Exhibit 10.4


 


FORM OF 


LYONDELLBASELL EXECUTIVE SEVERANCE PLAN 


PARTICIPATION AGREEMENT


 


This Executive Severance Plan
Participation Agreement (the “Participation Agreement”) is entered into effective as of __________________________, 20__ [NTD:
Start Date] (the “Participation Date”), by and between Lyondell Chemical Company (the “Company”) and you (the
 “Participant”), pursuant to the LyondellBasell Executive Severance Plan (the “Plan” or “LYB Executive Severance
Plan”). The Participant agrees that the terms and conditions of this Agreement and the Plan will govern the Participant’s
rights with respect to the severance benefits provided under the Plan (the “Severance Benefits”), notwithstanding any contrary
provision in any employment agreement or other severance plan. The Participant and the Company agree to execute such further instruments
and to take such further action as may reasonably be necessary to carry out the intent of this Participation Agreement. Except as defined
in this Participation Agreement (including Exhibit A attached hereto), capitalized terms have the same meanings ascribed to them in the
Plan.


 


The Participant and the Company
have entered into this Participation Agreement and have agreed to the terms and conditions included in Exhibit A as an express incentive
for the Participant and the Company to enter into the Participation Agreement and in consideration for the Company or any of its affiliates
providing (i) the consideration set forth in the Participation Agreement and (ii) Confidential Information to the Participant, to
further protect the trade secrets and Confidential Information disclosed or entrusted to the Participant, to protect the business goodwill
of the Company and its affiliates, to protect the business opportunities disclosed or entrusted to the Participant, and to protect the
other legitimate business interests of the Company and its affiliates. In executing this Participation Agreement, the Participant expressly
acknowledges and agrees that (a) the Participation Agreement aligns the Participant’s interests with the Company’s and its
affiliates’ long-term business interests and creates a further incentive for the Participant to build the Company’s and its
affiliates’ goodwill, and (b) the provisions contained in Exhibit A are reasonably related to the Company’s and its affiliates’
legitimate interests in protecting their goodwill. The Participant understands that the Company has hereby promised to provide to the
Participant Confidential Information during the Participant’s employment with the Company.


 


The Participant and the Company
also expressly agree that any long-term incentive awards that may hereafter be granted to the Participant pursuant to the LyondellBasell
Industries (“LYB”) Long-Term Incentive Plan (the “LTIP”) similarly aligns the Participant’s interests with
LYB’s and the Company’s long-term business interests and creates a further incentive for the Participant to build the Company’s
and LYB’s goodwill, and that the provisions contained in Exhibit A and Section 2 of this Agreement as they relate to such LTIP awards
are reasonably related to the Company’s and LYB’s legitimate interest in protecting its goodwill. Accordingly, Section 2 of
this Agreement (regarding recovery of payments) also applies to any awards made to the Participant under the LTIP to the extent such awards
(1) are granted after the Participant signs this Participation Agreement and (2) vest or become exercisable on account of termination
of employment for any reason other than the Participant’s death or disability.


 






     


     


    

 


The terms and conditions
of this Participation Agreement as offered herein must be accepted by the Participant prior to _____________________, 20____. Failure
to timely accept the terms by such time will result in immediate and irrevocable cancellation of the participation offered.


 


1.        Participation. In accordance with, and subject to, the terms and conditions of the Plan, the Company hereby allows the
Participant to participate in the LYB Executive Severance Plan.


 


2.        Covenants; Recovery of Payments. If
the Committee determines that the Participant has committed a breach of any of the Covenants set forth in Exhibit A, upon notice from
the Company, the Participant shall reimburse to the Company all or a portion of the Severance Benefits or LTIP payments, or both, subject
to this Participation Agreement, as the Committee deems appropriate under the circumstances. Such notice shall be provided within the
earlier to occur of one year after discovery of the alleged breach or the second anniversary of the Participant’s date of termination.


 


3.        Interpretation and Construction.This
Participation Agreement and the Plan shall be interpreted and construed to the fullest extent possible consistent with the LTIP and any
applicable grant letter or award agreement thereunder. In the event of a conflict between the terms of any such document and this Participation
Agreement, this Participation Agreement shall control. For the avoidance of doubt, LTIP awards are subject to the terms of this Participation
Agreement only to the extent they (a) are granted after the Participant signs this Participation Agreement and (b) vest or become exercisable
on account of termination of employment for any reason other than the Participant’s death or disability. Incentive compensation
awards issued by the Company or LYB pursuant to the LTIP or any other incentive program or arrangement shall remain subject to other provisions
of such other award agreements and incentive arrangements, which shall not be affected by this Participation Agreement.


