ex1027liventexecutivesev






                                                                                                        Livent Corporation                             Executive Severance Plan                         (Effective as of October 10, 2018)          1.  Purpose. The purpose of the Plan is to assure the Company that it will have  the continued dedication and the availability of objective advice and counsel from key  executives of the Company, notwithstanding the possibility, threat or occurrence of a bid  to take over control of the Company.          The Board believes it is imperative that, if the Company receives any proposals   from a third person concerning a possible business combination with the Company or the   acquisition of the Company’s assets or equity securities, both the Company and the Board   be able to rely upon key executives to continue in their positions and to be available for   advice, without concern that those individuals might be distracted by their own personal   financial situations and the risks to themselves created by the proposal.          If the Company receives any such proposal, key executives will be called upon to   assist in assessing the proposal, to advise management and the Board regarding whether   the proposal is in the best interest of the Company and its stockholders, and to take such   other actions as the Board might deem appropriate.          2.  Eligible Executives. The following individuals will be Participants:                (a)   the Chief Executive Officer and the Chief Financial Officer of the         Company;                (b)  the Chief Operating Officer, the General Counsel and the Chief        Human Resources Officer of the Company;                (c)  the Vice President, External Affairs & Communications, the Vice        President, Investor Relations & Strategy, the Director, Global Operations and the        Corporate Controller of the Company; and                (d)  other key executives of the Company and its Affiliates who are        from time to time named as Participants by the Committee in its sole discretion.          A Participant will cease to be a Participant if and when the Committee determines     he or she should no longer be a Participant. The Committee will not determine that a    Participant has ceased to be a Participant during any period that the Company knows a   Person has taken steps reasonably calculated to effect a Change in Control, and before the   Board has determined that that Person has abandoned or terminated its efforts to effect a   Change in Control. The decision of the Board that a Person has abandoned or terminated   its efforts to effect a Change in Control will be conclusive and binding on all Participants.          3.  Terms of the Plan. The terms of the Plan are as set forth in the forms of   Agreement attached to this Plan, with Form I applicable to Tier I Participants, Form II                                           #91129844v5  





 






applicable to Tier II Participants and Form III applicable to Tier III Participants. The  Company will enter into Agreements with each Participant containing the terms set forth  in the applicable form. Once an individual becomes a Participant, for periods prior to the  date the Company and the Participant execute an Agreement, the Participant will be  entitled to participate in the Plan on the terms and conditions set forth in the form of  Agreement applicable to the Participant.         4.  Certain Definitions.  Capitalized terms used in this Plan will have the  meanings set forth below.               (a)   “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.               (b)   “Agreement” means the executive severance agreements, in the        forms attached to the Plan as Exhibit A hereto, that the Company enters into with        Participants to memorialize the terms of their entitlement to executive severance        benefits.               (c)   “Board” means the Board of Directors of the Company, as it is       constituted from time to time.               (d)  “Change in Control” means the happening of any of the following       events:                        (i)  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 (A) the then outstanding shares              of common stock of the Company (the “Outstanding Company              Common Stock”) or (B) 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: (1) 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, (2) any acquisition by the              Company, (3) any acquisition by any employee benefit plan (or related              trust) sponsored or maintained by the Company or any entity controlled              by the Company, or (4) any acquisition pursuant to a transaction which              complies with Subsections (A), (B) and (C) of Subsection (3) of this              Section 4(d);                      (ii)  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                                      2  #91129844v5  





 






            for any reason to constitute at least a majority of the Board; provided,              however, for purposes of this Section 4(d), 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;                      (iii) 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 (A) 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, (B) 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 (C) 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                                       3  #91129844v5  





 






