Unassociated Document


    
      EXECUTION
        COPY

    

     

    SEPARATION
      AGREEMENT AND GENERAL RELEASE

     

    THIS
      SEPARATION AGREEMENT AND GENERAL RELEASE, dated as of APRIL 1, 2007 (the
“Agreement”),
      by
      and between CHEMTURA CORPORATION, a DELAWARE corporation (the “Company”)
      and
      MARCUS MEADOWS-SMITH (the “Executive”).

     

    WHEREAS,
      the Company and the Executive have agreed to the Executive's resignation as
      an
      officer of the Company, and as a director and/or officer of each subsidiary
      and
      affiliate of the Company, as applicable;

     

    WHEREAS,
      the Company wishes to terminate the Executive’s employment as set forth in this
      Agreement; and

     

    WHEREAS,
      except as otherwise set forth herein, the parties intend that this Agreement
      shall set forth the terms, respectively, of the Executive’s resignation and
      termination and that this Agreement shall supersede all prior agreements between
      the parties regarding the subject matter contained herein.

     

    NOW,
      THEREFORE, in consideration of the covenants and agreements hereinafter set
      forth in this Agreement, the parties hereto hereby agree as
      follows:

     

    1. Termination;
      Resignation. The Executive’s employment with and service to the Company and each
      of its subsidiaries and affiliates (collectively, the “Company Group”), as
      applicable, hereby is terminated and the Executive hereby resigns from each
      and
      every position, office and directorship with the Company Group, as of May 31,
      2007 (the “Separation Date”).

     

    2. Severance
      Payments and Benefits. In consideration of the covenants set forth herein and
      the waiver and release of claims set forth below, and provided,
      that
      the
      Executive does not revoke this Agreement during the Revocation Period (as
      defined below), the Company shall provide the Executive with the following
      severance payments and benefits:

     

    (a) Severance
      Payments.
      The
      Company shall pay the Executive separation pay equal to 52 weeks of his base
      salary at the current annual rate of $425,000. This separation pay will
be
      paid in substantially equal installments, in accordance with the Company’s
      regular payroll practices (but in no event less than biweekly), and commencing
      on the next regularly scheduled payroll date that is
      at
      least ten (10) business days after the Effective Date, as defined below (the
      “Severance
      Period”);
      provided,
      however, that
      all
      separation pay shall be paid by and the Severance Period shall not extend past
      March 15, 2008. In
      addition, if as of the twelve month anniversary of the Effective Date the
      Executive is not employed (or engaged in self-employment), then not more than
      ten (10) business days after the last day of the month in which the eighteen
      month anniversary of the Effective Date falls, the Company shall pay to the
      Executive a lump sum payment equal to 26 weeks of base salary ($212,500)
      multiplied by the "Mitigation
      Factor."
      The
      Mitigation Factor shall mean a fraction, the numerator of which is the total
      number of days the Executive is employed (or engaged in self-employment as
      defined in Addendum A) in any capacity between the twelve month and eighteen
      month anniversaries of the Effective Date, and the denominator of which is
      182.
      Addendum 1 includes additional details regarding eligibility for the separation
      pay that is subject to the Mitigation Factor.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (b) Annual
      Bonus.
      The
      Executive will not be eligible for any bonus for calendar year 2007, or any
      prior or subsequent year. 

     

    (c) Treatment
      of Equity-Based Compensation.
      Except
      as otherwise provided in this Section 2(c), the Executive’s rights as of the
      Separation Date with respect to all equity-based compensation awards previously
      granted or awarded to the Executive under any equity-based compensation plan
      of
      the Company, including, without limitation, the
      1998
      Long-Term Incentive Plan (the “1998
      LTIP”),
      the
      2006 Chemtura Corporation Long-Term Incentive Plan (the “2006
      LTIP”,
      and,
      together with the 1998 LTIP and the individual grant documents, the
“Equity
      Plans”),
      including the Executive’s rights with respect to vesting, exercise and
      expiration of such awards, shall be determined in accordance with and subject
      to
      the terms of the applicable Equity Plan.

     

    (i) Stock
      Options.
      The
      Executive may exercise any employee stock options granted under the Equity
      Plans
      that are outstanding, vested and unexercised as of the Separation Date, in
      accordance with the terms of the applicable Equity Plan until the earlier of
      December 31, 2007, or the original expiration date of the stock option as stated
      at the time of grant. With respect to the 35,000 stock options that were awarded
      to the Executive on November 23, 2004, the Company will cause the remaining
      11,667 stock options that are not yet vested to become vested as of the
      Separation date. All other options granted under the Equity Plans that are
      outstanding but unvested as of the Separation Date shall be forfeited as of
      the
      Separation Date. Attached hereto as Attachment 1 is a list of the Executive’s
      outstanding, vested and unexercised stock option awards as of the Separation
      Date and the expiration date for each such award.

     

    (ii) Restricted
      Stock.
      With
      respect to the 15,000 restricted shares awarded to the Executive under the
      1998
      LTIP on February 23, 2005 (in respect of the 2005-2007 LTIP Award Agreement),
      the Company has delivered to the Executive 6,000 shares, representing that
      portion of the 2005-2007 LTIP Award earned as of the Separation Date. The
      remaining 9,000 shares, representing that portion of the 2005-2007 LTIP not
      earned as of the Separation Date shall be forfeited as of the Separation Date.
      With respect to the 5,800 restricted shares awarded to the Executive on January
      31, 2006, the Company has delivered to the Executive 2,900 shares representing
      that portion of the grant that has vested as of the Separation date. The Company
      will cause the remaining 2,900 shares that are not yet vested to become vested
      as of the Separation date. All other restricted share grants under the Equity
      Plans that are outstanding but unvested as of the Separation Date shall be
      forfeited as of the Separation Date. Attached hereto as Attachment 2 is a list
      of the Executive’s outstanding, vested restricted share awards as of the
      Separation Date.

