Item 5. Other Information.

On November 3, 2021, we entered into a letter agreement with Raphael Crawford (the “Letter Agreement”) with respect to his compensation as President of our Catalysts Global Business Unit. The terms of the Letter Agreement were approved by the Executive Compensation Committee, based in part upon consultation with Pearl Meyer, which serves as independent compensation consultants to the Executive Compensation Committee.

The Letter Agreement provides Mr. Crawford with an enhanced compensation opportunity in exchange for his support of our strategic review of our Catalysts segment if such review results in our divestiture of the Catalysts segment.

Under the terms of the Letter Agreement, we will pay Mr. Crawford (a) an annual incentive bonus under our annual incentive plan for 2021 (“2021 AIP Bonus”) and, (b) if the closing date of our divestiture of the Catalysts segment (the “Closing Date”) occurs after January 1, 2022, an amount based on his target annual incentive bonus under our annual incentive plan for 2022 that will be established for the Catalysts segment (“2022 Catalysts Bonus”), subject to certain adjustments. The 2021 AIP Bonus shall be paid no later than March 15, 2022 (the “AIP Bonus Date”) and the 2022 Catalysts Bonus shall be paid no later than thirty days following the Closing Date. In addition, we will pay Mr. Crawford a one-time, cash payment equivalent to 5% of his annual salary as in effect as of the date of the Letter Agreement (the “Retention Payment”) if he is employed on the Closing Date and remains employed until the date three months following the Closing Date, or, if earlier, the date he is terminated without cause (the date three months following the Closing Date or of such termination without cause, as applicable, the “Retention Payment Date”). Mr. Crawford’s eligibility to receive the 2021 AIP Bonus, the 2022 Catalysts Bonus, and the Retention Payment are subject to his continued employment through the AIP Bonus Date, the Closing Date, and the Retention Payment Date, respectively.

The Letter Agreement also provides for the accelerated vesting of certain outstanding equity incentive awards (the “LTI Award(s)”) previously granted to Mr. Crawford under our 2017 Incentive Plan. Pursuant to the Letter Agreement: (a) a portion of Mr. Crawford’s outstanding restricted stock units will vest on the Closing Date, and Mr. Crawford will be entitled to receive one share of common stock for each remaining restricted stock unit on the date or dates on which such restricted stock units would have vested under the applicable LTI Award; (b) a portion of Mr. Crawford’s outstanding stock options will vest on the Closing Date, and the remaining options shall vest and become exercisable on the date or dates such options would have vested under the terms of the applicable LTI Award; (c) outstanding performance units payable under the February 2018 Performance Unit LTI Award will be fully vested and paid on the earlier of January 1, 2022 or the Closing Date; (d) with respect to outstanding performance units payable under the February 2019 Performance Unit LTI Award, 50% of such performance units will be fully vested and paid on the date on which our compensation committee determines the number of units earned under such award, and 50% of such units will be fully vested and paid on the earlier of the Closing Date and January 1, 2023; and (e) 50% of all other outstanding performance unit LTI Awards shall vest and be paid on the date or dates on which such performance units would have vested under the applicable LTI Award, and 50% of such units shall vest and be paid on the following January 1. The accelerated vesting and other terms of such awards under the Letter Agreement are subject to, where applicable, Mr. Crawford’s employment not having been terminated by us or the purchaser for Cause (as defined in the Letter Agreement) or by Mr. Crawford’s voluntarily resignation prior to 12 months following the Closing Date.

The Letter Agreement contains a release of claims and customary covenants related to confidentiality, non‑competition, and non-solicitation of customers, business partners, and employees.

The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement, which is included as Exhibit 10.1 to this report and is incorporated herein by reference.