Filed by Bowne Pure Compliance





Exhibit 10(h)




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between
Solutia Inc., a Delaware corporation (“Solutia”), CPFilms, Inc., a Delaware corporation and wholly
owned subsidiary of Solutia (“CPF”; together with Solutia collectively, the “Company”), and Kent J.
Davies (the “Executive”), effective as of the 1st day of November, 2008 (the “Effective
Date”).



WHEREAS, the Company and the Executive are currently parties to an Executive Employment
Agreement originally dated as of January 30, 2006, and amended and restated as of April 11, 2007;
and



WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the
best interests of the Company and its stakeholders to induce the Executive to continue to serve the
Company. Therefore, in order to accomplish this objective, the Board has caused the Company to
enter into this Agreement.




NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



1. Employment Period. The Company hereby agrees to continue the Executive in its
employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms
and conditions of this Agreement, for the period commencing on the Effective Date and ending on the
date that is the three (3) year anniversary of such date (the “Initial Term”). Upon completion of
the Initial Term, this Agreement shall thereafter automatically renew for additional 12-month
periods (each, a “Subsequent Renewal Term”), unless sooner terminated in accordance with this
Agreement or written notice is given by one party to the other at least 90 days prior to the
expiration of the Initial Term or any Subsequent Renewal Term, as applicable. The Initial Term and
any Subsequent Renewal Term are herein collectively referred to as the “Employment Period.”



Where the context permits, all references to the Company shall include an affiliate of the
Company by which the Executive is employed. As used in this Agreement, the term “affiliate” or
“affiliated companies” shall include any company controlled by, controlling or under common control
with the Company. The obligations of the Company and the Executive under this Agreement including,
without limitation, the obligations under Sections 4, 5 and 6, shall survive the termination of the
Employment Period to the extent necessary to accomplish the purposes thereof.


 


 









 






2. Terms of Employment.




(a) Position and Duties.




(i) During the Employment Period, (A) the Executive shall continue to serve as Senior
Vice President, Solutia Inc. and President, CPFilms reporting directly to the Company’s
Chief Executive Officer, with such authority, duties and
responsibilities consistent with such position and as may be reasonably assigned to him
from time to time by the Company’s Chief Executive Officer.




(ii) During the Employment Period, the Executive shall serve the Company faithfully,
diligently and to the best of his ability, and shall devote substantially all of his time
and efforts during normal business hours to the business and affairs of the Company. During
the Employment Period it shall not be a violation of this Agreement for the Executive to (A)
deliver lectures, fulfill speaking engagements or teach at educational institutions, and (B)
manage personal investments, so long as such activities described in clauses A and B do not
interfere with the performance of the Executive’s responsibilities as an employee of the
Company in accordance with this Agreement, and (C) with the advance approval of the Board,
serve on corporate, civic or charitable boards or committees.




(b) Compensation.




(i) Base Salary. During the Employment Period, the Executive shall receive an
annual base salary (“Annual Base Salary”) of not less than $333,000, which shall be paid in
accordance with the Company’s normal payroll practice. Thereafter, the Board or the
Executive Compensation and Development Committee of the Board (“ECDC”) shall review annually
Executive’s compensation and may elect to increase his Annual Base Salary.




(ii) Annual Bonuses. In addition to Annual Base Salary, the Executive shall
participate in the Company’s Annual Incentive Program, or any successor annual bonus
plan(s), with a target annual bonus opportunity of not less than 100% of his Annual Base
Salary. In addition, during the Employment Period, the Executive shall be entitled to
participate in all long-term and other incentive plans, practices, policies and programs
generally applicable to senior executive officers of the Company and its affiliated
companies.




(iii) Equity Compensation. During the Employment Period, the Executive shall
have the right to participate in an equity compensation arrangement to be established by the
Board or the ECDC of the Board and subject to such terms and conditions as will be
determined by the Board in its sole discretion.




(iv) Savings and Retirement Plans. During the Employment Period, the Executive
shall be entitled to participate in all savings and retirement plans, practices, policies
and programs generally applicable to senior executive officers of the Company and its
affiliated companies, subject to the Board’s authority to modify or terminate any such
plans, practices, policies or programs on a Company-wide basis at any time.




(v) Welfare Benefit Plans. During the Employment Period, the Executive and/or
the Executive’s family, as the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices, policies and programs provided
by the Company and its affiliated companies (including, without limitation, medical,
prescription drug, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans and
programs) to the extent generally applicable to senior executive officers of the Company and
its affiliated companies, subject to the Board’s authority to modify or terminate any such
plans, practices, policies or programs on a Company-wide basis at any time.


