Amendment and Extension dated as of April 25, 1997 of
Agreement ("Consulting Agreement") dated January 1, 1995, as heretofore amended,
between Dr. Xxxxxxx XxXxxxxxxx ("XxXxxxxxxx") with an office at 0000 Xxx Xxxxx,
Xxxx Xxxx, Xxxxxxxxxx 00000 and Balchem Corporation ("Balchem") with executive
offices at Xxxxx Xxxx, Xxx Xxxx 00000.
WHEREAS, the services of XxXxxxxxxx under the Consulting
Agreement will Cease at the end of 1997 in accordance with its terms; and
WHEREAS, Balchem is desirous of continuing to obtain the
consulting services of XxXxxxxxxx, as provided in the Agreement, for the
additional three-year period 1998-2000; and
WHEREAS, XxXxxxxxxx is willing to perform such services for
the consideration set forth herein;
NOW THEREFORE, the parties agree as follows:
1. XxXxxxxxxx shall continue to perform for Balchem the
consulting services as described in paragraph 1 of the Consulting Agreement in
the three-year period 1996-2000, unless the Consulting Agreement is sooner
terminated as provided in paragraph 3.
2. In consideration of XxXxxxxxxx'x entering into this
amendment and performing such additional consulting services, Balchem hereby
grants to XxXxxxxxxx the further option (the "Additional Option") to acquire
during the ten-year period ending April 30, 2007, for investment for his own
account, and not for, or with a view to the distribution thereof, up to 7,500
shares of common stock, $.06 2/3 par value of Balchem, at an exercise price of
$10.125 per share as follows:
a. Up to 2,500 shares, from and after completion of the
furnishing by XxXxxxxxxx of all required consulting
services during the year ending December 31, 1998,
exercisable from such completion until April 30,
2007;
b. Up to 2,500 additional shares from and after
completion of the furnishing by XxXxxxxxxx of all
required consulting services during the two years
ending December 31, 1999, exercisable from such
completion until April 30, 2007; and
c. up to 2,500 additional shares from and after
completion of the furnishing by XxXxxxxxxx of all
required consulting services during the three-year
period
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ending December 31, 2000, exercisable from such
completion until April 30, 2007.
3. The provisions relating to the Option in the Agreement
shall apply to the Additional Option, including without limiting the generality
thereof, XxXxxxxxxx'x right to elect to hold any shares acquired by exercise of
the Additional Option as joint tenants with his wife, the effect on the
Additional Option of XxXxxxxxxx'x death, the manner of exercising the Additional
Option, the legending of share certificates to be issued upon exercise of the
Additional Option, the adjustments in shares of splits, stock dividends,
recapitalization, and the limitations on the Additional Option's
transferability.
4. Balchem shall use its best efforts to cause a Registration
Statement on Form S-8 to become effective with respect to all of the shares of
Balchem common stock which may be issued pursuant to the options granted to
XxXxxxxxxx under the Consulting Agreement as hereby amended. If such a
Registration Statement becomes effective, and continues to be effective, the
certificates evidencing such shares shall not bear any restrictive legend.
5. Except as herein set forth, the Consulting Agreement shall
continue in full force and effect.
Executed as of the day and year first above written
/s/ Xxxxxxx XxXxxxxxxx
----------------------
Xxxxxxx XxXxxxxxxx
BALCHEM CORPORATION
By: /s/ Xxxxxxx Xxxxx
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President
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