Exhibit 10.27
June 28, 2000
Mr. John F. McPeak
395 Kings Highway
Mickleton, NJ 08056
Dear John:
Supplementing the terms of your Employment Agreement with Sybron
Chemicals Inc. (the "Company"), this will confirm that, in the event there shall
be a Change in Control (as hereinafter defined) and, within six months of such
change in control your employment with the Company terminates Without Cause (as
hereinafter defined), you shall be entitled, in lieu of any other severance pay,
to a lump sum payment, payable within 30 days of the date your employment
terminates, equal to the sum of the following:
(i) any severance amounts you would be entitled to receive under the
Company's Severance Policy in effect immediately prior to the Change in Control
date (the "Severance Policy"); and
(ii) four (4) times your monthly base salary in effect on the
Change in Control date.
Provided, however, that in no event shall the severance payable to you
hereunder be less than twelve (12) times your monthly base salary in effect on
the Change in Control date.
Termination of your employment with the Company Without Cause shall
mean termination under circumstances such that you would be entitled to receive
severance payments under the Severance Policy.
A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events: (a) the sale or disposal of
substantially all of the assets of the Company, or (b) the date any entity,
person or group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Securities Exchange Act of 1934, as amended, other than the Company or
Citigroup or any of their subsidiaries, any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries, or any
other person or group in which the present management of the Company shall have
an aggregate equity interest, on a fully diluted basis, of no less than 15%,
shall have become the beneficial owner of, or shall have obtained voting control
over, more than fifty percent (50%) of the outstanding shares of (i) the
Company's Common Stock, or (ii) the Common Stock of the Company resulting from
the merger or consolidation of the Company with or into any other entity.
If the above correctly reflects our understanding, please so indicate
by signing in the space provided below for such purpose.
Sincerely,
Richard M. Klein
President and Chief Executive Officer
AGREED:
/s/ John F. McPeak
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John F. McPeak