 


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(vi) Expenses. During the Employment Period, the Executive shall be entitled
to receive prompt reimbursement, in accordance with Company policy, for all reasonable
expenses incurred by the Executive in performing his duties hereunder.




(vii) Vacation. During the Employment Period, the Executive shall be entitled
to paid vacation in accordance with the plans, policies, programs and practices of the
Company and its affiliated companies as in effect from time to time.




3. Termination of Employment.



(a) Death or Disability. The Executive’s employment shall terminate automatically
upon the Executive’s death during the Employment Period. If the Company determines in good faith
that the Disability of the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the Executive written notice in
accordance with Section 8(b) of this Agreement of its intention to terminate the Executive’s
employment. In such event, the Executive’s employment with the Company shall terminate effective
on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”),
provided that, within the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability”
shall mean the Executive’s long-term disability for purposes of any reasonable occupation as
determined under the Company’s disability plan that is applicable to the Executive.



(b) Cause. The Company may terminate the Executive’s employment during the Employment
Period for Cause. For purposes of this Agreement, “Cause” shall mean:




(i) the willful and continued failure of the Executive to perform substantially the
Executive’s duties with the Company or one of its affiliates (other than any such failure
resulting from incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to the Executive by the Board or the Chief Executive
Officer of the Company which specifically identifies the manner in which the Board or the
Chief Executive Officer believes that the Executive has not substantially performed the
Executive’s duties;




(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which
is materially and demonstrably injurious to the Company;




(iii) the Executive’s conviction of, or plea of guilty or no contest to, a felony or
any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty; or




(iv) the Executive’s habitual drug or alcohol abuse.


 


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For purposes of this provision, no act or failure to act, on the part of the Executive, shall be
considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or based upon the
advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done,
by the Executive in good faith and in the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for Cause unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not
less than a majority of the entire membership of the Board at a meeting of the Board called and
held for such purpose (after reasonable notice is provided to the Executive and the Executive is
given an opportunity, together with counsel, in the case of conduct described in subparagraph (i)
or (ii) above, to be heard before the Board), finding that, in the good faith opinion of the Board,
the Executive is guilty of the conduct described in subparagraph (i),(ii), (iii) or (iv) above, and
specifying the particulars thereof in detail.



(c) Good Reason. The Executive’s employment may be terminated by the Executive for
Good Reason. For purposes of this Agreement, “Good Reason” shall mean:




(i) a material failure by the Company to comply with any of the provisions of Section
2(b) of this Agreement relating to compensation, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by the Executive;




(ii) the assignment to the Executive of any duties inconsistent in any respect with the
Executive’s position as Senior Vice President, Solutia Inc. and President, CPFilms and the
authority, duties and responsibilities contemplated by Section 2(a) of this Agreement, or
any other action by the Company, including a fundamental change to the nature and scope of
the Company’s business, which results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by the Executive; or




(iii) Executive’s receipt of the Company’s written notice not to renew the Agreement or
the failure of the Company and the Executive to enter into a new employment agreement by no
later than the last day of the Employment Period.



If the Executive terminates his employment for Good Reason pursuant to subparagraph (ii) above as a
result of a sale by the Company of substantially all of its assets, then the Executive shall make
himself available to the Company as a paid independent consultant for such fee, at such times, over
such period of time and for such number of hours as the parties shall reasonably agree, taking
account of any new employment that the Executive may undertake.


 


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(d) Notice of Termination. Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto
given in accordance with Section 8(b) of this Agreement. For purposes of this
Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent applicable, 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 and (iii) if the Date of Termination (as
defined below) is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty days after the giving of such notice). The failure by
the Executive or the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive
or the Company, respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights
hereunder.



(e) Date of Termination. “Date of Termination” means (i) if the Executive’s
employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of
receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii)
if the Executive’s employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies the Executive of such
termination and (iii) if the Executive’s employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of death of the Executive or the Disability Effective
Date, as the case may be.