     

    (d) Pension.
      401(k) Plan. Supplemental Savings Plan.
      The
      Executive shall
      retain
      his right to any benefits vested through the Separation Date under the Scottish
      Widows Group Personal Pension Z03R6393 (the
      “Pension
      Plan”).
      The
      Executive shall cease to be a Participant in the Pension Plan, the Chemtura
      Corporation Employee Savings Plan (the “401(k)
      Plan”)
      and
      the Chemtura Corporation Supplemental Savings Plan (the “SSP”)
      as of
      the Separation Date. In addition, the Company shall fully vest any unvested
      portion of the Executive’s account balance in the SSP account as of the
      Separation Date. At
      the Executive’s direction and in accordance with the terms of the applicable
      Plan, the Company will following the Separation Date cause the 401(k) Plan
      to
      distribute an amount equal to the then-vested
      balance in the Executive’s 401(k) Plan account. Such amount will be paid to the
      Executive or to a qualified rollover account as the Executive shall elect.
      In
      addition, in accordance with the Executive’s prior election and otherwise in
      accordance with the terms of the SSP, the Company will cause the SSP to pay
      to
      the Executive the balance in the Executive’s SSP Account, after withholding such
      amount as is required to satisfy tax withholding requirements. A statement
      of
      the Executive’s benefits under these Plans shall be provided to the Executive
      separately.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (e) Medical,
      Dental and Vision Insurance.
      If so
      elected by the Executive, the Executive and, as applicable, his eligible
      dependents shall continue to be eligible to participate in the Company’s group
      medical, dental and vision insurance programs at the active employee rates,
      until the earlier of 12 months after the Separation Date and the date on which
      the Executive becomes eligible to participate in another group health plan,
      provided, that the Executive and, as applicable, his dependents, are eligible
      for and have elected to participate in such Company group health programs as
      of
      the Separation Date. The Executive agrees to promptly notify the Company in
      writing in the event that the Executive becomes eligible for coverage under
      another group health plan following the Separation Date. Any coverage elected
      by
      the Executive for him and/or his eligible dependents pursuant to this Section
      2(e) shall be pursuant to the Consolidated Omnibus Reconciliation Act of 1986
      ("COBRA"),
      and
      will run concurrent with and be applied toward any continuation coverage period
      for which the Executive and/or his eligible dependents are eligible under COBRA.
      Specific information regarding COBRA will be sent to the Executive
      separately.

     

    (f) Life
      and Disability Insurance.
      Following the Separation Date, the Executive and, as applicable, his eligible
      dependents shall continue to be eligible to participate in the Company’s group
      life insurance and group long-term disability insurance programs, on the same
      terms and conditions as active employees, until the earlier of 12 months after
      the Separation Date and the date on which the Executive first becomes eligible
      to participate in another group life and/or group long-term disability plan,
      provided,
      that
      the
      Executive and, as applicable, his dependents are eligible for and have elected
      to participate in such benefits programs as of the Separation Date. The
      Executive agrees to promptly notify the Company in writing in the event that
      the
      Executive is eligible after the Separation Date for coverage under another
      group
      life insurance program or group long-term disability program, as the case may
      be. 

     

    (g) Accrued
      Vacation.
      The
      Company shall pay the Executive no later than seven (7) business days after
      the
      Separation Date, or such earlier date as required by applicable law, for any
      vacation that is accrued but unused as of the Separation Date, minus withholding
      and other applicable deductions.

     

    (h) Outplacement
      Services.
      Up to
      twelve (12) months of outplacement services will be made available to the
      Executive through the Company’s vendor, Lee Hecht Harrison. The Executive must
      use the Company’s vendor, and the value of this benefit will not be available to
      the Executive in cash. More detail regarding this benefit, including when and
      where it will be available to the Executive, will be provided
      separately.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (i) Automobile.
      As soon
      as reasonably practicable after the Effective Date, the Company shall assign
      and
      transfer ownership to the Executive of the Executive’s current Company-provided
      car, free and clear of all encumbrances. The Company shall thereafter have
      no
      further obligation for insurance, maintenance or other expense associated with
      such Company car, and the Executive shall be responsible for paying all federal,
      state and local income and employment taxes imposed in connection with such
      assignment and transfer.

     

    (j) Relocation
      Expenses.
      

     

    (i) To
      the
      extent relocation assistance is not offered to the Executive by any new employer
      and the Executive has not directly or indirectly requested the new employer
      to
      not offer or provide such assistance, the Company shall reimburse the Executive,
      upon presentation of appropriate documentation and otherwise in accordance
      with,
      as applicable, the Company’s corporate relocation and/or corporate expense
      reimbursement policy in effect at such time, for eligible expenses the Executive
      incurs between the date hereof and July 1, 2008 in connection with (a) the
      sale
      of his Connecticut home (located at 249 South Street, Middlebury, Connecticut
      06762) and (b) the relocation of his family and household belongings from
      Middlebury, Connecticut to a location that is at least 50 miles from Middlebury,
      Connecticut (such distance to be determined in accordance with applicable US
      tax
      regulations regarding moving expenses); provided,
      however,
      that
      such relocation is initiated before April 1, 2008 and completed in all respects
      by July 1, 2008.

