EX-10.43 LETTER



 






Exhibit 10.43









Joseph M. Scaminace

Chairman & Chief Executive Officer




September 7, 2005




Ms. Valerie Gentile Sachs




Dear Valerie:



I am pleased to offer you the position of Vice President, General Counsel and Secretary, reporting
to me. You will be the Chief Legal Officer of OM Group, Inc., and a member of our Executive
Committee. As Chief Legal Officer you will be responsible for the oversight and management of all
legal operations and activities of the company. We have tremendous challenges ahead as we grow the
business and set clear expectations and standards for our organization. I am excited about the
contribution I know you will make to our performance.



The following confirms the terms of our offer:




	1.	 	First year base salary of $325,000, with an annual salary and performance review in
February, 2006, and each year thereafter.






	2.	 	Your start date will be September 26, 2005.






	3.	 	You will participate in our key management short term incentive plan under which you
will be eligible to receive an annual cash bonus for each fiscal year of the Company ending
during your employment. Under the program, the Compensation Committee in consultation with
me awards bonuses at its discretion based on individual performance and company results.
The target amount of your bonus is 50% of your base salary although your actual bonus could
be greater or lesser (0% to 100%) based on the level of achievement of established
performance goals. Your bonus will be paid in accordance with the Company’s practices for
senior executives and is typically payable in February of each year. For the Company’s
fiscal year ending December 31, 2005, you are guaranteed to receive a bonus of $200,000.





World Headquarter

127 Public Square — 1500 Key Tower — Cleveland, OH 44114-1221

Tel. 216.263.7475 — Fax 216.263.7757 — Email joe.scaminace@na.omgi.com









 








 











	4.	 	In addition to your salary and bonus, you will be awarded stock options to purchase
50,000 shares of the Company’s common stock. Options are priced on the date of grant and
will vest 33 1/3 % per year for each full year of your continuous employment commencing on
the first anniversary of the date of grant. The date of grant will be your first day of
employment. Thereafter stock options are typically granted in February of each year and
you will be eligible to receive additional grants (starting in February 2006) in accordance
with the Company’s practices for senior executives.






	5.	 	You will be immediately eligible to participate in all of the Company’s executive
compensation plans, including any management incentive plans, life insurance plans,
deferred compensation plans, supplemental retirement plans and equity plans, in which
senior executives of the Company participate.






	6.	 	We will provide you with a car allowance in the amount of $1,500 per month. This
allowance is intended to cover all costs, which include but are not limited to the purchase
or lease price of a vehicle, insurance, registration, maintenance, taxes, etc. The
allowance will be included in your paycheck on the first pay period of each month.






	7.	 	You are eligible for four (4) weeks of paid vacation and five (5) personal days of paid
time off immediately.






	8.	 	You are eligible for participation in the Company’s employee benefit and welfare plans,
including the Company’s Profit Sharing and Retirement Savings Plan (and any other plans
providing for retirement benefits), medical, dental, vision, hospitalization, life or
disability insurance and flexible spending . Your benefits will become effective on your
start date. Enclosed are the highlights of our benefit plans.






	9.	 	You will be reimbursed for your club and athletic dues and fees up to $7,600 annually.







	10.	 	We will pay your annual American, Ohio and Cleveland Bar Association dues.







	11.	 	We will pay for indoor assigned parking for you at the Company’s headquarters.






	12.	 	We will enter into an agreement relative to change of control with you within seven (7)
days of your start date. The agreement will be in the form approved for all other
similarly situated senior executives.






	13.	 	Within thirty (30) days of your start date we will enter into an agreement relative to
severance (one year base and bonus at target) in the event of (i) your termination without
cause, or (ii) your departure from the company as a result of a material change in your
reporting structure, including the termination or departure of Joseph Scaminace as Chief
Executive Officer of the company. This severance agreement will be for a term of three (3)
years and may be renewed at the discretion of the Compensation Committee.





World Headquarter

127 Public Square — 1500 Key Tower — Cleveland, OH 44114-1221

Tel. 216.263.7475 — Fax 216.263.7757 — Email joe.scaminace@na.omgi.com









 









 










     Please confirm your agreement to accept this position by returning one copy of this letter; you may
retain one copy for your records. We look forward to your start date and to working with you.



Sincerely,






/s/ Joseph M. Scaminace






Joseph M. Scaminace

Chief Executive Officer




Agreed to
this ____ day of ____________, 2005






______________________________________________

Valerie Gentile Sachs



World Headquarter

127 Public Square — 1500 Key Tower — Cleveland, OH 44114-1221

Tel. 216.263.7475 — Fax 216.263.7757 — Email joe.scaminace@na.omgi.com