4. Obligations of the Company upon Termination.



(a) Good Reason; Other Than for Cause. Except as provided in Section 4(b) below, if,
during the Employment Period, the Company shall terminate the Executive’s employment other than for
Cause or the Executive shall terminate employment for Good Reason:




(i) the Company shall pay to the Executive in a lump sum in cash within ten days of the
Date of Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and
(C), such other time described in Section 8(g), the aggregate of the following amounts:




A. the sum of (1) the Executive’s accrued Annual Base Salary through the Date
of Termination, (2) any unpaid annual bonus earned by the Executive with respect to
the previous year, and (3) any accrued vacation pay, in each case to the extent not
theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall
be hereinafter referred to as the “Accrued Obligations”); and




B. an amount equal to the average annualized payment the Executive received for
the 3 years (or such shorter period during which the Executive has served as a
Senior Vice President of the Company) immediately preceding the Date of Termination
under the Company’s Annual Incentive Program, multiplied by the number of days that
have transpired during that fiscal year immediately prior to the Date of
Termination, divided by 365; and


 


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C. an amount equal to 200% of the sum of (i) the Executive’s Annual Base Salary
immediately prior to the Date of Termination and (ii) the average annualized payment
the Executive received for the 3 years (or such shorter period during which the
Executive has served as a Senior Vice President of the Company) immediately
preceding the Date of Termination under the Company’s Annual Incentive Program (the
“Severance Payment”).




(ii) subject to the provisions of Section 8(g) hereof, to the extent not theretofore
paid or provided, the Company shall timely pay or provide to the Executive any other amounts
or benefits, excluding any severance or separation pay or benefits, required to be paid or
provided or which the Executive is eligible to receive under any plan, program, policy,
practice, contract or agreement of the Company and its affiliated companies, including,
without limitation, the vested benefit, if any, of the Executive under any qualified defined
benefit or defined contribution retirement plan of the Company and its affiliated companies
in which the Executive participates, in accordance with the terms of such plan (such other
amounts and benefits shall be hereinafter referred to as the “Other Benefits”);




(iii) the Company shall continue to provide at its expense (on the same basis as at the
Executive’s Date of Termination) for the continued participation of the Executive and, to
the extent applicable, his family, in the Company’s medical, dental, vision and life
insurance plans and programs, for a period of four months commencing with the Date of
Termination; and




(iv) upon request of the Executive, the Company shall provide outplacement services to
the Executive for up to twelve months and up to an aggregate cost of $25,000.



(b) Change in Control. If the Company shall terminate the Executive’s employment
other than for Cause or the Executive shall terminate employment for Good Reason upon a Change in
Control (pursuant to the definition of Change in Control set forth below) or at any time within 24
months after the Change in Control, then the Executive shall be entitled to receive (1) all amounts
as provided for in Section 4(a) hereof, provided, however, that the Severance Payment under this
Section 4(b) will be an amount equal to 250% of the sum of (i) the Executive’s Annual Base Salary
immediately prior to the Date of Termination and (ii) the average annualized payment the Executive
received for the 3 most recent years under the Company’s Annual Incentive Program (or such shorter
period during which the Executive has served as a Senior Vice President of the Company), and (2)
immediate vesting of all outstanding equity awards granted pursuant to the Company’s equity
compensation plan as may be in effect from time to time.


 


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(i) For purposes of this Agreement, “Change in Control” shall be deemed to have
occurred if:




A. Any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Company representing more than 50% of the voting power of the then outstanding
securities of the Company, and such person owns more aggregate voting power of the
Company’s then outstanding securities entitled to vote generally in the election of
directors than any other person;




B. The shareholders of the Company approve (or, if shareholder approval is not
required, the Board approves) an agreement providing for (x) the merger or
consolidation of the Company with another corporation where the shareholders of the
Company, immediately prior to the merger or consolidation, will not beneficially
own, immediately after the merger or consolidation, shares entitling such
shareholders to 50% or more of all votes to which all shareholders of the surviving
corporation would be entitled in the election of directors (without consideration of
the rights of any class of stock to elect directors by a separate class vote), (y)
the sale or other disposition of 50% or more of the Company’s assets that it owns as
of the Effective Date of this Agreement, or (z) a liquidation or dissolution of the
Company; provided, however, the effectiveness of a plan of reorganization pursuant
to which a majority of the common stock of the reorganized Company is distributed
(i) to Persons who are (a) holders of claims against the Company; (b) holders of
equity interests in the Company; and/or (c) designated in the Company’s plan of
reorganization proposal dated December 8, 2006, to receive common stock of the
reorganized Company; or (ii) to or for the benefit of Company management, shall not
constitute a “Change in Control”; or




C. Directors are elected such that a majority of the members of the Board shall
have been members of the Board for less than two years, unless the election or
nomination for election of each new director who was not a director at the beginning
of such two-year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such period.



