Standard Contracts
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 11th, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Indiana
WITNESSETH:Shareholder Agreement • May 21st, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
EXHIBIT 10.2 EMPLOYMENT AGREEMENT AMENDED AND RESTATED AGREEMENT by and between MORTON INTERNATIONAL, INC. (the "Company") and William E. Johnston, Jr. (the "Executive"), dated as of the 22nd day of March, 1990. The Board of Directors of the Company...Employment Agreement • August 16th, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Illinois
2 3 "Final Offering Memorandum" shall have the meaning set forth in the Purchase Agreement.Registration Rights Agreement • July 30th, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
ARTICLE ICredit Agreement • August 3rd, 2004 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
TO CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTUREIndenture • July 30th, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
1 Exhibit 4 RIGHTS AGREEMENT Rights Agreement, dated as of October 26, 2000 between Rohm and Haas Company, a Delaware corporation (the "Company"), and EquiServe Trust Company, NA (the "Rights Agent"). The Board of Directors of the Company has...Rights Agreement • October 26th, 2000 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
1 EXHIBIT 1.1 ROHM AND HAAS COMPANY Medium-Term Notes Distribution Agreement Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Citicorp Securities, Inc., 399 Park Avenue New York, New York 10268. J.P. Morgan Securities Inc., 60 Wall...Distribution Agreement • June 4th, 1997 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDMENTMerger Agreement • June 8th, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Indiana
EXHIBIT (10)(a) AGREEMENT AND RELEASE A. The Parties to this Agreement ----------------------------- 1. "Mr. Talucci" means John F. Talucci, an individual who lives at 1555 Mt. Pleasant Road, Villanova, Pennsylvania 19085. 2. "Rohm and Haas" means...Agreement and Release • March 21st, 1997 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
EXHIBIT 10 CONTINUITY AGREEMENT This Agreement (the "Agreement") is dated as of July 1, 2001 (the "Effective Date") by and between Rohm and Haas Company, a Delaware corporation (the "Company"), and -------------------- (the "Executive"). The Company's...Continuity Agreement • August 14th, 2001 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
Exhibit 1 Filing Agreement dated December 23, 1998 Re: Joint Filing of Schedule 13D The undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf...Filing Agreement • December 24th, 1998 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 10.2 Tender and Option Agreement, dated as of December 20, 1998, by and among Parent, Purchaser and certain stockholders of the Company. TENDER AND OPTION AGREEMENT --------------------------- TENDER AND OPTION AGREEMENT, dated as of December...Tender and Option Agreement • December 24th, 1998 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
AGREEMENT AND PLAN OF MERGER among THE DOW CHEMICAL COMPANY, RAMSES ACQUISITION CORP. and ROHM AND HAAS COMPANY Dated as of July 10, 2008Merger Agreement • July 14th, 2008 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2008 (the “Agreement”), among The Dow Chemical Company, a Delaware corporation (“Parent”), Ramses Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Rohm and Haas Company, a Delaware corporation (the “Company”).
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement by and among Rohm and Haas Company, a Delaware corporation ("Parent"), Morton International, Inc., an Indiana corporation (the "Company") and S. Jay Stewart (the "Executive") is dated as of...Employment Agreement • August 16th, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
1 EXHIBIT 4.1 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF ONE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE...Security Agreement • June 4th, 1997 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers
GUARANTEEGuarantee • April 7th, 2009 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS GUARANTEE (this “Guarantee”) is dated as of April 1, 2009 and by The Dow Chemical Company, a Delaware corporation (the “Guarantor”).
Rohm and Haas Company €175,000,000 4.50% Senior Notes due March 9, 2014Note Purchase Agreement • March 14th, 2007 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
Rohm and Haas Company, a Delaware corporation (the “Company”), agrees with each of the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:
STOCK PURCHASE AGREEMENT Between ROHM AND HAAS COMPANY and K+S AKTIENGESELLSCHAFT Dated as of April 1, 2009Stock Purchase Agreement • April 7th, 2009 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
STOCK PURCHASE AGREEMENT, dated as of April 1, 2009, between ROHM AND HAAS COMPANY, a Delaware corporation (the “Seller”), and K+S AKTIENGESELLSCHAFT, a German stock corporation (Aktiengesellschaft) (the “Purchaser”).
GUARANTEEGuarantee • April 7th, 2009 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS GUARANTEE (this “Guarantee”) is dated as of April 1, 2009 and by The Dow Chemical Company, a Delaware corporation (the “Guarantor”).
October 18, 2006 To the Lenders parties to the Credit Agreement referred to below Re: Request for Extension of Commitment Termination DateCredit Agreement • December 19th, 2006 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers
Pursuant to that certain Five Year Credit Agreement, dated as of December 16, 2005 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among Rohm and Haas Company, a Delaware corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc., as sole lead arrangers and bookrunner, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as co-syndication agents, the Company hereby requests that the Termination Date be extended for a period of one year from the Termination Date now in effect, as provided in Section 2.17(a) of the Credit Agreement.
