Exhibit 10.9
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 1, 2025, is among Trinseo Europe GmbH, a Swiss limited liability company (Gesellschaft mit beschrӓnkter Haftung) (the “Company”), Bregje Roseboom-Van Kessel of Bergdhaldenstrasse, 52D 8053, Zurich , Switzerland (the “Executive”).
W I T N E S S E T H
WHEREAS, the Company desires to continue to employ the Executive as Senior Vice President, Corporate Development, Investor Relations & Treasury of the Company and to pay all of the Executive’s compensation and other benefits described in this Agreement; and
WHEREAS, the Company and the Executive desire to update the terms and conditions of such employment by entering into this Agreement which shall define the terms of the Executive’s employment with the Company.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises con-tained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | POSITION AND DUTIES. |
| 4. | ANNUAL BONUS. |
| 5. | EMPLOYEE BENEFITS. |
| (a) | DEATH. Automatically upon the date of death of the Executive. |
For purposes of this Section 6(b), 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.
| 7. | CONSEQUENCES OF TERMINATION. |
| (i) | any unpaid Base Salary through the date of termination; |
| (b) | TERMINATION FOR CAUSE BY THE COMPANY; TERMINATION BY |
THE EXECUTIVE. If the Executive’s employment is terminated (x) by the Company for Cause or (y) by
the Executive for whatsoever reason, the Company shall pay to the Executive the Accrued Benefits; except for Section 7(a) (iii). If the Executive terminates the Agreement, then the Company may elect to: (i) accelerate the Executive’s termination date which shall not be considered a termination by the Company without Cause; and (ii) transition Executive’s duties and responsibilities to others during the notice period. However, in the event that the Executive terminates the Agreement and the Company elects to accelerate the Executive’s termination date, then the Executive will continue to receive Base Salary through the expiration of the notice period.
| (i) | the Accrued Benefits; |
an amount equal to one (1.0) multiplied by the sum of the Executive’s then current annual Base Salary and Target Bonus for the year of termination, paid in equal monthly installments for a period of twelve (12) months following such termination. Payments and benefits provided in this Section 7(c) shall be offset by Base Salary payments made during (i) any notice period as defined in Section 2 where the Executive has been relieved of responsibilities, and (ii) any monthly extension that corresponds to the number of months by which the notice period is extended based art. 336c CO, provided that the aggregate severance benefits payable hereunder shall be no less than as required by applicable law.
A “Material Covenant Violation” shall mean a breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or any of the Company’s or Parent’s direct or indirectly controlled subsidiaries (each an “Affiliate”) that causes material and demonstrable harm to the Company and/or any Affiliate.
| (d) | CHANGE IN CONTROL. |
| 10. | RESTRICTIVE COVENANTS. |
If to the Executive:
At the address (or to the facsimile number) shown in the books and records of the Company.
If to the Company:
Trinseo Europe GmbH
c/o Trinseo LLC
Chief Legal Officer
And
With a copy (which shall not constitute notice hereunder) to:
Trinseo Europe GmbH
c/o Trinseo LLC
Chief Human Resources Officer Zugerstrasse 231
Horgen, CH-8810, Switzerland
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Trinseo Europe GmbH | Executive |
Signature: /s/ Francesca Reverberi | Signature: /s/ B. van Kessel |
Name: Francesca Reverberi | Name: B. van Kessel |
Title: SVP Plastics | Title: SVP Corp Dev, IR, Treasury |
Date: 29 July 2025 | Date: 12 Aug 2025 |
Employment Agreement Signature Page
EXHIBIT A GENERAL RELEASE
I, , in consideration of and subject to the performance by Trinseo Europe GmbH. (together with its Affiliates, the “Company”), of its obligations under the Employment Agreement, dated as of [●] (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective Affiliates and all present, former and future directors, officers, employees, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
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the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law at the time I sign this General Release, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any right to the Accrued Benefits or indemnity.
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into this General Release, may have materially affected this General Release and my decision to enter into it.
| 14. | This General release is subject to the substantive laws of Switzerland. |
BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
| 1. | I HAVE READ IT CAREFULLY; |
| 2. | I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; |
| 3. | I VOLUNTARILY CONSENT TO EVERYTHING IN IT; |
| 4. | I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUN-TARILY; AND |
| 5. | I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRE-SENTATIVE OF THE COMPANY AND BY ME. |
SIGNED: DATED:
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