 


4.        This
Participation Agreement is governed by Texas law, without giving effect to its conflicts of law principles. The Participant consents to
the jurisdiction of the Harris County District State Court in Houston, Texas, although the Company may choose to seek enforcement of the
Covenants and any other benefits provided under this Agreement in any jurisdiction where the Participant may be found.


 


[SIGNATURE PAGE TO FOLLOW]


 









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	LYONDELL
    CHEMICAL COMPANY	 	 
	 	 	 
	By:	 	 	Date:	 
	 	 	 
	 	[Insert Name and Title]	 	 
	 	 	 
	 	 	 
	PARTICIPANT	 	 
	 	 	 
	 	 	Date:	 
	 	 	 
	Peter
    Vanacker	 	 




 






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EXHIBIT A


 


TO LYONDELLBASELL EXECUTIVE SEVERANCE PLAN 


PARTICIPATION AGREEMENT


 


	1.	As used in this Exhibit A, the following terms have the meanings set out below:



 


“Business”
means the business in which the Company and its affiliates are engaged and for which the Participant has direct or indirect responsibilities
during the term of Participant’s employment with the Company or any affiliate.


 


“Competitor”
means any business or enterprise engaged in the Business.


 


“Confidential
Information” means any trade secret, proprietary or confidential information of the Company or its affiliates.


 


“Restricted Area”
means those locations for which the Participant had responsibility at any time during the twelve (12) months prior to termination of Participant’s
employment with the Company and including any geographical area in which the Company (a) conducts any portion of its Business and for
which Participant had responsibility, or (b) has plans to conduct any portion of its Business, where those plans are known to the
Participant.


 


2.       Subject
to the exceptions set forth in this Exhibit A, the Participant agrees and expressly promises that the Participant shall not, during the
Participant’s employment with the Company or its affiliates and for a period of one (1) year after the Participant’s
termination of employment with the Company and all affiliates (the “Prohibited Period”), regardless of the reason
for such termination, directly or indirectly, anywhere in the Restricted Area:


 


(a)     
carry on or engage in the Business in competition with the Company, or


 


(b)     
render services to, or be affiliated with, a Competitor.


 


3.       Nothing
herein shall prevent the Participant during the Prohibited Period from rendering professional services to a Competitor (but not as an
employee of a Competitor) or being affiliated with a diversified entity, so long as the Participant’s affiliation with that Competitor
or entity, as applicable, does not:


 


(a)     
cause the Participant to use or disclose any Confidential Information, and


 


(b)     
involve the Participant having direct or indirect responsibilities with respect to any aspect of the entity’s business that
engages in the Business.


 


	4.	The Participant agrees and expressly promises that, during the
Prohibited Period, the Participant shall not directly or indirectly:



 


(a)     
recruit, solicit or induce any employee, consultant, or independent contractor of the Company or any of its affiliates to terminate
or lessen such person’s employment or other relationship with the Company or any affiliate, or


 









     


     


    

 


(b)     
 directly or indirectly solicit any then-current customer or business partner of the Company or any affiliate to terminate, alter,
or modify its relationship with the Company or any affiliate.


 


	5.	Notwithstanding the restrictions in this Exhibit A, nothing
herein prohibits:



 


(a)     
the Participant from making general advertisements for employment or engagement, so long as such advertisements are not specifically
targeted at any employees, consultants, or independent contractors of the Company or any affiliate, or


 


(b)     
any other person or entity from hiring, inducing, or attempting to induce, solicit, or encourage any employee or other service
provider of the Company or any of its affiliates to leave their employ or service, provided that the Participant does not directly or
indirectly participate in or direct the prohibited activity and provided further that this clause (b) of paragraph 5 shall not apply
with respect to the solicitation of any employee of the Company who is at that time an executive officer of the Company or an employee
of the Company directly reporting to any such executive officer.


 


(c)     
Participant or any of Participant’s affiliates may own an aggregate of not more than 5% of the outstanding stock of any class
of any corporation, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a
member of a national securities exchange, without violating the provisions of this Exhibit A, provided that neither Participant nor any
of Participant’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation
and is not involved in the management of such corporation.