     

    (ii) The
      Company shall reimburse the Executive, upon presentation of appropriate
      documentation and otherwise in accordance with, as applicable, the Company’s
      corporate relocation and/or corporate expense reimbursement policy in effect
      at
      such time, for eligible expenses the Executive incurs between the date hereof
      and December 31, 2007, in connection with travel by the Executive and his
      immediate family between the United States and the United Kingdom. Such
      reimbursements in the aggregate shall not exceed $5,000.

     

    The
      Company shall reimburse the Executive, upon presentation of appropriate
      documentation and otherwise in accordance with the Company’s UK relocation
      policy in effect at such time, for eligible expenses related to real estate
      agent and solicitor fees, and packing, removal and storage of household goods
      that the Executive incurs between the date hereof and April 1, 2008, in
      connection with the sale of his United Kingdom home (located at Lower Church
      Farm, Speldhurst Hill, Speldhurst, Tumbridge Wells, TN3 0NJ).

    


    (k) Financial
      Planning and Tax Assistance.
      The
      Company shall pay the Executive $7,500 for financial planning services, and
      tax
      assistance services. This one-time cash payment will be
      paid on the next regularly scheduled payroll date that is
      at
      least ten (10) business days after the Effective Date, as defined below. The
      Executive shall not be entitled to and the Company will not pay, reimburse
      or
      otherwise have any further obligation to the Executive in respect of financial
      planning, tax or other similar services, whether for 2007 or any subsequent
      year.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (l) No
      Other Compensation or Benefits.
      Except
      as otherwise specifically provided herein or as required by Section 4980B(f)
      of
      the Internal Revenue Code of 1986, as amended (relating to “COBRA”
      coverage) or other applicable law, the Executive shall not be entitled to any
      compensation or benefits under or to participate in any past, present or future
      employee benefit plans programs or arrangements of any member of the Company
      Group (including, without limitation, pursuant to the Chemtura Corporation
      Executive and Key Employee Severance Plan, or any other plan, program or
      arrangement providing severance or similar benefits) on or after the Separation
      Date, or otherwise arising out of or relating to the Executive’s resignation as
      an officer of the Company, the Executive’s separation from employment with the
      Company Group, or the actions contemplated by this Agreement. Nothing in this
      Agreement shall require the Company Group or any member thereof to continue
      any
      employee benefit plan, or obligate the Company Group or any member thereof
      to
      provide or make available to the Executive any particular employee benefit,
      and
      the Company reserves the right to amend, modify or terminate any employee
      benefit plan, program or arrangement at any time, for any reason, in accordance
      with its terms and applicable law.

     

    3. Return
      of
      Property. The Executive shall, on or prior to the Separation Date, surrender
      to
      the Company any and all property of the Company Group in the Executive’s
      possession or under his control and all property made available to the Executive
      in connection with her employment by the Company, including, without limitation,
      all (i) confidential or proprietary information concerning the Company Group
      or
      any of its customers or operations, (ii) original and duplicate copies of all
      of
      his work product, (iii) keys, security access codes, Company credit cards,
      files, calendars, books, records, notes, notebooks, customer lists, proposals
      to
      customers, manuals, computer programs, papers, electronically stored information
      and any other magnetic and other media materials, including any duplicate
      copies, as applicable, (iv) computer equipment (including any desktop and/or
      laptop computers, handheld computing devices, home systems, printers, computer
      disks and diskettes) and fax machines. The Executive may retain the cellular
      telephone, although the Company will not maintain the service past the
      termination date. 

     

    4. Cooperation.
      From and after the Separation Date, the Executive shall cooperate in all
      reasonable respects with the Company Group and their respective directors,
      officers, attorneys and experts in connection with the conduct of any action,
      proceeding, investigation or litigation involving the Company Group, and about
      which the Executive may have relevant information. Such cooperation and
      assistance shall be provided at a time and in a manner which is mutually and
      reasonably agreeable to the Executive and the Company, and shall include
      providing information and documents, submitting to depositions, providing
      testimony and general cooperation to assist the Company.

     

    5. Unfavorable
      Comments; Confidentiality of this Agreement.

     

    (a) Public
      Comments by the Executive.
      The
      Executive agrees to refrain from making, directly or indirectly, now or at
      any
      time in the future, whether in writing, orally or electronically: (i) any
      derogatory comment concerning the Company Group or any of their current or
      former directors, officers, employees or shareholders, or (ii) any other comment
      that could reasonably be expected to be detrimental to the business or financial
      prospects or reputation of the Company Group.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (b) No
      Publications.
      The
      Executive covenants and agrees that, for a period commencing on the Separation
      Date and continuing for one year thereafter, unless he gets written permission
      in advance from the Company, he will refrain from publishing any book, article
      or other written material involving or relating to the Company or any other
      member of the Company Group, their respective directors, officers or employees
      (any such book, article or other written material, a “Publication”),
      and
      from collaborating in or providing any information in connection with the
      preparation of a Publication that is distributed or disseminated to the general
      public or any group or segment thereof, including, without limitation, any
      trade
      or industry. It shall not be a violation of this covenant (i) if the Executive
      provides information to a person whom he does not know, and has no reasonable
      basis for knowing, is a journalist, reporter, author, editor, publisher or
      other
      person involved in print or other media (each, an “Author”),
      unless the Executive knows, or has a reasonable basis for knowing, that such
      person intends to forward such information to an Author who uses it in a
      Publication involving or relating to the Company or any other member of the
      Company Group, their respective directors, officers or employees or (ii) if
      the
      Executive provides information that does not involve or relate to the Company
      or
      any other member of the Company Group, their directors, officers or employees
      to
      an Author and does not know, and has no reasonable basis for knowing, that
      such
      Author will use such information in a Publication involving or relating to
      the
      Company or any other member of the Company Group, their respective directors,
      officers or employees.

