AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT to the Employment Agreement dated March 6, 1998 (the
"Employment Agreement") is made and entered into to be effective as of March 6,
1998 by and between BETZDEARBORN INC., a Pennsylvania corporation (hereinafter
called the "Company") and _______________, an individual (hereinafter called the
"Employee").
WITNESSETH:
WHEREAS, the Company and the Employee desire to amend the Employment
Agreement as set forth below;
NOW, THEREFORE, the Company and the Employee hereby mutually agree as
follows:
1. The first sentence of Section 5 of the Employment Agreement is hereby
amended to read in its entirety as follows:
The Company shall further provide the Employee with all health
and life insurance coverages, sick leave and disability programs,
tax-qualified and non-tax-qualified retirement and savings plans,
stock option plans, paid holidays and vacations, expense
reimbursement policies, moving and relocation policies,
perquisites, and such other fringe benefits of employment as the
Company may generally provide from time to time to actively
employed senior executives of the Company who are similarly
situated.
2. Clause (D) of Section 6(a)(2) of the Employment Agreement is hereby
amended to read in its entirety as follows:
Misappropriation by the Employee of any material funds, property
or rights of the Company
3. Clause (A) of Section 7(c)(3)(ii) of the Employment Agreement is hereby
amended to read in its entirety as follows:
the incentive bonus that would have been payable for the fiscal
year which includes the Date of Termination under the incentive
bonus program in effect as of the date of the Change of Control,
assuming that the Employee had been entitled to receive an amount
in respect of such bonus based solely upon the target percentage
applicable to employees in the same employment grade as the
Employee and the Employee's Base Salary as of the Date of
Termination (or if greater, the Employee's Base Salary as of the
date on which occurred an event giving rise to a termination for
Good Reason), and without regard to actual performance, and
4. The second sentence of Section 8(e) of the Employment Agreement is
hereby amended by deleting the word "either."
5. The last sentence of Section 13 of the Employment Agreement is hereby
deleted in its entirety.
6. Except as specifically set forth in this Amendment, the Employment
Agreement is ratified and confirmed without amendment.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
BETZDEARBORN INC.
By:
-------------------------------
Title:
----------------------------
ATTEST:
-------------------------------
Title:
------------------------
[CORPORATE SEAL]
EMPLOYEE
-----------------------------------