(c) Death. If the Executive’s employment is terminated by reason of the Executive’s
death during the Employment Period, this Agreement shall terminate without further obligations to
the Executive’s legal representatives under this Agreement, other than for timely payment or
provision of the following:




(i) Accrued Obligations; and




(ii) Other Benefits.



Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a
lump sum in cash within 30 days of the Date of Termination.


 


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(d) Disability. If the Executive’s employment is terminated by reason of the
Executive’s Disability during the Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for timely payment or provision of the following:




(i) Accrued Obligations; and




(ii) Other Benefits.



Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date
of Termination.



(e) Cause. If the Executive’s employment shall be terminated for Cause during the
Employment Period this Agreement shall terminate without further obligations to the Executive,
other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such
case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.



(f) Other than for Good Reason. If the Executive shall voluntarily terminate
employment, excluding a termination for Good Reason, he shall receive the Accrued Obligations paid
in a lump sum in cash within 10 days of the Date of Termination. In such case, the Executive shall
also receive timely payment or provision of Other Benefits.



5. Full Settlement; Legal Fees. The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against the Executive or others. In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the amounts payable to
the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced
whether or not the Executive obtains other employment. The Company agrees to pay, to the full
extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a
result of any contest, by the Company, the Executive or others of the validity or enforceability
of, or liability under, any provision of this Agreement or any guarantee of performance thereof
(whether such contest is between the Company and the Executive or between either of them and any
third party, and including as a result of any contest by the Executive about the amount of any
payment pursuant to this Agreement). The Company shall make payment of such reimbursements from
time to time, but in no event later than the last day of the calendar year following the calendar
year in which such expenses are incurred, provided the Executive timely submits reasonable
documentation of such expenses. In the event the Executive is not the prevailing party in any such
contest, the Executive shall pay back any reimbursements made by the Company hereunder within 30
days of final disposition of such contest.




6. Confidential Information and Competitive Activity.



(a) Confidential Information. As used herein, “Confidential Information” means all
technical and business information of the Company and its affiliated companies, whether patentable
or not, which is of a confidential, trade secret and/or proprietary character and which is either
developed by the Executive (alone or with others) or to which the Executive has had access during
the Executive’s employment. “Confidential Information” shall also include confidential evaluations
of, and the confidential use or non-use by the Company or any affiliated company of, technical or
business information in the public domain.


 


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The Executive shall use the Executive’s best efforts and diligence both during and after
employment by the Company to protect the confidential, trade secret and/or proprietary character of
all Confidential Information. The Executive shall not, directly or indirectly, use (for the
Executive or another) or disclose any Confidential Information, for so long as it shall remain
proprietary or protectible as confidential or trade secret information, except as may be necessary
for the performance of the Executive’s duties with the Company.



The Executive shall deliver promptly to the Company, at the termination of the Executive’s
employment, or at any other time at the Company’s request, without retaining any copies, all
documents and other material in the Executive’s possession relating, directly or indirectly, to any
Confidential Information.



Each of the Executive’s obligations in this Section shall also apply to the confidential,
trade secret and proprietary information learned or acquired by the Executive during the
Executive’s employment from others with whom the Company or any affiliated company has a business
relationship.



The Executive understands that the Executive is not to disclose to the Company or any
affiliated company, or use for its benefit, any of the confidential, trade secret or proprietary
information of others, including any of the Executive’s former employers.




(b) Covenant Not to Compete.



(i) Definitions. For purposes of this Section, in addition to terms defined elsewhere
herein, the following capitalized terms have the following meanings.




	 	(A)	 	“Affiliate” means: (i) any Person which, directly or
indirectly, is in control of, is controlled by or is under common control with
the party for whom an affiliate is being determined; (ii) any Person who is a
director or officer of any Person described in clause (i) above or of the party
for whom an affiliate is being determined; or (iii) any partner (general or
limited), trustee, beneficiary, spouse, child or sibling of any Person
described in clause (i) above or of the party for whom an affiliate is being
determined. For purposes hereof, control of a Person means the power, direct
or indirect, to: (x) vote 5% or more of the securities having ordinary voting
power for the election of directors (or comparable positions) of such Person;
or (y) direct or cause the direction of the management and policies of such
Person, whether by contract or otherwise and either alone or in conjunction
with others.
	 