     

    (c) Confidentiality
      of this Agreement.
      The
      Executive agrees that the terms of this Agreement (other than the fact of the
      Executive’s separation of employment from the Company and the date thereof) are
      confidential and that the Executive may not disclose any of such terms to any
      other person other than his attorney, financial or tax adviser, accountant
      or
      spouse, provided,
      that the
      Executive shall be responsible for any breach of confidentiality by any such
      individual. The Executive agrees that he shall instruct his attorney, financial
      and tax adviser, accountant and spouse not to disclose such terms to any other
      person.

     

    (d) Permitted
      Disclosure.
      The
      provisions of this Section 5 shall not preclude or restrict the Executive from
      truthfully, (i) making any disclosure required by law, or (ii) testifying or
      otherwise assisting in any investigation by or before any governmental,
      regulatory or self-regulatory body or agency with jurisdiction over the
      activities of the Company.

     

    6. Confidentiality;
      Non-Solicitation; Non-Competition.

     

    (a) Confidential
      Information.
      The
      Executive agrees that he will not at any time, directly or indirectly, reveal
      to
      any person, entity or other organization (other than the Company Group or their
      respective employees, officers, directors, shareholders or agents) or use the
      for Executive’s own benefit any information deemed to be confidential by any
      member of the Company Group ("Confidential
      Information")
      relating to the assets, liabilities, employees, goodwill, business or affairs
      of
      any member of the Company Group including, without limitation, any trade
      secrets, information concerning past, present or prospective customers,
      manufacturing processes, marketing data, or other confidential information
      used
      by, or useful to, any member of the Company Group and known (whether or not
      known with the knowledge and permission of any member of the Company Group
      and
      whether or not at any time prior to the Executive’s employment with the Company
      developed, devised, or otherwise created in whole or in part by the efforts
      of
      the Executive) to the Executive by reason of the Executive’s employment by,
      shareholdings in or other association with any member of the Company Group.
      Notwithstanding anything in this Section 6(a) to the contrary, in the event
      that
      the Executive becomes legally compelled to disclose any Confidential
      Information, the Executive shall provide the Company with prompt written notice
      so that the Company may seek a protective order or other appropriate remedy.
      In
      the event that such protective order or other remedy is not obtained, the
      Executive shall furnish only that portion of such Confidential Information
      or
      take only such action as is legally required by binding order and shall exercise
      his reasonable efforts to obtain reliable assurance that confidential treatment
      shall be accorded any such Confidential Information. For purposes of this
      Section 6(a) and the entirety of Section 6 of this Agreement, the Company Group
      shall be interpreted to include any predecessor or successor of the Company
      Group or any member thereof.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (b) Non-Solicitation.
      The
      Executive agrees that for the period commencing on the Separation Date and
      continuing for one year thereafter (the “Restricted
      Period”),
      the
      Executive shall not, without the prior written consent of the Company through
      it’s General Counsel (which consent the Company may grant or deny in it’s sole
      discretion), directly or indirectly, whether on his own, in association with
      or
      on behalf of any other person, firm, corporation or other business
      organization,
      whether
      as an individual proprietor or entrepreneur or as an officer, employee,
      director, partner, consultant, agent, stockholder or in any other capacity,
      (i)
      solicit, hire, or endeavor to entice away from the Company Group or any member
      thereof any person or entity who is, or during the period beginning 12 months
      prior to the Separation Date and continuing through the end of the Restricted
      Period was employed by or had served as an agent or key consultant of the
      Company Group or any member thereof, or (ii) solicit, hire, or endeavor to
      entice away from the Company Group or any member thereof, any person or entity
      who is, or during the period beginning 12 months prior to the Separation Date
      and continuing through the end of the Restricted Period was (or
      to the Executive’s knowledge or the knowledge of the public was reasonably
      anticipated to become) a customer or client, supplier,
      licensee or other business relation
      of the Company Group or any member thereof.
      As used
      herein the term “indirectly”
shall
      include without limitation, the Executive’s permitting the use of the
      Executive’s name to solicit away from or to interfere with any employee or
      business relationship of the Company Group. 

     

    (c) Non-Competition.
      

     

    (i) The
      Executive agrees that for the Restricted Period, the Executive shall not,
      without the prior written consent of the Company through it’s General Counsel
      (which consent the Company may grant or deny in it’s sole discretion), directly
      or indirectly whether on the Executive’s own, in association with or on behalf
      of any other person, firm, corporation or other business organization, whether
      as an individual proprietor or entrepreneur or as an officer, employee,
      director, partner, consultant, agent, stockholder or in any other capacity,
      Compete (as defined below) with the Company Group or any member
      thereof.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (ii) For
      purposes of this Agreement, the term “Compete”
means:
      (A) to engage or plan to engage in any business in which the Company Group
      or
      any member thereof is or has engaged during the period beginning 12 months
      prior
      to the Separation Date and continuing through the end of the Restricted Period;
      and/or (B) to take or plan to take a position, or otherwise perform or plan
      to
      perform any services that are materially similar to those provided by the
      Executive to the Company Group or any member thereof during the period beginning
      12 months prior to the Separation Date and continuing through the end of the
      Restricted Period, and/or that may result in the intentional, inadvertent or
      incidental use or disclosure of Confidential Information. The Company Group
      shall be deemed to be engaged in a business (1) where the Company Group or
      any
      member thereof has formally announced plans to engage in such business and/or
      (2) where the Executive has actual knowledge that the Company Group or any
      member thereof plans to engage in such business. 

