Exhibit 10.1


 


SEPARATION
AND RELEASE AGREEMENT


 


(Under the Huntsman
Executive Severance Plan)


 


(NOTE:  YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY 

PRIOR TO EXECUTING THIS AGREEMENT)


 


This Separation and Release
Agreement (this “Agreement”), is made and entered into by and between
Huntsman Corporation (the “Company”), and Samuel D. Scruggs (“Employee”).  The Company has adopted and is an Employer as
defined in the Huntsman Executive Severance Plan (as the same may be amended,
the “Severance Plan”).  The Severance
Plan offers certain severance benefits to eligible employees of the Company
whose employment is terminated under the circumstances set forth in the
Severance Plan.  The Company has
determined that the pending termination of Employee’s employment with the
Company meets the requirements of the Severance Plan and, therefore, Employee
is eligible to receive certain severance benefits under the Severance Plan,
subject to the satisfaction by Employee of all of the terms and conditions
identified in this Agreement and in the Severance Plan.  For additional information about such
severance benefits and the Severance Plan, Employee should refer to the copy of
the Severance Plan accompanying this Agreement.


 


1.                                       Separation/Termination of Employment.  The employment relationship between the
Company and Employee will be terminated on December 31, 2009 (the “Separation
Date”).  After the Separation Date,
Employee will no longer be employed by the Company and will have no authority
to make, will be deemed not to have made, and will not make or enter into any
representations, offers, promises, commitments, obligations, agreements,
adjustments, or contracts on behalf of the Company, its related companies, or
its affiliates.


 


2.                                       Separation Payment.  On or before the Separation Date and
following the execution of this Agreement by the Company and Employee the
Company will pay to Employee in a single lump sum payment the gross amount of
$884,000, less applicable tax and any other appropriate withholdings (the “Separation
Payment”).  Employee acknowledges and
agrees that Employee would not be entitled to the Separation Payment except for
Employee’s execution of this Agreement. 
Employee acknowledges and agrees that the Company will withhold any
taxes required by federal, state or local law due to the payment or vesting of
the benefits described under paragraphs 2 and 3 of this Agreement.


 


3.                                       Separation Benefits in Addition to the Separation Payment.


 


A.                                   COBRA Coverage Payment.  If Employee is eligible for continuation
insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”), and timely elects COBRA continuation coverage under the
applicable group health plan of the Company, the Company shall pay Employee a
lump sum amount of $18,501 less applicable
withholding taxes.


 


B.                                     Outplacement Benefits.  The Company will provide Employee with
executive outplacement counseling services that are reasonable for Employee’s
position, as determined by the Company, for a period of 12 months from and
after the Separation Date.


 

















 


C.                                     Qualified Plan Benefits.  Any payment due to the Employee under the
qualified plans maintained by the Company, including, but not limited to, the
Huntsman Defined Benefit Pension Plan, Huntsman Money Purchase Pension Plan and
Huntsman Salary Deferral Plan, will be paid according to the terms and
conditions of the applicable plan.


 


D.                                    Nonqualified Plan Benefits.  Any payment due to the Employee
under the nonqualified plans maintained by the Company, including, but not
limited to, the Huntsman Supplemental Money Purchase Pension Plan, Huntsman
Supplemental Salary Deferral Plan and Huntsman Supplemental Executive
Retirement Plan, will be paid according to the terms and conditions of the
applicable plan.


 


E.                                      Equity Benefits.  All restricted stock awards and option awards
previously granted to Employee under a stock incentive compensation plan
maintained by the Company to the extent not vested as of the date on which this
Agreement is executed by the Company and Employee (the “Execution Date”) shall
vest in full on the Execution Date, and any option awards outstanding as of the
Execution Date will be exercisable in accordance with the terms of the
applicable award until the earlier of the original expiration date of the
applicable option agreement or December 31, 2014.  The following reflects the restricted stock
awards and option awards granted to Employee that are unvested (in part or
whole), exercisable, if applicable, and outstanding as of the Execution Date:


 


Restricted Stock


 