	 	(B)	 	“Business” means any business in which CPF is currently
engaged, including, but not limited to, the business of designing,
manufacturing and selling window film, precision coated films, tint or shading
products and related services and any other businesses which CPF may engage in
or substantially contemplate engaging in through formal evaluation or study
during the Employment Period.




 


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	 	(C)	 	“Person” means any natural person, corporation, limited
partnership, general partnership, joint venture, association, company, trust,
joint stock company, bank, trust company, land trust, vehicle trust, business
trust, real estate investment trust, estate, limited liability company, limited
liability partnership or other organization irrespective of whether it is a
legal entity, and any governmental authority.
	 
	 	(D)	 	“Non-Compete Term” means the Employment Period for so
long as it is in effect and regardless of the reason it ends and the two (2)
year period thereafter.





(ii) Restrictions on Competition. Except on behalf of or as directed by the Company,
Executive shall not, during the Non-Compete Term, directly or indirectly, anywhere in the world:
(i) engage in the Business; (ii) engage in any business which is in competition with CPF; (iii)
invest in any Person which is engaged in the Business or is engaged in any business which is in
competition with CPF; (iv) be employed by or provide consulting services to any Person engaged in
the Business or engaged in any business which is in competition with CPF; or (v) solicit, attempt
to solicit, call upon, or otherwise accept for his own benefit or for the benefit of any other
Person, any client or customer of CPF or in any way attempt to divert business from CPF(or its
respective Affiliates, successors and assigns); or (vi) attempt to interfere with CPF’s
relationship with any of its customers.



(c) Non-Solicitation of Employees. Executive agrees that, so long as he is employed
by the Company and for a period of two (2) years after the termination of his employment for any
reason whatsoever (regardless of which party terminates the employment relationship), he shall not,
without the prior written approval of the Company (which approval may be granted or withheld in the
Company’s sole discretion), either individually or through an Affiliate, anywhere in the world,
solicit, recruit, hire, attempt to hire, interfere with or otherwise accept services from any
employee or independent contractor engaged by CPF within the preceding twelve (12) months or induce
any employee or independent contractor engaged by CPF within the preceding twelve (12) months to
terminate their relationship with CPF. This restriction is intended to protect CPF confidential
business information, trade secrets, customer relationships, supply relationships, goodwill and
loyalty.



(d) Permitted Investments. Anything herein to the contrary notwithstanding, an
investment by Executive in publicly traded stock of a Person which is engaged in the Business or is
engaged in any business which is in competition with CPF shall not violate Section 7(b)(ii) hereof
provided that Executive and all Affiliates of Executive own, in the aggregate, less than 2% of all
the issued and outstanding stock of such Person.



(e) Restrictions, Reasonable Review. Executive hereby agrees that the restrictions
set forth in this Section 7 are an integral aspect of this Agreement and are reasonable and
necessary and, accordingly, that the Company (and their respective Affiliates, successors and
assigns) shall be entitled to injunctive relief, from a court having jurisdiction with respect to
the matter, for the purpose of restraining Executive and any Person in which Executive has an
interest (as described in Section 7(b)(ii) hereof) from any actual or threatened breach of the
restrictions set forth in this Section 7 and to any other appropriate relief. If any court of
competent jurisdiction or arbitrator determines that the time period, activities covered or
the geographical scope referenced in this Section 7 is unreasonable or otherwise in contravention
of the law, such restrictions shall not be determined to be null and void and of no effect, but
shall be reformed by the court or arbitrator to impose a reasonable time period, activities covered
or geographical scope, as the case may be.


 


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(f) Specific Performance and Injunctive Relief. Executive recognizes that, if he
shall fail to perform, observe or discharge any of his obligations under this Section 7, no remedy
at law will provide adequate relief to the Company. Therefore, the Company is hereby authorized to
demand specific performance of this Section 7, and shall be entitled to temporary and permanent
injunctive relief, in a court of competent jurisdiction at any time when Executive shall fail to
comply with any of the provisions of this Section 7 applicable to him.



(g) Acknowledgments. Executive hereby acknowledges and agrees that CPF’s Business is
worldwide in scope and activity and that the Company has a protectable business interest in its
customer relationships and stock in trade throughout the world.



(h) Blue Pencil. If, at any time, the provisions of this Section 7 shall be
determined to be invalid or unenforceable under any applicable law, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Agreement shall be considered
divisible and shall become and be immediately amended to only such area, duration and scope of
activity as shall be determined to be reasonable and enforceable by the court or other body having
jurisdiction over the matter and the Executive and the Company agree that this Agreement as amended
shall be valid and binding as though any invalid or unenforceable provision had not been included
herein.