     

    (d) Nothing
      herein shall prohibit the Executive from acquiring or holding any issue of
      stock
      or securities of any corporation which has any securities listed on a national
      securities exchange, provided that at any one time the Executive may not own
      more than five (5%) percent of the voting securities of any such
      corporation.

     

    (e) The
      Executive acknowledges that he has carefully read and considered the provisions
      of this Section 6 and, having done so, agrees that the restrictions set forth
      in
      this Section 6 (including, but not limited to, the duration and geographic
      scope
      of the restrictions set forth in this Section 6) are fair and reasonable and
      are
      reasonably required for the protection of the interests of the Company Group,
      and do not preclude the Executive from earning a livelihood, nor do they
      unreasonably impose limitations on the Executive’s ability to earn a living. The
      Executive further agrees that the potential harm to the Company Group from
      the
      non-enforcement of these restrictions outweighs any potential harm to the
      Executive.

     

    (f) If
      any of
      the provisions of this Section 6 are determined to be invalid or unenforceable
      to any extent, by reason of being vague or unreasonable as to area, duration
      or
      scope of activity, that portion of this Section 6 shall be considered divisible
      and shall immediately be reformed to the maximum area, duration and scope of
      activity as shall be determined to be enforceable by the court having
      jurisdiction over the matter. The Executive agrees that any such reformation
      shall be valid and binding as though any invalid or unenforceable provision
      had
      not been included herein.

     

    (g) In
      the
      event the Executive violates any provision of this Agreement as to which there
      is a specific time period during which the Executive is prohibited from taking
      certain actions or from engaging in certain activities, then in such event,
      such
      violation will toll the running of the applicable time period from the date
      of
      such violation until such violation will cease.

     

    7. Exclusive
      Property. The Executive confirms that all Confidential Information is and shall
      remain the exclusive property of the Company Group. All business records, papers
      and documents kept or made by the Executive relating to the business of the
      Company Group shall be and remain the property of the Company Group. The
      Executive further confirms that, on or prior to the Separation Date, the
      Executive shall have surrendered to the Company all copies and extracts of
      any
      written Confidential Information acquired or developed by the Executive during
      any such employment, shareholding or association, and that the Executive has
      not
      removed or taken from the premises of any member of the Company Group any
      written Confidential Information or any copies or extracts thereof. The
      Executive shall promptly make all disclosures, execute all instruments and
      papers and perform all acts reasonably necessary to vest and confirm in the
      Company Group, fully and completely, all rights created or contemplated by
      this
      Section 7.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    8. Certain
      Remedies. Without intending to limit the remedies available to the Company
      Group, the Executive agrees that a breach of any of the covenants contained
      in
      this Agreement may result in material and irreparable injury to the Company
      Group for which there is no adequate remedy at law, that it will not be possible
      to measure damages for such injuries precisely and that, in the event of such
      a
      breach or threat thereof, any member of the Company Group shall be entitled
      to
      seek a temporary restraining order or a preliminary or permanent injunction,
      or
      both, without bond or other security, restraining the Executive from engaging
      in
      activities prohibited by the covenants contained in this Agreement or such
      other
      relief as may be required specifically to enforce any of the covenants contained
      in this Agreement. Such injunctive relief in any court shall be available to
      the
      Company Group in lieu of, or prior to or pending determination in, any
      arbitration proceeding. 

     

    9. Release.

     