	
  Grant Date

  	
   

  	
  Restricted
  Stock Granted

  	
   

  	
  Vested prior
  to the

  Execution Date

  	
   

  	
  Vested as of
  the

  Execution Date

  	
   

  
	
  February 20,
  2007

  	
   

  	
  26,637

  	
   

  	
  17,758

  	
   

  	
  26,637

  	
   

  
	
  February 26,
  2008

  	
   

  	
  32,209

  	
   

  	
  10,737

  	
   

  	
  32,209

  	
   

  
	
  March 2,
  2009

  	
   

  	
  162,162

  	
   

  	
  0

  	
   

  	
  162,162

  	
   

  



 


Nonqualified Stock Options


 


	
  Grant Date

  	
   

  	
  Options
  Granted

  	
   

  	
  Exercise
  Price

  	
   

  	
  Vested prior
  to the

  Execution Date

  	
   

  	
  Vested as of
  the

  Execution Date

  	
   

  
	
  February 10,
  2005

  	
   

  	
  157,483

  	
   

  	
  $

  	
  23.00

  	
   

  	
  157,483

  	
   

  	
  157,483

  	
   

  
	
  March 1,
  2006

  	
   

  	
  93,655

  	
   

  	
  $

  	
  20.50

  	
   

  	
  93,655

  	
   

  	
  93,655

  	
   

  
	
  February 20,
  2007

  	
   

  	
  110,663

  	
   

  	
  $

  	
  20.66

  	
   

  	
  73,775

  	
   

  	
  110,663

  	
   

  
	
  March 2,
  2009

  	
   

  	
  367,347

  	
   

  	
  $

  	
  2.59

  	
   

  	
  0

  	
   

  	
  367,347

  	
   

  



 


On or following the Execution Date and prior to the Separation
Date, the Company will credit to Employee’s standard brokerage account, to the
extent not vested, the full amount of the shares in the column, entitled “Vested
as of the Execution Date,” in the table above, and such shares shall thereafter
be freely transferable by Employee, except for any restrictions on transfer
under any applicable securities laws. 
Additionally, on or promptly


 

















 


following
the Separation Date, the Company shall pay to the Employee a lump sum amount of $92,697.20, less applicable withholding
tax, which amount represents the amount of any dividends and/or other
distributions made with respect to the above shares of restricted stock that
were not vested prior to the Execution Date and that have been held by the
Company in a bookkeeping account for the Employee pursuant to the terms and
conditions of Employee’s restricted stock awards.


 


F.                                      No Other Benefits.  Except as expressly set forth in this
Agreement, the Severance Plan or the plan documents underlying the Severance
Plan, or as provided by applicable law, participation by Employee and all
crediting of service or compensation under and in all fringe or other separation,
pension, retirement, or insurance plans, policies, practices, or agreements
that the Company has made or from time to time makes available to its employees
or is on the Separation Date is making available to its employees will cease
and end on the Separation Date.


 


4.                                       Covenants.


 


A.                                   Confidentiality of Agreement.  Employee agrees to keep the terms
and conditions of this Agreement and any communications or negotiations
regarding this Agreement confidential. 
Employee agrees not to discuss this Agreement, its terms and conditions,
or any matter relating to it with anyone except Employee’s attorney, financial
advisor, or immediate family members, provided however, that each of those
individuals also agrees to keep such matters confidential.


 


B.                                     No Disparaging Statements.  Employee agrees to refrain from
knowingly making any disparaging comments about the Company, any affiliates, or
any current or former officer, director or employee of the Company or any
affiliate; provided, however,
that nothing in the Agreement shall apply to or restrict in any way the
communication of information by Employee to any state or federal law
enforcement agency or require notice to the Company thereof, and Employee will
not be in breach of the covenant contained above solely by reason of his
testimony which is compelled by process of law. 
The Company and its affiliates, officers, directors, and authorized
representatives and agents agree to refrain from knowingly making any
disparaging comments about Employee;
provided, however, that nothing in the Agreement shall apply to or
restrict in any way the communication of information by the Company and its
affiliates, officers, directors, and authorized representatives and agents to
any state or federal law enforcement agency or require notice to Employee
thereof, and the Company and its affiliates, officers, directors, and
authorized representatives and agents will not be in breach of the covenant
contained above solely by reason of testimony which is compelled by process of
law.