                   (iv)  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.               (e)  “Committee” means the Compensation and Organization       Committee of the Board, or any other committee of the Board that has, on the date       of determination, the duties and responsibilities delegated to the Compensation       and Organization Committee as of the Effective Date.                (f)  “Company” means Livent Corporation, a Delaware Corporation,       or any successor thereto.               (g)  “Effective Date” means the date on which the registration       statement covering the initial public offering of common stock of the Company,       par value $0.001 per share, is declared effective by the Securities and Exchange       Commission, subject to prior approval by the Board.               (h)  “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.                 (i) “Exchange Act” means the Securities Exchange Act of 1934, as       amended, or any successor thereto.                (j) “Participant” means one of the Tier I Participants, Tier II       Participants or Tier III Participants.               (k)  “Person” has the meaning ascribed to such term in Section 3(a)(9)       of the Exchange Act and used in Sections B(d) and 14(d) thereof, including a       “group” as provided in Section B(d) thereof.                (l) “Plan” means the Livent Corporation Executive Severance Plan,       as set forth herein and as hereinafter amended from time to time.               (m)  “Tier I Participants” means the Chief Executive Officer and the       Chief Financial Officer of the Company, and any other employees of the       Company or an Affiliate designated by the Committee as Tier I Participants.               (n)  “Tier II Participants” means the Chief Operating Officer, the       General Counsel and the Chief Human Resources Officer of the Company, and       any other employees of the Company or an Affiliate designated by the Committee       as Tier II Participants.               (o)  “Tier III Participants” means the Vice President, External Affairs       & Communications, the Vice President, Investor Relations & Strategy, the                                      4  #91129844v5  





 






      Director, Global Operations and the Corporate Controller of the Company, and        any other employees of the Company or an Affiliate designated by the Committee        as Tier III Participants.         5.  Termination and Amendment of the Plan. The Board or the Committee will  have the power at any time, in its discretion, to amend, abandon or terminate the Plan, in  whole or in part. Notwithstanding the foregoing, no amendment, abandonment or  termination may modify, waive or discharge any provisions of the Agreements, unless  each affected Participant agrees in writing, signed by the Participant and an authorized  member of the Board or the Committee (or by either or both parties’ legal representatives  or successors), to the modification, waiver or discharge.         6.  Governing Law. The validity, interpretation, construction and enforcement  of this Plan will be governed by the laws of the State of Delaware, without giving effect  to that state’s conflicts of laws principles. Notwithstanding the foregoing, to the extent  state laws are preempted by the laws of the United States, the laws of the United States  will control the validity, interpretation, construction and enforcement of this Plan.         7.  Administration by the Committee. The Committee is the administrator of the  Plan, and has all powers necessary to carry out the Plan’s provisions. Among other  things, the Committee has the authority, subject to the terms of the Plan and the  Agreements, to adopt, alter and replace administrative rules, guidelines and practices  governing the Plan, to interpret the terms and provisions of the Plan and any Agreements  and to take any action it deems appropriate for the administration of the Plan. The  Committee may act only by a majority of its members then in office unless it allocates or  delegates its authority to a Committee member or other person to act on its behalf. The  Committee may allocate all or any portion of its responsibilities and powers to anyone or  more of its members and may delegate all or any part of its responsibilities and powers to  any other person or persons. Any such allocation or delegation may be revoked by the  Committee at any time. The regularly kept records of the Company and its Affiliates will  be final, conclusive and binding on all persons regarding a Participant’s date and length  of service, amount of compensation and the manner of its payment, type and length of  absences from work and all other matters contained in those records. Any authority  granted to the Committee may also be exercised by the Board. To the extent that any  permitted action taken by the Board conflicts with action taken by the Committee, the  Board action will control.         8.  Incapacity. If any person entitled to a distribution under the Plan is deemed  by the Company or the Committee or their delegates to be incapable of personally  receiving and giving a valid receipt for the distribution, then, unless and until a duly  appointed guardian or other representative of the person claims the distribution, the  Company or its delegate may pay the distribution or any part of it to any other person or  institution then contributing toward or providing for the care and maintenance of the  person entitled to the distribution. Any payment pursuant to the preceding payment will  be a payment for the account of the person entitled to it, and a complete discharge of the  Company, the Board, the Committee, their delegates and the Plan from any liability for  the payment.                                      5  #91129844v5  





 