    (a) In
      consideration of the payments and benefits provided to the Executive under
      this
      Agreement, the Executive agrees to accept the compensation, payments, benefits
      and other consideration provided for in this Agreement in full resolution and
      satisfaction of, and hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, REMISES
      AND FOREVER DISCHARGES the Company Group from any and all agreements, promises,
      liabilities, claims, demands, rights and entitlements of any kind whatsoever,
      in
      law or equity, whether known or unknown, asserted or unasserted, fixed or
      contingent, apparent or concealed, which the Executive, his heirs, executors,
      administrators, successors or assigns ever had, now have or hereafter can,
      shall
      or may have for, upon, or by reason of any matter, cause or thing whatsoever
      existing, arising or occurring at any time on or prior to the date the Executive
      executes this Agreement, including, without limitation, any and all claims
      arising out of or relating to the Executive’s employment, shareholding,
      association, service, compensation and benefits with the Company Group and/or
      the termination thereof, and any and all contract claims, benefit claims, tort
      claims, fraud claims, claims for bonuses, commissions, sales credits, etc.,
      defamation, disparagement, or other personal injury claims, severance claims,
      claims related to any bonus compensation, claims for accrued vacation pay,
      claims under any federal, state or municipal wage payment, discrimination or
      fair employment practices law, statute or regulation, and claims for costs,
      expenses and attorneys’ fees with respect thereto, except that the Company’s
      obligations under this Agreement shall continue in full force and effect in
      accordance with their terms. This release and waiver includes, without
      limitation, any and all rights and claims under Title VII of the Civil Rights
      Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil
      Rights Act of 1866 (42 U.S.C. § 1981), as amended, the Employee Retirement
      Income Security Act, as amended, the Federal Age Discrimination in Employment
      Act, as amended (including the Older Workers Benefit Protection Act), the
      Americans with Disabilities Act, as amended, the Fair Labor Standards Act,
      as
      amended, the National Labor Relations Act, as amended, the Family and Medical
      Leave Act, as amended, the federal Worker Adjustment and Retraining Notification
      Act or any state or local equivalent, each as amended, the Connecticut Fair
      Employment Practices Act, Conn. Gen. Stat. 46a-58 et
      seq.,
      as
      amended, the Connecticut Family and Medical Leave Act, Conn. Gen. Stat. §
31-51kk et seq.,
      as
      amended, the Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. § 42-110a
et seq.,
      as
      amended, Connecticut wage and hour laws, Conn. Gen. Stat. § 31-58 et seq.,
      as
      amended, state tort and contract laws, and any other federal, state or local
      statute, ordinance, regulation, law or constitutional provision.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (b) For
      the
      purpose of implementing a full and complete release and discharge of claims,
      the
      Executive expressly acknowledges that this Agreement is intended to include
      in
      its effect, without limitation, all the claims described in the preceding
      paragraphs, whether known or unknown, apparent or concealed, and that this
      Agreement contemplates the extinction of all such claims, including claims
      for
      attorney’s fees. The Executive expressly waives any right to assert after the
      execution of this Agreement that any such claim, demand, obligation, or cause
      of
      action has, through ignorance or oversight, been omitted from the scope of
      this
      Agreement.

     

    (c) For
      purposes of this Section 9, the term “the
      Company Group”
      includes, individually or collectively, each respective past, present and future
      direct and indirect parents, subsidiaries, affiliates, divisions, employee
      benefit plans, predecessors, successors, insurers, and assigns, and each
      respective past, present and future officers, directors, shareholders,
      representatives, agents and employees, in their official and individual
      capacities, and all other related individuals and entities, jointly and
      individually, and this Section 9 shall inure to the benefit of and shall be
      enforceable by all such entities and individuals.

     

    (d) The
      Executive represents and warrants that he has not assigned any of the claims
      being released under this Section 9.

     

    (e) By
      signing this Agreement, the Executive hereby acknowledges and confirms that,
      in
      accordance with the requirements of the Older Workers Benefit Protection Act,
      the Executive was provided with the information appended hereto as Attachment
      3.

     

    (f) Nothing
      in this Agreement is intended to prevent or shall be construed as preventing
      the
      Executive from participating in any investigation or proceeding conducted by
      the
      Equal Employment Opportunity Commission (the “EEOC”)
      or
      similar government agency or from filing a charge of discrimination with the
      EEOC or similar government agency; provided,
      however,
      that no
      such action shall result in an award of damages (including without limitation
      punitive damages), costs, attorney’s fees, fines, penalties, or other relief to
      the Executive, whether monetary or otherwise (collectively, “Damages”),
      and
      the Executive waives any right to such Damages.

     

    10. Miscellaneous.

     

    (a) Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      hereto with respect to the matters covered hereby and, except as expressly
      set
      forth herein, supersedes and replaces any express or implied, written or oral,
      prior agreement, plan or arrangement with respect to the terms of the
      Executive’s employment and the termination thereof which the Executive may have
      had with the Company Group, including, without limitation, the Chemtura
      Corporation Executive and Key Employee Severance Plan. All prior and
      contemporaneous discussions and negotiations have been and are merged and
      integrated into, and are superseded by, this Agreement with respect to the
      matters contained herein. 

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (b) Modification;
      Amendment.
      This
      Agreement may not be changed orally, and no modification, amendment or waiver
      of
      any of the provisions contained in this Agreement, nor any future
      representation, promise or condition in connection with the subject matter
      of
      this Agreement shall be binding upon any party hereto unless made in writing
      and
      signed by such party.

     

    (c) No
      Admission of Wrongdoing.
      Nothing
      contained in this Agreement shall be deemed to constitute an admission or
      evidence of any wrongdoing or liability on the part of the Company Group, or
      any
      member thereof, nor of any violation of any federal, state or municipal statute,
      regulation or principle of common law or equity. The Company Group, and each
      member thereof, expressly deny any wrongdoing of any kind in regard to the
      Executive’s employment or termination.

     

    (d) Withholding
      Taxes.
      Any
      payments made or benefits provided to the Executive under this Agreement shall
      be reduced by any applicable withholding taxes.

     

    (e) Sufficiency
      of Consideration.
      The
      Executive understands and agrees that he is receiving compensation, payments
      and/or benefits under this Agreement which are in excess of those to which
      he is
      entitled from the Company Group, and that such compensation, payments and/or
      benefits are being provided to him in consideration for his acceptance,
      execution of and compliance with, and in reliance upon his representations
      in,
      this Agreement, and the Executive acknowledges that such consideration is
      adequate and satisfactory to him. 

     

    (f) Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Connecticut, without giving effect to the conflicts of laws
      principles thereof. 

     

    (g) Waiver.
      The
      failure of any party to this Agreement to enforce any of its terms, provisions
      or covenants shall not be construed as a waiver of the same or of the right
      of
      such party to enforce the same. Waiver by any party hereto of any breach or
      default by another party of any term or provision of this Agreement shall not
      operate as a waiver of any other breach or default.