 


5.                                       Representation About Claims.  Employee represents and warrants
that as of the date on which Employee signed this Agreement, Employee has not
filed any claims, complaints, charges, or lawsuits against any of the Company,
its employees, agents, directors, officers, or any affiliates of the Company,
with any governmental agency or with any state or federal court for or with
respect to a matter, claim, or incident, which occurred or arose out of one or
more 


 

















 


occurrences
that took place on or prior to the date on which Employee has signed this
Agreement.


 


6.                                       Release of Liability for Claims.  Subject to the exclusions set
forth in this paragraph 6 or paragraph 7, Employee, with the intention of
binding Employee, Employee’s heirs, executors, administrators, assigns, and
anyone claiming by, through, under, or for Employee, and to the fullest extent
permitted under applicable law, releases and forever discharges the Company and
all of its parents, related companies, affiliates, and joint ventures; all
predecessors of and successors to any and all such entities; and all of their
respective administrators, agents, officers, directors, partners, employees
(including leased, temporary, and regular employees), joint ventures,
shareholders, representatives, assigns, and attorneys of and from any and all
manner of liability for claims, damages, actions, cause or causes of action,
suits, debts, agreements, promises, charges, and demands, whatsoever, in law or
in equity, that Employee now has, both known and unknown, suspected or
unsuspected, arising out of Employee’s employment with the Company or the
termination of Employee’s employment with the Company which includes, but is
not limited to, the release of liability for any claims under the Employee
Retirement Income Security Act of 1974 (“ERISA”), Title VII of the Civil
Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 USCA §§ 1981-88),
the Civil Rights Act of 1991, the Americans With Disabilities Act, the Family
and Medical Leave Act of 1993, the Equal Pay Act of 1963, Executive Order
11246, the Rehabilitation Act of 1973, the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Worker Adjustment and Retraining
Notification Act (also known as the WARN Act), the Contract Work Hours and
Safety Standards Act, the Walsh-Healy Act, the Age Discrimination in Employment
Act (also known as the ADEA), the Older Workers’ Benefit Protection Act, the
Fair Labor Standards Act, the Occupational Safety and Health Act; the
Sarbanes-Oxley Act of 2002, any claims in connection with workers’ compensation
or “whistle blower” statutes, and all comparable state and municipal laws or
ordinances, all as amended, any regulations under such authorities, and any
other applicable statutory, contract, tort, public policy, or common law
theories, or any other local, state, or federal laws, statutes, ordinances,
rulings, or rules or regulations. Notwithstanding this release of
liability, nothing in this Agreement prevents Employee from filing any
non-legally waivable claim (including a challenge to the validity of this
Agreement) with the Equal Employment Opportunity Commission (“EEOC”),
National Labor Relations Board (“NLRB”) or comparable state or local
agency or participating in any investigation or proceeding conducted by the EEOC,
NLRB or comparable state or local agency; however, Employee understands and
agrees that Employee is waiving any and all rights to recover any monetary or
personal relief or recovery as a result of such EEOC, NLRB or comparable state
or local agency proceeding or subsequent legal actions.


 


The
Company, with the intention of binding itself, all of its parents, related
companies, affiliates, and joint ventures; all predecessors of and successors
to any and all such entities; and all of their respective administrators,
agents, officers, directors, partners, employees (including leased, temporary,
and regular employees), joint ventures, shareholders, representatives, assigns,
and attorneys, and anyone else claiming by, through, under, or for the Company,
and to the fullest extent permitted under applicable law, releases and forever
discharges Employee from any and all manner of liability for claims, damages,
actions, cause or causes of action, suits, debts, agreements, promises,
charges, and demands, whatsoever, in law or in equity, that the Company now
has, both known and unknown, suspected or unsuspected, arising out of 


 

















 


Employee’s employment with
the Company or the termination of Employee’s employment with the Company which
includes, any action arising out of contract, tort, public policy, or common
law theories, or any other local, state, or federal laws, statutes, ordinances,
rulings, or rules or regulations.


