Exhibit 10.31
SYBRON CHEMICALS INC.
SHARE PARTICIPATION PLAN
AMENDMENT NO. 2
Sybron Chemicals Inc., a Delaware corporation (hereinafter
called the "Company") established, effective June 11, 1990, the "Sybron Chemical
Industries Inc. Share Participation Plan", renamed the "Sybron Chemicals Inc.
Share Participation Plan" (hereinafter the "Plan"). On October 30, 1992, the
Plan was first amended through the adoption of Amendment No. 1.
The Committee desires to further amend the Plan as hereinafter
set forth.
NOW, THEREFORE, subject to the approval of the Board of
Directors of the Company, the Plan is hereby amended as follows:
1. Paragraph 1, subparagraph (d) of the Plan is hereby
amended to read in its entirety as follows:
"(d) "Committee" shall mean a committee comprised of R.M.
Klein, S.F. Ladin, J.H. Schroeder and S.R. Adler, or such other persons as shall
be appointed by the Board of Directors of SCI to serve in addition to, or in
lieu of, the aforementioned appointees."
2. Paragraph 1, subparagraph (e)(i) of the Plan is
hereby amended to read in its entirety as follows:
"(i) have completed at least one full year of service
with the Company or are at the Executive Grade level; provided
that, after April 1, 2000, the Committee shall have the
discretion to waive such one-year requirement with respect to
any Employee". 3. Paragraph 1, subparagraph (h) of the Plan is
hereby amended to read in its entirety as follows:
"(h) "Triggering Event" shall mean:
(i) the sale or disposal of substantially
all of the assets of the Company, or
(ii) 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 20%, shall have
become the beneficial owner of, or shall have obtained voting control over,
more than fifty percent (50%) of the outstanding shares of (A) the Company's
Common Stock, or (B) the Common Stock of the Company resulting from the merger
or consolidation of the Company with or into any other entity."
4. Paragraph 3(d) of the Plan is hereby amended to read
in its entirety as follows:
"(d) If an Awardee is an Optionee in the Sybron
Chemicals Inc. 1992 Stock Option Plan (the "Stock Option
Plan") as defined therein, the Stock Option Plan Committee
may designate a number or percent of Participation
Shares awarded to the Awardee which will be canceled prior
to a Triggering Event in conjunction with the exercise of a
Stock Option which has been granted to the Awardee
pursuant to the Stock Option Plan. The terms and
conditions under which such Participation Shares will be
canceled shall be set forth in the Stock Option Grant
Agreement (the "Agreement") made between the Awardee and the
Company. The Agreement may apply to Participation Shares
awarded to the Awardee before or after the date of the
Agreement but prior to the exercise of all or a part of the
Non-qualified Stock Option. Any such cancellation shall be
duly noted in the registry. Notwithstanding the foregoing, in
no event shall Participation Shares awarded from and after
April 1, 2000 be canceled as a result of the exercise of Stock
Options granted pursuant to the Stock Option Plan." 5.
Paragraphs 4(a), 4(b) and 5 of the Plan are hereby amended by
replacing all references to the "first anniversary of the
Triggering Event" with the "sixth monthly anniversary of the
Triggering Event".
6. The Plan in all other respects is hereby ratified and
confirmed.
IN WITNESS WHEREOF, Sybron Chemicals Inc. has caused this
amendment to the Plan to be signed, effective April 1, 2000 and its corporate
seal to be hereunto affixed by its duly authorized officers this 17th day of
April, 2000.
Sybron Chemicals Inc.
By: /s/ Steven F. Ladin
ATTEST:
By:
(Corporate Seal)