7. Successors.



(a) This Agreement is personal to the Executive and without the prior written consent of the
Company shall not be assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s
legal representatives.



(b) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.




8. Miscellaneous.



(a) This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without reference to principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.


 


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(b) All notices and other communications hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:




If to the Executive:




Kent J. Davies

998 Tara Oaks Drive

Chesterfield, MO 63005




If to the Company:




Jeffry N. Quinn

Chairman of the Board, President and Chief Executive Officer

Solutia Inc.

P.O. Box 66760

St. Louis, MO 63166-6760




With a copy to:




Rosemary L. Klein

Senior Vice President, General Counsel and Corporate Secretary

Solutia Inc.

P.O. Box 66760

St. Louis, MO 63166-6760



or to such other address as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received by the addressee.



(c) The invalidity or unenforceability of any one or more provisions of this Agreement shall
not affect the validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect.



(d) The Company may withhold from any amounts payable under this Agreement such Federal,
state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or
regulation.



(e) The Executive’s or the Company’s failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the Executive or the Company may
have hereunder shall not be deemed to be a waiver of such provision or right or any other provision
or right of this Agreement.



(f) This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements, oral and written, between the parties
hereto with respect to the subject matter hereof, including, without limitation, the Amended and
Restated Employment Agreement dated as of April 11, 2007 and any other prior employment agreement
between the Company and the Executive, and the Executive waives all rights with respect to such
agreements, including, without limitation, any claims for damages related to such agreements;
provided, that this Agreement shall have no effect on the Executive’s rights under any plan,
program, policy or practice provided by the Company or any of its affiliated companies except that
the benefits and other payments provided for pursuant to Section
3 hereof shall be in lieu of any severance or separation pay or benefits to which the
Executive might otherwise be entitled under any plan, program, policy or arrangement of the Company
and its affiliates. In consideration of the promises set forth in the Agreement, and of the mutual
releases set forth in this paragraph, each party hereto relinquishes all rights, and releases the
other from all promises, liabilities and commitments that may have existed under such other
agreements, which shall be null and void and of no further effect.


 


12









 





(g) No amounts shall be payable pursuant to Section 4(a)(i)(B), 4(a)(i)(C) or 4(b) of this
Agreement unless and until the Executive shall have executed and delivered a waiver and release of
claims against the Company substantially in the form attached hereto as Exhibit A. In the event
the Executive does not execute and deliver such waiver and release to the Company within 30 days of
his Date of Termination, no payments shall be made under Sections 4(a)(i)(B), 4(a)(i)(C) or 4(b)
(with respect to amounts which relate to Sections 4(a)(i)(B) and 4(a)(i)(C)). Any payments due
under such Sections shall be paid within ten (10) days of the date the Executive delivers the
waiver and release to the Company, provided such waiver and release is not revoked.
Notwithstanding the above, these payments (and any other payments or benefits under this Agreement
which are nonqualified deferred compensation under Code Section 409A for which an exemption from
such provision is not available) shall not be made prior to the date which is six months after the
date of Executive’s termination of employment if he is a “specified employee” at the time of his
termination. In such case, the Executive’s payments shall be credited with interest at the
applicable Federal rate provided for in Code Section 7872(f)(2)(A) during such period, and payment
shall be made on the date after the last day of such six-month period. A “specified employee” is a
key employee (as defined in Code Section 416(i) without regard to Code Section 416(i)(5))
determined in accordance with the meaning of such term under Code Section 409A and the regulations
promulgated thereunder and the Company’s established methodology for determining specified
employees.



(h) Except as otherwise provided by Section 6(c), in the event of any dispute, controversy or
claim arising out of or relating to this Agreement or Executive’s employment or termination
thereof, the parties hereby agree to settle such dispute, controversy or claim in a binding
arbitration by a single arbitrator in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, which arbitration shall be conducted in St. Louis, Missouri. The
parties agree that the arbitral award shall be final and non-appealable and, except as otherwise
provided by Section 6(c), shall be the sole and exclusive remedy between the parties hereunder.
The parties agree that judgment on the arbitral award may be entered in any court having competent
jurisdiction over the parties or their assets.



9. Code Section 409A Compliance. With respect to those amounts payable hereunder
which are subject to Code Section 409A, this Agreement shall be interpreted in a manner so as to be
consistent with such provision and the rules and regulations promulgated thereunder. The Company
may modify the Agreement to the extent necessary to prevent a benefit or payment from being subject
to a tax due to noncompliance with Code Section 409A.


