Exhibit 10.32
SYBRON CHEMICALS INC.
EXECUTIVE BONUS PLAN
Section 7(g)(4) of the Company's Executive Bonus Plan is amended to read as
follows:
(4) In the event there is no public market either for shares of Company
Common Stock or for shares of any successor of the Company as a result of a
Change of Control, any awards that would otherwise be made in shares of Company
Common under the terms of the Plan shall be made by converting the applicable
number of shares into cash and multiplying such number of shares by the fair
market value of the Company Common Stock as of the date of the Change of
Control. In the event there is no public market for shares of Company Common
Stock but there is a public market for shares of a successor of the Company as a
result of a Change of Control, any awards that would otherwise be made in shares
of Company Common Stock under the terms of the Plan shall be made in common
stock of such successor entity. The amount number of such awards shares of
common stock of the successor entity shall be calculated based on the relative
fair market value of the Company Common Stock and of the common stock of the
successor entity as of the date of the Change of Control. After the date of a
Change of Control, all awards with respect to the two Bonus Years after the date
of immediately following the year in which the Change of Control occurred shall
be made exclusively in cash and in cash or stock of the successor entity, by
converting the applicable number of shares into cash or stock as determined
above. Thereafter, any provisions of the Plan providing for awards to be made in
the form of Company Common Stock shall be without effect.
