above.
Whenever the giving of notice is required, the giving of such notice may be waived by the Party
entitled to receive such notice.




     18. Waiver. The failure of any Party to insist upon strict performance of any of the
terms or conditions of this Agreement shall not constitute a waiver of any of such Party’s rights
hereunder.



     19. Assignment. Other than as provided below, neither Party may assign any rights or
delegate any of obligations hereunder without the prior written consent of the other Party, and
such purported assignment or delegation shall be void; provided that the Employer may assign



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the Agreement to any entity that purchases the stock or assets of the Employer or any
affiliate. This Agreement binds, inures to the benefit of, and is enforceable by the successors
and permitted assigns of the Parties and does not confer any rights on any other persons or
entities.




     20. Governing Law. This agreement shall be construed and enforced in accordance with
Colorado law, except for any Colorado conflict-of-law principle that might require the application
of the laws of another jurisdiction.



     21. Choice of Forum. Any dispute arising from or relating to this Agreement shall be
resolved in the District Court for the City and County of Denver or in the United States District
Court for the District of Colorado.



[Signature Page Follows]






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     IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates below:




	 	 	 	 	 	 	 

	EMPLOYER:	 	 	 	EXECUTIVE:
	 
	 	 	 	 	 	 
	MOLYCORP, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Mark A. Smith
	 	 	 	/s/ John K. Bassett
	 

	 	 
	 	 	 	 
	Name:

	 	Mark A. Smith
	 	 	 	Name: John K. Bassett
	Title:

	 	Chief Executive Officer
	 	 	 	Date: December 26, 2010
	Date:

	 	December 31, 2010	 	 	 	 






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Exhibit A



For purposes of this Agreement:




     1. “Change of Control” shall mean that any other person or group (within the meaning
of Rule 13d-1 under the Exchange Act) that, as of the date hereof, is not the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a
Controlling interest in the Employer, becomes such a “beneficial owner,” or obtains the right,
directly or indirectly, to elect a majority of the Board.



     2. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and in
effect from time to time, and any successor statute.



     3. “Control” shall mean (a) the ownership, directly or indirectly, of fifty percent
(50%) or more of the voting equity share capital of the Employer or (b) the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of the Employer, whether through the ownership of voting securities, by contract or otherwise.
“Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of
the foregoing, a person shall be deemed to Control the Employer if it owns, directly or indirectly,
a majority of the ownership or voting interests.