 


6.       The
Participant agrees that during the Prohibited Period, and at all times thereafter, the Participant will not, in public or in private and
whether orally or in writing, make (or encourage any other third party to make) any disparaging or defamatory comments regarding (or otherwise
place in a false light or criticize) the Company or any affiliate, or any of the Company’s or its affiliates’ business, products,
policies, decisions, or current or former directors, officers, members, partners, or employees in any respect or make any comments concerning
any aspect of the Participant’s relationship with the Company or any affiliate or any conduct or events that precipitated any termination
of the Participant’s employment with or service to the Company or any affiliate. However, the Participant’s obligations under
this Section 6 shall not prohibit the Participant from making a good faith report of possible violations of applicable law to any
governmental agency or entity, from making disclosures that are protected under the whistleblower provisions of applicable law, or from
making any other truthful disclosures required by applicable law, regulation, or order of a court or governmental agency.


 


7.       The
Participant acknowledges and agrees that: (a) the Company’s Confidential Information is of great competitive importance and
commercial value to the Company; (b) the purpose of the covenants set forth in this Exhibit A (the
 “Covenants”) is to protect the Company’s Confidential Information as well as its goodwill, trade
secrets and other Confidential Information of the Company and its affiliates; (c) improper use or disclosure by Participant is
likely to result in unfair or unlawful competitive activity; (d) because of the nature of the business in which the Company and its
affiliates are engaged and because of the nature of the Confidential Information to which the Participant has or will have access,
it would be impractical and excessively difficult to determine the actual damages of the Company and its affiliates in the event the
Participant breached any such covenants; and (e) remedies at law (such as monetary damages) for any breach of the
Participant’s obligations under the Covenants would be inadequate. The Participant therefore agrees and consents that if the
Participant commits any breach of a Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right
or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without
posting any bond or other security and without the necessity of proof of actual damage.


 






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The parties expressly represent
that the Covenants are reasonable in all respects and are necessary to protect the legitimate business interests of the Company and its
affiliates. The parties further acknowledge and agree that the Company and its affiliates conduct the Business on a worldwide basis and
the Participant will have Confidential Information regarding the business conducted by the Company and its affiliates in each location
where it is conducted and the Participant will be materially associated with the Company’s and its affiliates’ goodwill. The
Participant expressly acknowledges and agrees that any violation of the Covenants would inevitably cause the Participant to disclose Confidential
Information of the Company and its affiliates.


 


If any portion of the Covenants
is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which
shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without
limiting the generality of the foregoing, if the covenants set forth in this Exhibit A are found by a court or an arbitrator to be unreasonable,
the Participant and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted
for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law. If any of the Covenants are determined to be wholly or partially unenforceable in any jurisdiction,
such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.


 


8.        In
the event that Participant terminates for Good Reason or the Company terminates the Participant’s employment for reasons other than
(a) Cause or (b) the Participant’s death or Disability, the Company shall, subject to the execution of the Release (as defined in
7(c) of the Plan), pay the following amounts to the Participant:


 


(a) Subject to Participant’s
execution of the Release, a lump sum cash payment in an amount equal to 1.5 times the sum of (A) the Participant’s Base Salary and
(B) the Participant’s Target Annual Bonus amount for the year immediately preceding the year of the Participant’s termination
(or, if the Participant did not have a Target Annual Bonus opportunity for such preceding year, the Target Annual Bonus amount for the
year of the Participant’s termination);


 


(b) an amount
equal to the cost of 18 months of continuation coverage premiums for medical coverage for the Participant and his or her eligible
dependents (to the extent such dependents are covered under the Company’s group health plan immediately prior to the date of
termination) under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”) at the subsidized
rates that active employees pay to effectuate similar coverage; and


 






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(c) Subject to Participant’s
execution of the Release, the payments and benefits provided for in Section 4(a)(ii) and Section 4(a)(iii) of the Plan in the same form
as provided for therein;


 


9.       In
the event a Change of Control (as defined in the LTIP) occurs and Participant terminates for Good Reason during a Change of Control Period,
as defined below, or the Company terminates the Participant’s employment for reasons other than (a) Cause or (b) the Participant’s
death or Disability during a Change of Control Period, the Company shall, subject to the execution of the Release (as defined in 7(c)
of the Plan), pay the following amounts to the Participant:


 


(a) Subject to Participant’s
execution of the Release, a one-time payment of 2.5 times the sum of Participant’s Base Salary plus Target Annual Bonus (in each
case, as then in effect), which shall be paid in a lump-sum on the first administratively feasible payroll date following the date the
Release becomes binding; and


 


(b) Subject to Participant’s
execution of the Release, the payments and benefits provided for in Section 8(b) and 8(c) of this Agreement in the same form as provided
for herein;


 


For purposes of this Participation Agreement,
 “Change of Control Period” means the period commencing on the date on which a Change of Control occurs and ending on the first
anniversary of the date on which a Change of Control occurs.


 






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