 


Employee and the Company understand and agree that the
release set forth in this Agreement does not in any way affect the rights of
the Company or Employee to take whatever steps may be necessary to enforce the
terms of this Agreement or to obtain appropriate relief in the event of any
breach of any of the terms of this Agreement by the Employee or the Company.


 


7.                                       Scope of Release.  The release set forth in paragraph 6 (“Release
of Liability for Claims”) shall not affect (A) any vested rights that
Employee may have on the Separation Date under any plans maintained by the
Company that are subject to ERISA, as described in the paragraph, entitled “Qualified
Plan Benefits,” in paragraph 3.C; (B) any claims, actions, causes or
causes of action, charges, or demands of Employee that arise or accrue under
this Agreement or under any plan or agreement that is listed in this paragraph
7 after the date on which Employee signs this Agreement; (C) any vested
rights that Employee may have on the Separation Date under any non-qualified
plans maintained by the company, as described in the paragraph, entitled “nonqualified
Plan Benefits,” in paragraph 3.D; (D) any rights of the Employee under the
Indemnification Agreement between the Company and Employee, dated June 9,
2006; (E) any rights of Employee under any restricted stock agreement
relating to any of the grants of restricted stock listed in the table in
paragraph 3.E; (F) any rights of Employee under any nonqualified stock
option agreement relating to any of  the
stock option grants listed in the table in paragraph 3.E; (G) any of the
rights of Employee under any stock incentive plan maintained by the Company
pursuant to which the restricted stock agreements and nonqualified stock option
agreements described in this sentence were originally granted; (H) any
rights related to accrued and unused vacation days.


 


8.                                       Entire Agreement.  The Company and Employee each represents and
warrants to the other that no promise or inducement has been offered or made by
either of them to the other except as set forth in this Agreement, and that the
consideration stated in this Agreement is the sole consideration for this
Agreement.  This Agreement constitutes
the sole agreement between the parties concerning the subject matter of this
agreement and states fully all agreements, understandings, promises, and
commitments between the Company and Employee as to or concerning the
termination of the employment relationship between them.  This Agreement may be amended, modified,
superseded, or cancelled and its terms or covenants may be waived, only by a
written instrument executed by both parties to this Agreement, or, in the case
of a waiver, by the party waiving compliance. 
Employee acknowledges and agrees that the benefits offered in this
Agreement supersede, replace, and are in lieu of any other separation,
severance, or other benefits to which Employee might otherwise be entitled
under any policy, other plan (except such other plans of the Company to the
extent Employee has rights thereunder on the Separation Date that are vested
and not subject to forfeiture), agreement, or practice of the Company.


 


9.                                       No Transfer.  Employee represents and warrants that
Employee has not sold, assigned, transferred, conveyed, or otherwise disposed
of to any third-party, by operation of law or otherwise, any action, cause of
action, suit, debt, obligation, account, contract, agreement, 


 

















 


covenant,
guarantee, controversy, judgment, damage, claim, counterclaim, liability, or
demand of any nature whatsoever relating to any matter covered by this
Agreement.


 


10.                                 Severability.  If any provision of this Agreement is found
by a court of competent jurisdiction to be invalid or unenforceable, in whole
or in part, then such provision shall be deemed modified or restricted to the
extent and in the manner necessary to render the same valid and enforceable to
the maximum extent possible, or shall be deemed excised from this Agreement, as
the case may require, and this Agreement shall be construed and enforced to the
maximum extent permitted by law. 
However, Employee agrees that, in the event paragraph 6 (“Release of
Liability for Claims”) is found by a court of competent jurisdiction to be
deemed completely excised from this Agreement, the Company shall be entitled to
recover the full amount or value of the Separation Payment, to the extent
theretofore paid to Employee, and a sum of money equal to the dollar value of
the other separation benefits provided to Employee pursuant to paragraph 3 (“Separation
Benefits in Addition to the Separation Payment”).


