exv10w2






Exhibit 10.2








October 7, 2011




	 	 	 

	Ms. Karyn F. Ovelmen

	 	Via Email: karynovelmen@gmail.com
	119 Vía Palacio
	 	 
	Palm Beach Gardens, Florida 33418
	 	 





Dear Karyn:




     I am pleased to confirm our offer of employment with Lyondell Chemical Company (“Company”) as
the Executive Vice President and Chief Financial Officer and Executive Vice President and Chief
Financial Officer of LyondellBasell Industries N.V. (“Parent Company”) and its subsidiaries (the
“LBI Group”).



     1. Effective Date. Your employment by the Company shall commence on October 17, 2011
(“Effective Date”).



     2. Position, Duties and Location. In your capacity as Executive Vice President and Chief
Financial Officer of the LBI Group, you shall have the duties and responsibilities customarily
assigned to such positions (including responsibility for the oversight and management of the
financial affairs of the LBI Group and such other customary duties as may reasonably be assigned to
you by the Chief Executive Officer of the LBI Group (the “Chief Executive Officer”), consistent
with such positions. You shall report directly to the Chief Executive Officer, and will be a
member of the most senior management team of the LBI Group. Your principal place of employment
shall be located in Houston, Texas; provided that you shall travel and shall render services at
other locations, both as may reasonably be required by your duties.




	     3. Compensation.






	 	a.	 	Base Salary. While employed by the Company, you shall
receive a base salary (the “Base Salary”) at an annual rate of not less than
$700,000. Base Salary shall be paid at such times and in such manner as the
Company customarily pays the base salaries of its employees. In the event that
your Base Salary is increased by the Supervisory Board of the Parent Company
(or a duly authorized committee thereof) (“Board”) in its discretion, such
increased amount shall thereafter constitute your Base Salary.





	 	 	 

	Lyondell Chemical Company

	 	Tel +1 713 309 4970
	One Houston Center, Suite 700

	 	Fax +1 713 309 2120
	1221 McKinney Street

	 	lyondellbasell.com
	Houston, TX 77010
	 	 
	P.O. Box 3646 (77253-3646)
	 	 
	USA
	 	 











 









 











Ms. Karyn F. Ovelmen

October 7, 2011

Page 2





	 	b.	 	Annual Bonus. You shall be paid an annual cash bonus
calculated in accordance with the Company’s short-term incentive plan as in
effect from time to time (the “Annual Bonus”) based on the attainment of
performance targets established by the Board. For each calendar year beginning
on and after January 1, 2012, the Annual Bonus shall be targeted at not less
than 75% of Base Salary (as in effect at the beginning of each such year). The
actual amount of the Annual Bonus (if any) for any year shall depend on the
level of achievement of the applicable performance criteria established with
respect to such bonus by the Board in its discretion. Notwithstanding the
foregoing, provided you remain with the Company through December 31, 2011, you
shall receive an Annual Bonus for 2011 in an amount equal to the greater of (i)
$229,150 or (ii) 200% of Base Salary earned from the Effective Date to such
year end. The Annual Bonus shall be payable at such time as bonuses are paid
to other senior executive officers of the Company and the payment terms shall
comply with or be exempt from the requirements of Section 409A of the Internal
Revenue Code (“Section 409A).
	 
	 	c.	 	Incentive Awards. With respect to each calendar year
of employment with the Company, you shall be eligible to receive a long-term
incentive award in the form of an equity award with respect to the Parent
Company’s common stock (the “Common Stock”), which award may consist of
restricted stock, restricted stock units, stock options, stock appreciation
rights or other types of equity-based awards consistent with the Company’s
long-term incentive program as in effect from time to time (the “LTI Plan), or
any combination thereof, as determined by the Board in its discretion,
consistent with the Company’s LTI Plan (the “LTI Award”) and/or a mid-term
incentive award (“MTI Award”) consistent with the Company’s mid-term incentive
program as in effect from time to time (the “MTI Plan”) with a targeted total
collective value of not less than 245% of the aggregate amount of Base Salary
earned by you during such calendar year, as determined by the Board in its
discretion. For the period commencing on the Effective Date and ending
December 31, 2011, you shall receive an MTI Award with a targeted value of
$245,000 and an LTI Award comprising (i) restricted stock units valued at
$245,000 and (ii) stock options valued $510,000. The terms and conditions of
the LTI Awards (including, without limitation, the form of awards, the purchase
price (if any), vesting conditions, exercise rights, payment terms, termination
provisions, transfer restrictions and repurchase rights) shall be determined in
a manner consistent with the LTI Plan. The terms of an MTI Award shall be
determined consistent with the Company’s MTI Plan. The payment terms under the
MTI Plan and LTI Plan shall comply with or be exempt from the requirements of
Section 409A.