      9.  Indemnification. The Company and each Affiliate will indemnify and hold  harmless each member of the Board and the Committee, or any employee of the  Company or any Affiliate (to the extent not indemnified or saved harmless under any  liability insurance or any other indemnification arrangement) from any and all claims,  losses, liabilities, costs and expenses (including attorneys’ fees) arising out of any actual  or alleged act or failure to act made in good faith pursuant to the provisions of the Plan,  including expenses reasonably incurred in the defense of any claim regarding the  administration of the Plan. Notwithstanding the foregoing, no indemnification or defense  will be provided under this Plan to any person, regarding any conduct that has been  judicially determined, or agreed by the parties, either to have constituted willful  misconduct by that person, or to have resulted in his or her receipt of personal profit or  advantage to which he or she was not entitled.        10.  Limitations on Liability. Notwithstanding any of the preceding provisions of  this Plan, neither the Company, the Board, the Committee nor any individual acting as an  employee or agent of the Company will be liable to any Participant, former Participant or  other person for any claim, loss, liability or expense incurred in connection with the Plan,  other than claims for benefits payable under any Agreement.        11.  Unclaimed Benefit. If all or any portion of a distribution payable to a  Participant cannot be timely paid because the Committee is unable to locate the  Participant, after sending a registered letter, return receipt requested, to the last known  address of the Participant, then the amount payable to the Participant will be forfeited,  and will be retained by the Company as part of its general assets.                                       6  #91129844v5  





 






                                                                                 IN WITNESS WHEREOF, the Company has caused this Plan to be executed in  its name and behalf on this October 10, 2018.                                       LIVENT CORPORATION                                       By:      /s/ Kathleen Weslock____________                                          Name: Kathleen Weslock                                          Title: Chief Human Resources Officer                                          #91129844v5  





 






                                    Exhibit A                               Form of Agreement                                                       FORM OF EXECUTIVE SEVERANCE AGREEMENT          This EXECUTIVE SEVERANCE AGREEMENT is made and entered into as of   [DATE] (the “Effective Date”), by and between Livent Corporation, a Delaware   corporation (hereinafter referred to as the “Company”) and [NAME] (hereinafter  referred to as the “Executive”) (this “Agreement”).         WHEREAS, the Executive presently serves the Company in a position of  authority and responsibility; and         WHEREAS, the Executive and the Company desire to enter into this Agreement  on the terms and 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:          1.    Establishment, Term, and Purpose         This Agreement is effective from the Effective Date and will continue in effect  until [DATE]. 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.          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.                                            #91129844v5                                                               





 






               (a)   “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.               (b)   “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.               (c)   “Beneficiary” means the persons or entities designated or deemed        designated by the Executive pursuant to Section 10.02 herein.               (d)  “Board” means the Board of Directors of the Company.               (e)  “Cause” means:                       (i)  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;                      (ii)  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                      (iii) 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.               (f)  “Change in Control” means the happening of any of the following       events:                       (i)  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 (A) the then outstanding shares              of common stock of the Company (the “Outstanding Company              Common Stock”) or (B) 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: (1) any acquisition              directly from the Company, other than an acquisition by virtue of the                                      9  #91129844v5                                                               





 






               exercise of a conversion privilege unless the security being so converted              was itself acquired directly from the Company, (2) any acquisition by the              Company, (3) any acquisition by any employee benefit plan (or related              trust) sponsored or maintained by the Company or any entity controlled              by the Company, or (4) any acquisition pursuant to a transaction which              complies with Subsections (i), (ii) and (iii) of Subsection (c) of this              Section 2.06;                      (ii)  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;                      (iii) 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 (A) 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, (B) no              Person (other than the Company, any employee benefit plan (or related              trust) of the Company or such corporation resulting from such Corporate                                      10  #91129844v5                                                               





 






               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 (C) 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                      (iv)  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.               (g)   “Code” means the Internal Revenue Code of 1986, as amended        from time to time, and any successor thereto.               (h)   “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.                (i)  “Company” means Livent Corporation, a Delaware corporation,        or any successor thereto as provided in Article 9 herein.                (j)  “Date of Separation from Service” means the date on which a        Qualifying Termination occurs.               (k)   “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.                (l)  “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.                (m)  “Exchange Act” means the Securities Exchange Act of 1934, as       amended from time to time, and any successor thereto.               (n)  “Good Reason” means, without the Executive’s express written       consent, the occurrence of any one or more of the following:                       (i)  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                                      11  #91129844v5                                                               