     

    (h) Severability.
      In the
      event that any one or more of the provisions of this Agreement shall be held
      to
      be invalid, illegal or unenforceable, the validity, legality and enforceability
      of the remainder of the Agreement shall not in any way be affected or impaired
      thereby. Moreover, if any one or more of the provisions contained in this
      Agreement shall be held to be excessively broad as to duration, activity or
      subject, such provisions shall be construed by limiting and reducing them so
      as
      to be enforceable to the maximum extent allowed by applicable law.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    (i) Notices.
      Unless
      otherwise provided expressly herein, any notices required or made pursuant
      to
      this Agreement shall be in writing and shall be deemed to have been given when
      delivered or mailed by United States certified mail, return receipt requested,
      postage prepaid, as follows:

     

    if
      to the Executive:

     

    Marcus
      Meadows-Smith

    249
      South
      Street

    Middlebury,
      CT 06762

    


    if
      to the Company:

     

    Chemtura
      Corporation

    199
      Benson Road

    Middlebury,
      CT 06749

    ATTN.:
      General Counsel

     

    or
      to
      such other address as either party may furnish to the other in writing in
      accordance with this Section 10(i). Notices of change of address shall be
      effective only upon receipt.

     

    (j) Descriptive
      Headings.
      The
      paragraph headings contained herein are for reference purposes only and shall
      not in any way affect the meaning or interpretation of this
      Agreement.

     

    (k) Counterparts.
      This
      Agreement may be executed in one or more counterparts, which, together, shall
      constitute one and the same agreement.

     

    (l) Successors
      and Assigns.
      Except
      as otherwise provided herein, this Agreement shall inure to the benefit of
      and
      shall be binding upon (i) the Company, its successors and assigns, and any
      company with which the Company may merge or consolidate or to which the Company
      may sell all or substantially all of its assets and (ii) the Executive and
      the
      Executive’s executors, administrators, heirs and legal representatives. The
      Executive may not sell or otherwise assign his rights, obligations, or benefits
      under this Agreement and any attempt to do so shall be void.

     

    (m) Litigation.
      The
      parties shall use their best efforts and good faith to settle all disputes
      by
      amicable negotiations. Any judicial proceeding brought against any of the
      parties to this Agreement or any dispute arising out of this Agreement or any
      matter related hereto may be brought in the courts of the State of Connecticut
      or in the United States District Court for the State of Connecticut, and, by
      execution and delivery of this Agreement, each of the parties to this Agreement
      accepts the jurisdiction of said courts. Each of the Executive and the Company
      also agrees not to bring any action or proceeding arising out of or relating
      to
      this Agreement in any other court or forum. Each of the Executive and the
      Company waives any defense of inconvenient forum to the maintenance of any
      action or proceeding so brought and waives any bond, surety, or other security
      that might be required of the other party with respect thereto. Each party
      agrees that a final judgment in any action or proceeding so brought shall be
      conclusive and may be enforced by a suit on the judgment or in any other manner
      provided by law or at equity. For purposes of this Agreement, a “final
      judgment”
shall
      mean a judgment that cannot be appealed or is not appealed in the applicable
      time period.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    11. Execution
      and Return; Revocation. This
      Agreement must
      not be executed by the Executive prior to the Separation
      Date,
      and must
      be returned to the Company’s Executive Vice President, Human Resources not later
      than the Separation date, or the 45th
      day following
      the Executive’s receipt of this Agreement, whichever is later. This Agreement
      may be revoked by the Executive within the seven (7)-day period commencing
      on
      the date the Executive signs this Agreement (the “Revocation Period”). No such
      revocation by the Executive shall be effective unless it is in writing, signed
      by the Executive and received by the Company’s Executive Vice
      President,
      Human
      Resources prior to the expiration of the Revocation Period. In the event of
      any
      such revocation by the Executive, all obligations of the Company under this
      Agreement shall terminate and be of no further force and effect as of the date
      of such revocation. Because this Agreement affects the Executive’s legal rights,
      (including rights under the Age Discrimination in Employment Act of 1967, and
      the Older Workers Benefit Protection Act, each as amended), the Executive should
      and hereby is advised to consult with an attorney prior to signing this
      Agreement.

     

    12. Effective
      Date of Agreement. This Agreement shall not become effective until the day
      following the last day of the Revocation Period (the “Effective Date”). In the
      event that the Executive fails to execute this Agreement in its entirety and
      without modification and return this Agreement on a timely basis, or the
      Executive so executes, but then elects to revoke this Agreement within the
      Revocation Period, this Agreement will be of no force or effect, and neither
      the
      Executive or the Company Group will have any rights or obligations hereunder.
      

     

    13. Compliance
      with Code Section 409A. To the extent that Section 409A(a)(2)(B)(i) of the
      Internal Revenue Code (the “Code”) and the guidance thereunder would require any
      payment or benefit otherwise provided for by this Agreement to be delayed,
      such
      payment or benefit shall be made or commenced as soon as administratively
      feasible after the period of delay required by such Section of the Code and
      guidance. Without limiting the generality of the foregoing, all payments under
      this Agreement are intended to comply with Section 409A of the Code, and this
      Agreement will be administered and interpreted in accordance with such
      requirements and applicable guidance issued thereunder by the Internal Revenue
      Service and/or the Department of the Treasury. The Company reserves the right
      to
      modify the terms of this Agreement as necessary to comply with such Section
      of
      the Code and applicable guidance.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    IN
      WITNESS WHEREOF, the Company has executed this Agreement as of the date first
      set forth above and the Executive has executed this Agreement as of the date
      set
      forth below.