EXHIBIT (10)(B) AGREEMENT AND RELEASE A. The Parties to this Agreement ----------------------------- 1. "MR. GARAVENTI" means Donald C. Garaventi, an individual who lives at 428 Garden Lane, Bryn Mawr, Pennsylvania 19010. 2. "Rohm and Haas" means Rohm...Agreement and Release • March 22nd, 1996 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
AMENDMENT NO. 1 TO THE CONTINUITY AGREEMENT BY AND BETWEEN ROHM AND HAAS COMPANY (THE “COMPANY”) AND (“EXECUTIVE”)Continuity Agreement • February 27th, 2009 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers
WHEREAS, the Executive and the Company are parties to that certain Continuity Agreement, dated as of July 1, 2001, as amended December 4, 2006 and October 28, 2008 (the “Continuity Agreement”); and
€252,781,000 ROHM AND HAAS COMPANY 3.50% Notes due September 19, 2012 Fiscal Agency Agreement by and among Rohm and Haas Company, as Issuer, JPMorgan Chase Bank, N.A. as Fiscal Agent and Principal Paying Agent Dated as of September 19, 2005Fiscal Agency Agreement • September 22nd, 2005 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
This FISCAL AGENCY AGREEMENT (this “Agreement”) is made as of September 19, 2005 among ROHM AND HAAS COMPANY, a Delaware corporation (the “Company”) and JPMORGAN CHASE BANK, N.A., a bank duly incorporated and existing under the laws of New York acting through its London Branch, as fiscal agent and principal paying agent.
AGREEMENTConsulting Agreement • March 22nd, 1996 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • March 12th, 2009 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Amendment No. 2 to the Rights Agreement (this “Amendment”), dated as of March 9, 2009, by and between Rohm and Haas Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., formerly known as EquiServe Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated as of October 26, 2000 (the “Rights Agreement”), as amended on July 9, 2008 (the “First Amendment”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Rights Agreement.
FIVE YEAR CREDIT AGREEMENTCredit Agreement • December 21st, 2005 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • New York
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Competitive Bid Borrowing:
AGREEMENT AND RELEASEAgreement and Release • March 1st, 2005 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
This is an Agreement, entered into this 1st day of December, 2004, by and between Dr. J. Michael Fitzpatrick, an adult citizen of the Commonwealth of Pennsylvania, and Rohm and Haas Company, a Delaware corporation, in which the parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:
EXHIBIT 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT with William E. Johnston This Amendment to the Employment Agreement by and between Morton International, Inc., an Indiana corporation (the "Company"), and William E. Johnston (the "Executive") dated as of...Employment Agreement • August 16th, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers
AGREEMENT ---------Consulting Agreement • February 26th, 1999 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
EXHIBIT (10) AGREEMENT THIS AGREEMENT is between ROHM AND HAAS COMPANY, a Delaware Corporation with offices at 100 Independence Mall West, Philadelphia, PA 19106, and its subsidiaries, divisions or affiliates ("Rohm and Haas") and J. Lawrence Wilson...Consulting Agreement • March 27th, 2000 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674Commitment to Close • March 12th, 2009 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers
Rohm and Haas Company 100 Independence Mall West Philadelphia, Pennsylvania 19106 Attention: Robert A. Lonergan Executive Vice President, General Counsel and Corporate Secretary
AGREEMENT AND RELEASERelease Agreement • July 27th, 2005 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Pennsylvania
This is an Agreement, entered into this 2nd day of June, 2005, by and between Joseph J. Forish, an adult citizen of the Commonwealth of Pennsylvania, and Rohm and Haas Company, a Delaware corporation, in which the parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:
VOTING AGREEMENTVoting Agreement • July 14th, 2008 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into this 10th day of July 2008 by and among Rohm and Haas Company, a Delaware corporation (the “Company”), The Dow Chemical Company (the “Purchaser”), and each of (i) John C. Haas, John Otto Haas, Thomas Willaman Haas, William David Haas and Wachovia Bank, N.A., as trustees of the trust (Tax Identification No. 23-6226975) (the “First 1945 Trust”) formed pursuant to the agreement dated December 20, 1945, between Otto Haas, as grantor, and Girard Trust Company, Phoebe W. Haas, John C. Haas and F. Otto Haas, as original trustees, (ii) John C. Haas, John Otto Haas, Thomas Willaman Haas, William David Haas and Wachovia Bank, N.A., as trustees of the trust (Tax Identification No. 23-6226976) (the “Second 1945 Trust”) formed pursuant to the agreement dated December 21, 1945, between Phoebe W. Haas, as grantor, and Girard Trust Company, Otto Haas, John C. Haas and F. Otto Haas, as original trustees, (iii) John C. Haas, John Otto Haa
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 14th, 2008 • Rohm & Haas Co • Plastic materials, synth resins & nonvulcan elastomers
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of July 9, 2008 by and between Rohm and Haas Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., formerly known as EquiServe Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated as of October 26, 2000 (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Rights Agreement.