 






               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 (A) immediately              preceding the Company’s entry into any definitive agreement to conduct              the Change in Control, or (B) immediately preceding the Change in              Control;                      (ii)  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;                      (iii) A reduction by the Company in the Executive’s Base              Salary;                      (iv)  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: (A) immediately preceding the Company’s              entry into any definitive agreement to conduct the Change in Control, or              (B) immediately preceding the Change in Control;                      (v)   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.               (o)   “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.               (p)   “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).                                      12  #91129844v5                                                               





 






                 (q)   “Qualifying Termination” means any of the events described in        Section 3.02 herein, the occurrence of which triggers the payment of Severance        Benefits hereunder.                (r)  “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).                (s)  “Severance Benefits” means the payment of severance        compensation as provided in Section 3.03 herein.                 (t) “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.          3.    Severance Benefits                (a)  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.                (b)  Qualifying Termination.  A Qualifying Termination shall occur if:                                        13   #91129844v5                                                               





 






                       (i)  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                      (ii)  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.               (c)  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:                       (i)  An amount equal to [1,2 or 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.                      (ii)  An amount equal to [1,2 or 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.                      (iii) 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.                      (iv)  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.                      (v)   A continuation of the Company’s welfare benefits of life              and accidental death and dismemberment, and disability insurance              coverage for [1, 2 or 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 as of the date of the Change in              Control. The continuation of these welfare benefits will be discontinued              prior to the end of the [1, 2 or 3] year period if the Executive has              available substantially similar benefits at a comparable cost from a              subsequent employer, as determined by the Committee.                      (vi)  For a period of [1, 2 or 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                                      14  #91129844v5                                                               





 






               the same premium cost, and at the same coverage level, as in effect as of              the date of the Change in Control. The continuation of this medical              insurance will be discontinued prior to the end of the[1, 2 or 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).         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.         [In addition, for purposes of benefit calculation only under the Company’s  nonqualified retirement plans with respect to benefits that have not been paid prior to  such Change in Control, it will be assumed that the Executive’s employment continued  following the Date of Separation from Service for [1, 2 or 3] full years (i.e., [1, 2 or 3]  additional years of age and service credits will be added); provided, however, that for  purposes of determining “final average pay” under such programs, the Executive’s actual  pay history as of the Date of Separation from Service will be used.]1               (d)  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.               (e)   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.                (f)  Termination for Cause, or Other Than for Good Reason.        Following a Change in Control of the Company, if the Executive’s employment is                                                          1 Include as applicable.                                        15  #91129844v5                                                               





 






           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.                (g)   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.          4.     Form and Timing of Severance Benefits                (a)   Form and Timing. Subject to Section 4.02:                        (i)  the amounts payable under Sections 3.03(a), (b) and (c)               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);                       (ii)  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                       (iii) the benefits due under Sections 3.03(e) and 3.03(f) 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).                (b)  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.          5.    Taxes and Tax Compliance                (a)  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).                                       16   #91129844v5                                                               





 






               (b)   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. § 1.409A­1(b)) will be provided subject to the       requirements of Treas. Reg. §§ 1.409A­3(i)(1)(iv)(A)(3), (4) and (5).               (c)  Parachute Payments.                        (i)  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).                       (ii)   The reduction of the Parachute Payments contemplated in              Section 5.03(a) above shall be implemented by determining the Parachute                                      17  #91129844v5                                                               





 






               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.         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(e) and (f) 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.         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                                      18  #91129844v5                                                               





 






   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.         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.         9.    Successors and Assignment               (a)   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.               (b)   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.        10.    Miscellaneous               (a)   Employment Status.  Except as may be provided under any other        agreement between the Executive and the Company, the employment of the                                       19  #91129844v5                                                               





 






         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.               (b)   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.               (c)  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.               (d)  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.               (e)  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.               (f)  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.                                    [Signature Page Follows]                                               20  #91129844v5                                                               





 






         IN WITNESS WHEREOF, the parties have executed this Agreement on this  [DATE].                     LIVENT CORPORATION                     EXECUTIVE   By:                                           Name:                                    Title:                                                                                                                       #91129844v5