Exhibit 10.01
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[ISP Letterhead]
March __, 2003
[Nominee Name]
[Nominee Address]
Dear [Nominee]:
This letter agreement ("Letter Agreement") will confirm your
agreement with International Specialty Products Inc. ("ISP") to participate in
a proxy solicitation (the "Proxy Solicitation") intended to be conducted by
the Hercules Shareholders' Committee for New Management (the "Committee")
relating to the 2003 annual meeting of stockholders of Hercules Incorporated
(the "Company") and to stand for election as a nominee of the Committee to
serve as a director of the Company for a three-year term ending on the date of
the annual meeting of the stockholders of the Company to be held in 2006 and
until your successor is duly elected and qualified. Concurrently with the
execution of this Letter Agreement, please execute the Consent to serve as a
nominee of the Committee and serve as a director of the Company, if elected,
attached as Annex A hereto.
In consideration of your agreement as set forth above, and
to the fullest extent permitted by the Delaware General Corporation Law and
other applicable law, ISP agrees to indemnify you against and hold you
harmless from any and all liabilities, losses, claims, damages and
out-of-pocket expenses (including reasonable attorneys' fees and expenses)
(collectively, "Losses") based upon or arising out of the matters set forth
herein with respect to the Proxy Solicitation; provided, however, that ISP
shall not be liable in any such case to the extent that any such Losses arise
out of any inaccurate written information supplied by you for inclusion in any
filings made with any federal or state governmental agency, including the
Proxy Solicitation materials, or is found in a final judgment by a court, not
subject to further appeal, to have resulted from bad faith, willful misconduct
or gross negligence on your part.
Promptly after receipt by you of notice of any such claim or
the commencement of any action, proceeding or investigation in respect of
which indemnification may be sought as provided above, you must promptly
notify ISP, in writing (with a copy to our counsel, Xxxxxxx, Arps, Slate,
Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York, 10036-6522;
Attention: Xxxxxxx X. Xxxxxxxx) of the receipt of any such notice or
commencement of any such action, proceeding or investigation.
In case any such action, proceeding or investigation is
brought against you, and you notify ISP of the commencement thereof, ISP will
be entitled to participate therein and, to the extent that ISP may wish, to
assume the defense and settlement thereof, with counsel reasonably
satisfactory to you; provided, however, that if the defendants in any such
action include both you and ISP and if you have been advised by counsel that
there may be one or more legal defenses available to you that are different
from or additional to those available to ISP, you will have the right to elect
separate counsel to participate in the defense of such action on your behalf.
After notice from ISP to you of its election so to assume the defense thereof
ISP will not be liable to you under this Letter Agreement for any expenses
subsequently incurred by you in connection with the defense thereof, unless
you shall have employed counsel in accordance with the proviso to the
preceding sentence.
ISP shall not be liable under this Letter Agreement to make
any indemnification payment in connection with any claim made against you to
the extent that you have otherwise received payment or have a right to be
indemnified or reimbursed (under any insurance policy, pursuant to any
indemnification or reimbursement payment or provision by any party other than
ISP, or otherwise) of the amounts otherwise indemnifiable hereunder. Any
payments required to be made by ISP pursuant to this Letter Agreement will be
remitted to you on a monthly basis as the expenses to which such payments
relate are incurred.
In connection with your agreement to participate in the
Proxy Solicitation, and to serve, if elected, as a director of the Company,
ISP, irrespective of whether or not you are, in fact, elected as a director of
the Company, will pay you a one-time fee of $35,000 in cash. ISP's obligations
under this paragraph shall become effective on the date the Committee files
with the Securities and Exchange Commission its definitive proxy statement in
connection with the Proxy Solicitation.
This Letter Agreement shall be governed by and construed by
and enforced in accordance with the laws of the State of New York applicable
to contracts to be performed in such state without giving effect to the
principles of conflicts of law thereof or of any other jurisdiction.
ISP and you hereby irrevocably and unconditionally consent
to submit to the non-exclusive jurisdiction of the courts of the State of New
York and of the United States of America in each case located in the County of
New York for any litigation arising out of or relating to this Letter
Agreement, and waive any objection to the laying of venue of any litigation
arising out of this Letter Agreement in the courts of the State of New York or
of the United States of America in each case located in the County of New York
and hereby further irrevocably and unconditionally waive and agree not to
plead or claim in any such court that any such litigation brought in any such
court has been brought in an inconvenient forum.
Please acknowledge your agreement to the foregoing by signing in the
space provided below.
Sincerely,
INTERNATIONAL SPECIALTY PRODUCTS INC.
By:__________________________________
Name:
Title:
Accepted and Agreed
this __ day of March, 2003
_________________________
[Nominee]
Annex A
CONSENT OF NOMINEE
The undersigned understands that Hercules Shareholders' Committee for
New Management (the "Committee"), intends to nominate the undersigned for
election to the Board of Directors of Hercules Incorporated, a Delaware
corporation (the "Company") at the Company's 2003 Annual Meeting of
Stockholders.
The undersigned hereby consents to become a nominee of the Committee
for the Board of Directors of the Company, to be named in the Committee's
proxy soliciting materials as such and to serve as a director of the Company
if elected.
________________________
Name:
March ___, 2003