 


13









 





10. Code Section 4999. If, as a result of payments provided for under or pursuant to
this Agreement together with all other payments in the nature of compensation provided to or for
the benefit of Executive, any state, local or federal taxing authority imposes any taxes on
Executive that would not be imposed on such payments but for the occurrence of a change of
control, including any excise tax under Section 4999 of the Code, then, in addition to any
other benefits provided under or pursuant to this Agreement or otherwise, the Company (including
any successor to or assignee of the Company) shall pay to Executive at the time any such payments
are made under or pursuant to this Agreement or the other agreements, an amount equal to the amount
of any such taxes imposed or to be imposed on Executive (the amount of any such payment, the “Tax
Reimbursement”). In addition, the Company (including any successor to or assignee of the Company)
shall “gross up” such Tax Reimbursement by paying to Executive at the same time an additional
amount equal to the aggregate amount of any additional taxes (whether income taxes, excise taxes,
special taxes, employment taxes or otherwise) that are or will be payable by Executive as a result
of the Tax Reimbursement being paid or payable to Executive and/or as a result of the additional
amounts paid or payable to Executive pursuant to this sentence, such that after payment of such
additional taxes Executive shall have been paid on a net after-tax basis an amount equal to the Tax
Reimbursement. The amount of any Tax Reimbursement and of any such gross-up amounts shall be
determined by the Company’s independent auditing firm, whose determination, absent manifest error,
shall be treated as conclusive and binding absent a binding determination by a governmental taxing
authority that a greater amount of taxes is payable by Executive. Any reimbursement under this
Section 10 shall be paid by the Company at the time required herein, but in no event later than the
December 31 of the calendar year following the calendar year during which the Executive pays the
tax subject to reimbursement under this Section 10.



11. Counterparts. This Agreement may be executed in separate counterparts, each of
which is deemed to be an original and all of which taken together constitute one and the same
agreement and shall become effective when one or more counterparts have been signed by each of the
parties and delivered to the other party in original or facsimile form.



[signature page to follow]




 


14









 







IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.



	 	 	 	 	 
	 	                                              /s/ Kent J. Davies
 	 
	 	Kent J. Davies 	 
	 	 	 
	 	SOLUTIA INC.

 	 
	 	By:  	/s/ Jeffry N. Quinn
 	 
	 	 	Jeffry N. Quinn 	 
	 	 	Chairman of the Board, President and

Chief
Executive Officer 	 




 


15









 





Exhibit 10(h)




Exhibit A




WAIVER AND RELEASE





Reference is made to that Amended and Restated Agreement (the “Agreement”), dated as of
                    , 2008, by and between Solutia, Inc., a Delaware Corporation (“Solutia”),
CPFilms, Inc., a Delaware corporation and wholly owned subsidiary of Solutia (“CPF”; and
together with Solutia collectively, the “Company”), and Kent J. Davies (the “Executive”).
This Waiver and Release (this “Waiver”) is made as of the
 _____ 

day of                     , 20___, by the
Executive pursuant to Section 8(g) of the Agreement.



Release and Waiver of Claims Against the Company




(a) The Executive, on behalf of himself, his agents, heirs, successors, assigns, executors and
administrators, in consideration for the payments and other consideration provided for under the
Agreement, hereby forever releases and discharges the Company and its successors, their affiliated
entities, and their past and present directors, employees, agents, attorneys, accountants,
representatives, plan fiduciaries, successors and assigns from any and all known and unknown causes
of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities, and
demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date
of this Waiver, including but not limited to (i) any claim for breach of contract, breach of
implied covenant, breach of oral or written promise, wrongful termination, intentional infliction
of emotional distress, defamation, interference with contract relations or prospective economic
advantage, negligence, misrepresentation or employment discrimination, and including without
limitation alleged violations of Title VII of the Civil Rights Act of 1964, as amended, prohibiting
discrimination based on race, color, religion, sex or national origin; the Family and Medical Leave
Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; other federal,
state and local laws, ordinances and regulations; and any unemployment or workers’ compensation
law, excepting only those obligations of the Company expressly recited in the Agreement or this
Waiver and any claims to benefits under the Company’s employee benefit plans as defined exclusively
in written plan documents; (ii) any and all liability that was or may have been alleged against or
imputed to the Company by the Executive or by anyone acting on his behalf; (iii) all claims for
wages, monetary or equitable relief, employment or reemployment with the Company in any position,
and any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for
attorneys’ fees and costs except as otherwise provided herein or in the Agreement.



