Agreement made on December 7, 1994, by and among Freedom Chemical
Company, a Delaware corporation (the "Company"), The Freedom Group Partnership,
a Pennsylvania limited partnership (the "Freedom Group"), Xxxxxx, Xxxxxxxxxx &
Xxxx Fund, L.P. (the "Fund"), Xxxxxx Xxxxxxxxxx & Levy Fund II, L.P. ("Fund
II"), Xxxxxx X. Xxxxxxxx ("Sorgenti") and Xxxx X. Xxxxx ("Xxxxx").
WHEREAS, the Company has entered into employment agreements, dated
as of November 15, 1994, with each of Sorgenti (the "Sorgenti Employment
Agreement") and Xxxxx (the "Xxxxx Employment Agreement");
WHEREAS, the Company has entered into three amended and restated
option agreements, each dated as of November 15, 1994, with the Freedom Group
pursuant to which the Company has granted to the Freedom Group options to
purchase an aggregate of 11,318 shares of the Company's Common Stock (the
"Amended Option Agreements");
WHEREAS, the Fund, Fund II and the Freedom Group entered into an
agreement, dated as of November 15, 1994, amending certain prior contractual
arrangements among themselves (the "Fund Agreement");
WHEREAS, the Company and the Freedom Group entered into an
agreement, dated as of November 15, 1994, relating, among other things, to the
treatment of certain advances (the "Advance Agreement");
WHEREAS, the effectiveness of the Xxxxx and Sorgenti Employment
Agreements, the Amended Option Agreements, the Fund Agreement and the Advance
Agreement was conditioned upon consummation of a public offering of the
Company's Common Stock; and
WHEREAS, the parties hereto desire to make the foregoing agreements
effective on the date hereof and the Company and each of Messrs. Xxxxx and
Sorgenti desire to amend the Employment Agreements in certain respects.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Effectiveness of Agreements.
The parties hereto agree that notwithstanding anything therein to
the contrary, each of the Xxxxx Employment Agreement, the Sorgenti Employment
Agreement, the Amended Option Agreements, the Fund Agreement and the Advance
Agreement shall become effective as of the date hereof.
Section 2. Term of Employment Agreements.
(a) The Company and Xx. Xxxxx agree that the Term of the Xxxxx
Employment Agreement shall commence with date hereof and terminate
on May 4, 1997; provided that if the Company consummates a public
offering of its Common Stock on or prior to December 31, 1995, the
Term of the Xxxxx Employment Agreement shall be extended to the date
which is two years and six months after the date such public
offering is consummated.
(b) The Company and Xx. Xxxxxxxx agree that the Term of the Sorgenti
Employment Agreement shall commence with date hereof and terminate
on May 4, 1997; provided that if the Company consummates a public
offering of its Common Stock on or prior to December 31, 1995, the
Term of the Sorgenti Employment Agreement shall be extended to the
date which is two years and six months after the date such public
offering is consummated.
FREEDOM CHEMICAL COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: XXXXXX X. XXXXXX
Title: VP & CFO
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THE FREEDOM GROUP PARTNERSHIP
By: FREEDOM INVESTMENT CORP.
a General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
By: RULCO, INC.
a General Partner
By: /s/ Xxxx X. Xxxxx
-------------------------
Name: Xxxx X. Xxxxx
Title: President
XXXXXX XXXXXXXXXX & XXXX
FUND, L.P.
By: JLL ASSOCIATES, L.P.
General Partner
By: /s/ General Partner
-------------------------
XXXXXX XXXXXXXXXX & LEVY
FUND II, L.P.
By: JLL ASSOCIATES, L.P.
General Partner
By: /s/ General Partner
-------------------------
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
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