 


11.                                 Review and Advice to Consult With an Attorney.  Employee acknowledges that he or
she has been advised in writing to consult an attorney before signing this
Agreement. Employee represents and warrants that Employee has read this
Agreement; has been given the full period of 21 days to consider this
Agreement; understands its meaning and application; and is signing this
Agreement of Employee’s own free will with the intent of being bound by
it.  If Employee elects to sign this
Agreement prior to the expiration of 21  days,
Employee certifies that he will have done so voluntarily and knowingly and
Employee’s decision to do so was not induced by the Company through fraud,
misrepresentation, a threat to withdraw or alter the offer prior to the
expiration of the 21-day time period. 
For additional information about certain conditions that are required by
law and/or by this Agreement with respect to Employee’s valid release of
claims, please refer to the attached Notice to Employee (Attachment A), and any
exhibits thereto, all of which constitute a part of this Agreement.


 


12.                                 Arbitration.  Any dispute, controversy, or claim arising
out of or relating to this Agreement, or the actual or alleged breach of this
Agreement, shall be settled or resolved by arbitration administered by the
American Arbitration Association in accordance with its National Rules for
the Resolution of Employment Disputes (which rules are available at
www.adr.org), as said rules may be amended, supplemented, or replaced by
action of the American Arbitration Association, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.


 


13.                                 Forum and Jurisdiction.  The Company and Employee agree that any
action arising out of or relating to this Agreement (including any arbitration
proceeding) shall be initiated and maintained only in Houston, Texas and
Employee irrevocably agrees to the resolution of any dispute, controversy, or
claim arising out of or relating to this Agreement in a proceeding in Houston,
Texas, irrevocably submits to the jurisdiction of the state and federal courts
of general jurisdiction in Harris County, Texas, and waives any and all
objection that Employee may have either to venue in Houston, Texas or to the
jurisdiction of such courts.


 


14.                                 Controlling Law.  Except to the limited extent controlled by
federal law, this Agreement shall be governed by and construed in accordance
with the internal laws of the State of Texas, which internal laws shall exclude
any provision or interpretation of such laws that 


 

















 


would call
for, or permit, the application of the laws of any other state or jurisdiction,
and any dispute or controversy arising out of or relating to this Agreement and
the remedies available shall be determined solely in accordance with the
internal laws of the State of Texas and applicable federal law.


 


15.                               Revocation. 
Anything in this Agreement to the contrary notwithstanding, the Company
and Employee acknowledge and agree that at any time within seven days of the
date on which Employee executes this Agreement, Employee may revoke and rescind
this Agreement.  If Employee elects to
revoke and rescind this Agreement within the time period specified, Employee
shall not be entitled to receive the Separation Payment or the other severance
benefits specified in this Agreement and:


 


(a)                                  Employee shall give written notice of Employee’s revocation and rescission
of this Agreement to the Company at: 10003 Woodloch Forest Drive, The
Woodlands, Texas 77380, Attn: Mark Cordingly;


 


(b)                                 This Agreement shall be revoked and rescinded upon receipt by the Company
of that notice; and,


 


(c)                                  All rights, duties, and obligations of the parties under this Agreement, if
any, shall, upon revocation and rescission, become null and void and of no
further force and effect.


 


16.                               Return of Consideration (“Clawback”).  Employee agrees that in the event
the Employee timely revokes and rescinds this Agreement as provided in
paragraph 15, Employee will not be entitled to any additional payments or
benefits that may otherwise have been paid or provided under this Agreement and
Employee must immediately return any payments paid and the value of any
benefits provided to Employee under the terms of this Agreement.


 


IN WITNESS WHEREOF, the Company and Employee
have each executed this Agreement on the date(s) noted below.