     

    
      	 	
              CHEMTURA
                CORPORATION

            
	 	 
	 	 
	 	 
	 	
              By:______________________________________

            
	 	
                    
                Name:

            
	 	
                    
                Title:

            


    

    


    


     

     

     

    [Remainder
      of page intentionally left blank]

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    BY
      SIGNING THIS AGREEMENT, THE EXECUTIVE ACKNOWLEDGES AND AFFIRMS THAT: (1) HE
      IS
      COMPETENT; (2) HE WAS AFFORDED A REASONABLE TIME PERIOD OF NOT LESS THAN 45
      DAYS
      TO REVIEW AND CONSIDER THIS AGREEMENT AND HAS BEEN ADVISED TO DO SO WITH AN
      ATTORNEY OF HIS CHOICE; (3) HE HAS READ AND UNDERSTANDS AND ACCEPTS THIS
      DOCUMENT AS FULLY AND FINALLY RESOLVING, WAIVING AND RELEASING ANY AND ALL
      CLAIMS AND RIGHTS WHICH HE MAY HAVE AGAINST THE COMPANY GROUP (AS DEFINED
      ABOVE), INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS AND RIGHTS UNDER
      THE
      FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT; (4) NO PROMISES OR INDUCEMENTS
      HAVE BEEN MADE TO HIM EXCEPT AS SET FORTH IN THIS AGREEMENT; AND (5) HE HAS
      SIGNED THIS AGREEMENT FREELY, KNOWINGLY AND VOLUNTARILY, INTENDING TO BE LEGALLY
      BOUND BY ITS TERMS.

    


     

    ACCEPTED
      AND AGREED:

    


     

    __________________________________

    MARCUS
      MEADOWS-SMITH

     

    Date:          

     

    


     

    STATE
      OF
      _____________________)

    .:ss

    COUNTY
      OF
      ____________________)

    


     

    On
      this
      ___ day of _______________(month), ___________(year), before me personally
      came__________, to me known, and known to me to be the person described in,
      and
      who executed, the foregoing Agreement, and who duly acknowledged to me that
      he
      executed the same.

     

    


    
      	 	
              ____________________________________________

            


    

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    

    


    


    ATTACHMENT
      1

    


    
      	 	 	 	 	 	 	 	 	 	 	 	 
	 
	
              STOCK
                OPTION SUMMARY AS OF MARCH 30, 2007

            
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              TOTAL

            	 	 	 	
              TOTAL

            	 	 	 	 
	
              GRANT

            	 	
              GRANTED

            	 	 	 	
              VESTED

            	 	 	 	 
	
              DATE

            	 	
              SHARES

            	 	
              FMV$

            	 	
              SHARES

            	 	 	
              VESTED
                SHARES EXPIRE

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              10/19/1999

            	 	
              500

            	 	
              $8.34375

            	 	
              500

            	 	 	
              12/31/2007

            	 
	
              10/31/2000

            	 	
              2,500

            	 	
              $8.15625

            	 	
              2,500

            	 	 	
              12/31/2007

            	 
	
              10/23/2001

            	 	
              2,500

            	 	
              $7.92

            	 	
              2,500

            	 	 	
              12/31/2007

            	 
	
              10/22/2002

            	 	
              3,000

            	 	
              $7.25

            	 	
              3,000

            	 	 	
              12/31/2007

            	 
	
              10/22/2003

            	 	
              3,000

            	 	
              $5.85

            	 	
              3,000

            	 	 	
              12/31/2007

            	 
	
              11/23/2004

            	 	
              35,000

            	 	
              $11.24

            	 	
              35,000

            	 	 	
              12/31/2007

            	 
	
              2/23/2005

            	 	
              45,000

            	 	
              $12.92

            	 	
              30,000

            	 	 	
              12/31/2007

            	 
	
              1/31/2006

            	 	
              17,400

            	 	
              $12.46

            	 	
              5,800

            	 	 	
              12/31/2007

            	 
	
              3/6/2006

            	 	
              45,000

            	 	
              $10.75

            	 	
              15,000

            	 	 	
              12/31/2007

            	 


    

    



    
      
        
        

      

      
        16

        
          

        

      

      
        
        

        EXECUTION
          COPY

      

    


    


    ATTACHMENT
      2

    


    


    
      	
              RESTRICTED
                SHARES SUMMARY AS OF MARCH 30, 2007

            
	 	 	 
	 	 	 
	
              GRANT
                DATE 

            	
              SHARES
                GRANTED 

            	
              SHARES
                VESTED ON SEPARATION DATE 

            
	 	 	 
	
              11/23/2004

            	
              13,500

            	
              0

            
	
              2/23/2005

               

            	
              15,000

               

            	
               

              6,000

              (delivered
                2/1/2007)

            
	 	 	 
	
              1/31/2006

               

            	
              5,800

               

            	
              2,900

              (delivered
                1/31/2007)

               

              2,900

              (to
                vest as of the Separation Date and to be delivered shortly
                thereafter)

            
	
              3/6/2006

            	
              15,000

            	
              0

            
	 	
               

              49,300

            	
              11,800

            
	 	 	 


    

    


    


    
      
        
        

      

      
        17