 









 











Ms. Karyn F. Ovelmen

October 7, 2011

Page 3





	 	d.	 	Employee Benefits. While employed by the Company, the
Company shall provide, and you shall be entitled to participate in or receive
benefits under any pension plan, profit sharing plan, stock option plan, stock
purchase plan or arrangement, health, disability and accident plan or any other
employee benefit plan or arrangement made available now or in the future to
senior executives of the Company; provided that you comply with the conditions
attendant with coverage under such plans or arrangements. You shall be
entitled to no less than four (4) weeks of paid vacation per calendar year
(pro-rated for the portion of the 2011 calendar year you are employed by the
Company).
	 
	 	e.	 	Business Expenses. While employed by the Company, the
Company shall promptly pay or reimburse you for all reasonable expenses that
you incur during your employment with the Company in carrying out your duties,
including, without limitation, those incurred in connection with business
related travel or entertainment, upon presentation of expense statements and
customary supporting documentation.
	 
	 	f.	 	Moving Expenses. The Company shall reimburse
relocation expenses incurred by you in accordance with the Company’s U.S.
Relocation — Renter Plan (“Relocation Policy”).





     4. Termination of Employment. You shall be an at-will employee of the Company, which means
either the Company or you may terminate your employment with the Company at any time for any
reason, with or without cause or notice. The Company agrees to adopt an executive severance pay
plan or program to provide, to the extent consistent with Section 409A and subject to your
execution of a general release of claims in favor of the Company and the LBI Group and any
affiliate and their respective current and former officers and directors in form and substance and
at the time acceptable to the Company, a lump sum cash payment, subsidized coverage under the
Company’s medical and life insurance plans for 18 months following the date of termination, and
outplacement assistance, as provided for in the executive severance pay plan or program .



     5. Removal and Return of Company Property. At the time of your termination of employment, you
will return to the Company’s designated representatives all written materials, records, data, and
other documents prepared or possessed by you during your employment with the Company, including all
Confidential Information and any and all documents and materials that contain, refer to, or relate
in any way to any Confidential Information, as well as any other property of the Company in your
possession or control, including all electronic and telephonic equipment, credit cards, security
badges, and passwords.



 









 





Ms. Karyn F. Ovelmen

October 7, 2011

Page 4




     6. Confidential Information. You acknowledge that during the course of your employment with
the Company, the Company will give you access to trade secrets, confidential information and
proprietary materials (the “Confidential Information”). You also acknowledge that the Company
regularly creates new Confidential Information in the course of its regular business activities.
Unless otherwise specifically authorized in writing by the Company, you agree: (i) to hold
Confidential Information in the strictest confidence; (ii) not to, directly or indirectly,
disclose, divulge or reveal any Confidential Information to any person or entity other than as
authorized by the Company; (iii) to use such Confidential Information only within the scope of your
employment with the Company for the benefit of the Company; and (iv) to take such protective
measures as may be reasonably necessary to preserve the secrecy and interest of the Company in the
Confidential Information. You agree to immediately notify the Company of any unauthorized
disclosure or use of any Confidential Information of which you become aware. The obligations in
this paragraph do not replace any other obligations under a confidentiality agreement you have
signed or will sign in the course of employment with the Company, which will remain in full force
and effect.



     7. Noninterference. During your employment with the Company (other than in carrying out your
duties) and for a period of one year after any termination of employment, you will not, directly or
indirectly i) solicit for hire or attempt to solicit for hire any employees of the Company, or ii)
solicit the business of or attempt to do any business with any customers of the Company.


Congratulations and welcome to LyondellBasell. Please acknowledge your receipt and acceptance of
this employment relationship by reading, signing and returning this letter.




	 	 	 	 	 
	 	Sincerely,



LYONDELL CHEMICAL COMPANY

 	 
	 	By:  	/s/ Paul G. Davies
 	 
	 	 	Paul G. Davies 	 
	 	 	Vice President and Chief Human Resources Officer 	 
	 



	 	 	 

	ACKNOWLEDGED AND ACCEPTED:
	 	 
	 
	 	 
	/s/ Karyn F. Ovelmen
 

Karyn F. Ovelmen

	 	 
	 
	 	 
	October 10, 2011
 

Date