Exhibit 10.29
April 28, 2000
Mr. John H. Schroeder
20 Byron Drive
Mt. Laurel, NJ 08054
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 thereafter your employment with
the Company terminates Without Cause (as hereinafter defined), you shall be
entitled to the following benefits:
(a)If your employment terminates prior to the first anniversary of the
date of the Change in Control, you shall be entitled, in lieu of any other
severance pay (except as provided below), to a lump sum payment, payable within
30 days of the date your employment terminates, equal to the sum of the
following:
(i) two times your base salary in effect on the Change in Control
date; and
(ii) your Target Bonus (as defined in the Company's Executive Bonus
Plan (the "Plan")) for the year in which your termination occurs, prorated for
the number of months of service during that year prior to the termination; and
(iii) your full Target Bonus for each of the two years following the
year in which your termination occurs.
(b)If your employment terminates on or after the first anniversary of the
date of the Change in Control, 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) one time your base salary in effect on the Change in Control
date; and
(ii) your Target Bonus for the year in which your termination occurs,
prorated for the number of months of service during that year prior to the
termination; and
(iii) your full Target Bonus for the year following the year in which
your termination occurs.
The value of each Target Bonus payable hereunder shall be determined in
accordance with the provisions of Section 7(g)(4) of the Plan, as amended. The
number of shares of
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Company Common Stock awarded for partial years shall be determined by prorating
the Closing Price (as defined in the Plan) based on the Closing Price of the
Common Stock on December 31 immediately preceding, and on December 31
immediately following, a date which is two years prior to the date your
employment terminates.
Notwithstanding anything herein to the contrary, in the event the
aggregate present value, determined in a manner consistent with applicable
provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") and Treasury Regulations promulgated pursuant thereto, of the benefits
and/or payments provided to you under the terms hereof that are treated as
Parachute Payments (as hereinafter defined), along with the aggregate present
value (determined in the same manner) of all other payments and/or benefits
provided to you by the Company that are also treated as Parachute Payments,
exceeds three times your Base Amount (as hereinafter defined), the benefits
and/or payments to which you are otherwise entitled under the terms hereof shall
be reduced to the extent necessary so that the aggregate present value of all
Parachute Payments to which you are entitled hereunder and any other agreement
or arrangement with the Company shall not exceed three times your Base Amount.
The reductions required under this paragraph, if any, shall be applied, to the
extent possible, to all payments and/or benefits to which you are otherwise
entitled under this Agreement in proportion to the Present Value of such
payments and/or benefits, and otherwise in such manner as the Company deems
appropriate at its discretion. In the event you receive Parachute Payments
having an aggregate present value in excess of three times your Base Amount, you
agree that you are not entitled to retain and shall immediately repay to the
Company, in cash, the excess of the aggregate present value of all payments
and/or benefits which constitute Parachute Payments over three times your Base
Amount. For purposes of this paragraph the following terms shall have the
meanings set forth below:
"Parachute Payment" means any payment to you in the nature of compensation
that constitutes a "parachute payment" as that term is defined in Code Section
280G(b)(2); and
"Base Amount" means the amount which is determined to be your "base
amount" as that term is defined in Code Section 280G(b)(3).
Termination of your employment with the Company Without Cause shall mean
(a) termination by the Company without Cause (as defined in your Employment
Agreement with the Company), or (b) termination by you by reason of (i) the
Company's failure to make any of the payments, or provide any of the material
benefits (or their equivalent), under the terms of your Employment Agreement
with the Company, or (ii) any material adverse change in your position, the
location of your primary workplace, the scope of your duties and
responsibilities, or your compensation and benefits.
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
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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.
In the event of a sale by the Company of its Ion Exchange Business, you
may elect, by written notice to the Company within 30 days after the
consummation of such sale, to receive the benefits set forth in the letter
agreement dated July 5, 1995 between the Company and you, in which event this
letter agreement shall be of no further force and affect.
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 H. Schroeder
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John H. Schroeder