 


 


	
  Employee

  	
   

  	
  Huntsman
  Corporation (the “Company”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Samuel D. Scruggs

  	
   

  	
  /s/ R. Wade Rogers

  
	
  Samuel D. Scruggs

  	
   

  	
  By: R. Wade Rogers

  
	
   

  	
   

  	
  Its: Senior Vice President,
  Global Human Resources

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  December 28, 2009

  	
   

  	
  Date: 

  	
  December 28, 2009

  
					



 

















 


ATTACHMENT A

to Separation and Release Agreement


 


NOTICE TO EMPLOYEE


 


This
Attachment A is a part of the Separation and Release Agreement (the “Separation
Agreement”) that is being entered into by and between Huntsman Corporation
(the “Company”) and you.  The
Company is providing the information and establishing the time frames set forth
in this Attachment A in fulfillment of certain conditions required by the
federal Age Discrimination in Employment Act (ADEA), as amended by the Older
Workers’ Benefit Protection Act, to assure that the release of certain claims
by you pursuant to the Separation Agreement will be “knowing and voluntary.”


 


The
obligations of the Company under the Separation Agreement to provide you
severance benefits are conditioned on your release of liability for certain
claims that you may have under the ADEA because you are 40 or more years old
and your employment by the Company is being involuntarily terminated.


 


PLEASE
CAREFULLY READ THE FOLLOWING INFORMATION BEFORE SIGNING THE SEPARATION
AGREEMENT (WHICH INCLUDES A RELEASE OF LIABILITY FOR CLAIMS).


 


A.                                   Consultation with Attorney:  You are advised to consult with an attorney
of your choice before you sign the Separation Agreement and you are encouraged
to do so.  No one in the Company is
authorized to suggest that you need not or should not consult with an attorney
to advise you or to suggest whether or not to sign the Separation
Agreement.  The decision whether or not
to consult an attorney is yours alone, but you are advised and encouraged to do
so.  If you consult with an attorney, you
will be obligated to pay any fees charged by the attorney.  The Company will not pay your legal
fees.


 


B.                                     Consideration Period:  You may elect to sign the proposed Separation
Agreement at any time during the 21 calendar day period that commences on the
day after you receive this Notice and that ends at midnight on the 21st day after the day on which you
receive this Notice.  During the 21
calendar days you have the right to consider the offer of severance benefits and
decide whether to accept the offer by signing the Separation Agreement (the “Consideration
Period”).  This means that you can
wait until the end of the Consideration Period to sign the Separation Agreement
and still be entitled to receive the severance benefits set forth in the
Separation Agreement, provided that you meet all other terms and conditions for
receipt of the severance benefits.  You
may accept the severance benefits by signing the Separation Agreement before
the end of the Consideration Period should you desire to do so.  If you do not sign and return the Separation
Agreement by the end of the Consideration Period, you will not be eligible for
the severance benefits specified in the Severance Agreement.


 

















 


C.                                     Period of Revocation:  After you have signed the Separation
Agreement (which includes a Release of Liability for Claims), you will have
seven calendar days to revoke and rescind both your acceptance of the severance
benefits and your execution of the Separation Agreement including the Release
of Liability for Claims.  However, if you
revoke and rescind the Separation Agreement, you will not be eligible to
receive the severance benefits provided by the Separation Agreement.  If you decide to revoke and rescind the
Separation Agreement, you should do so in the manner specified in the
Separation Agreement.


 


D.                                    The Release of Liability for Claims:  By the Release of Liability for
Claims, you will release the Company or anyone associated with the Company on
the day you sign the Separation Agreement, from liability for any claims or
rights you might have under the federal Age Discrimination in Employment Act
(ADEA).


 


E.                                      Consideration for the Release of Liability for Claims:  The
Release of Liability for Claims is in exchange for “consideration” (benefits)
that are in addition to anything to which you otherwise may be entitled from
the Company.  This means that you will
receive severance and other benefits that you would not otherwise receive from
the Company.  The severance benefits will
be extra, in part, because you will have agreed to the Release of Liability for
Claims.


 


PLEASE CAREFULLY READ THE COMPLETE
SEVERANCE AND RELEASE AGREEMENT AND GIVE IT YOUR FULL CONSIDERATION BEFORE
SIGNING.