(b) The Executive shall not file or cause to be filed any action, suit, claim, charge or
proceeding with any federal, state or local court or agency relating to any claim within the scope
of this Waiver. In the event there is presently pending any action, suit, claim, charge or
proceeding within the scope of this Waiver, or if such a proceeding is commenced in the future, the
Executive shall promptly withdraw it, with prejudice, to the extent he has the power to do so.
The Executive represents and warrants that he has not assigned any claim released herein, or
authorized any other person to assert any claim on his behalf.


 


 









 





(c) In the event any action, suit, claim, charge or proceeding within the scope of this Waiver
is brought by any government agency, putative class representative or other third party to
vindicate any alleged rights of the Executive, (i) the Executive shall, except to the extent
required or compelled by law, legal process or subpoena, refrain from participating, testifying or
producing documents therein, and (ii) all damages, inclusive of attorneys’ fees, if any, required
to be paid to the Executive by the Company as a consequence of such action, suit, claim, charge or
proceeding shall be repaid to the Company by the Executive within ten (10) days of his receipt
thereof.



(d) In the event of a breach of this Waiver by the Executive, the Company’s obligations
pursuant to the Agreement shall cease as of the date of such breach. Furthermore, the Executive
understands that his breach of the provisions of this Waiver will cause monetary damages to the
Company. Thus, should the Executive breach the provisions of this Waiver, he shall be required to
pay the Company, as liquidated damages, the amount of the consideration paid by the Company to the
Executive pursuant to the Agreement plus all costs and expenses, including all attorneys’ fees and
expenses, that the Company incurs in enforcing this Waiver. The Executive agrees that the
foregoing amount of liquidated damages is reasonable and necessary, and does not constitute a
penalty.




Voluntary Execution of Waiver.



BY HIS SIGNATURE BELOW, THE EXECUTIVE ACKNOWLEDGES THAT:



(A) I HAVE RECEIVED A COPY OF THIS WAIVER AND WAS OFFERED A PERIOD OF TWENTY-ONE (21) DAYS TO
REVIEW AND CONSIDER IT;



(B) IF I SIGN THIS WAIVER PRIOR TO THE EXPIRATION OF TWENTY-ONE (21) DAYS, I KNOWINGLY AND
VOLUNTARILY WAIVE AND GIVE UP THIS RIGHT OF REVIEW;



(C) I HAVE THE RIGHT TO REVOKE THIS WAIVER FOR A PERIOD OF SEVEN (7) DAYS AFTER I SIGN IT BY
MAILING OR DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE COMPANY’S CHIEF EXECUTIVE OFFICER OR
GENERAL COUNSEL, NO LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH DAY AFTER THE DAY ON WHICH I
SIGNED THIS WAIVER;



(D) THIS WAIVER SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN DAY REVOCATION
PERIOD HAS EXPIRED WITHOUT THE WAIVER HAVING BEEN REVOKED;



(E) THIS WAIVER WILL BE FINAL AND BINDING AFTER THE EXPIRATION OF THE REVOCATION PERIOD
REFERRED TO IN (C). I AGREE NOT TO CHALLENGE ITS ENFORCEABILITY;



(F) I AM AWARE OF MY RIGHT TO CONSULT AN ATTORNEY, HAVE BEEN ADVISED IN WRITING TO CONSULT
WITH AN ATTORNEY, AND HAVE HAD THE
OPPORTUNITY TO CONSULT WITH AN ATTORNEY, IF DESIRED, PRIOR TO SIGNING THIS WAIVER;


 


 









 





(G) NO PROMISE OR INDUCEMENT FOR THIS WAIVER HAS BEEN MADE EXCEPT AS SET FORTH IN THIS WAIVER;




(H) I AM LEGALLY COMPETENT TO EXECUTE THIS WAIVER AND ACCEPT FULL RESPONSIBILITY FOR IT; AND



(I) I HAVE CAREFULLY READ THIS WAIVER, ACKNOWLEDGE THAT I HAVE NOT RELIED ON ANY
REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT OR THE AGREEMENT, AND
WARRANT AND REPRESENT THAT I AM SIGNING THIS WAIVER KNOWINGLY AND VOLUNTARILY.




Intending to be legally bound, I have signed this Waiver as of the date first set forth above.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Kent J. Davies