Exhibit 10.30
SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
AMENDMENT NO. 1
This Amendment No. 1, dated the 25 day of April, 2000, amends
the Senior Executive Employment Agreement dated June 2, 1995 between Sybron
Chemicals Inc. and Xxxxxxx X. Xxxxx (the "Agreement"). All terms capitalized
but not otherwise defined herein shall have the meaning ascribed to them in the
Agreement.
Pursuant to the approval of the Board of Directors of the
Corporation of even date herewith, the Agreement is hereby amended as follows:
1. The Agreement is hereby amended by replacing all
references to "NASDAQ" with "The American Stock Exchange".
2. The Agreement is hereby amended by replacing all
references to "Annual Incentive Compensation Plan" with "Executive Bonus Plan".
3. The Agreement is hereby amended by the addition of
the following Paragraph 12(c):
"(c) The value of each incentive award payable under
this Paragraph 12 shall be determined in accordance
with the provisions of Section 7(g)(4) of the
Corporation's Executive Bonus Pan, as amended. To the
extent all or a portion of the Executive's Incentive
Compensation awarded during the preceding three years
was paid in shares of the Corporation's stock, the
portion of the amount payable to the Executive
pursuant to Paragraph 12(b)(2)(ii) hereunder
attributable to such stock awards shall be calculated
by multiplying (i) the average number of shares
awarded to the Executive during such preceding three
years, by (ii) the fair market value of the
Corporation's shares as of the date of the Change in
Control."
4. Paragraph 13(d) of the Agreement is hereby amended by
replacing the reference therein to "90 days" with "180 days".
5. The Agreement is hereby amended by the addition of
the following Paragraph 13(f):
"(f) The value of each incentive award payable under
this Paragraph 13 shall be determined in accordance
with the provisions of Section 7(g)(4) of the
Corporation's Executive Bonus Plan, as amended."
6. The Agreement is hereby amended by the addition of
the following Paragraph 13A:
"13A. Excess Parachute Gross-up Payments.
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(a) In the event any amounts payable under this
Agreement and under any other plan, agreement or
arrangement by which the Executive is to receive
payments in the nature of compensation from the
Corporation constitute "excess parachute payments" as
that term is defined for purposes of Section 280G of
the Internal Revenue Code of 1986, as amended (the
"Code") and Treasury Regulations promulgated pursuant
thereto, the Executive shall be entitled to receive
additional cash payments ("Gross-Up Payments") such
that, after payment of all federal, state and local
income taxes and federal excise taxes on the excess
parachute payments and on the Gross-Up Payments, he
will have a net amount equal to the amount he would
have received under the terms of this Agreement and
under any other plan, agreement or arrangement
pursuant to which the Executive is to receive
payments in the nature of compensation from the
Corporation (but not including the Gross-Up Payments)
if no portion of such payments and/or benefits were
treated as excess parachute payments for purposes of
Code Section 280G.
(b) The initial determination of whether a Gross-Up
Payment is required and the amount of such Gross-Up
Payments shall be made by the Corporation's regularly
engaged certified public accountants (the "Accounting
Firm"). The Accounting Firm shall provide detailed
calculations to the Corporation and the Executive
within 30 business days of being requested by the
Executive to make a Gross-Up Payment determination.
If the Accounting Firm determines that a Gross-Up
Payment is required, the Gross-Up Payment so
determined shall be paid within five days after the
receipt of the Accounting Firm's determination. If
the Accounting Firm determines that no Gross-Up
Payment is payable to the Executive, it shall so
advise the Executive in writing. If, notwithstanding
the Accounting Firm's initial determination, the
Internal Revenue Service, any applicable state or
local tax authority or any court having jurisdiction
over this matter determines that the Executive was
the recipient of excess parachute payments and/or
that the Executive is required to pay an excise tax,
the applicable Gross-Up Payment or the amount of any
underpayment of Gross-Up Payments shall be paid
promptly by the Corporation to the Executive.
7. The Agreement in all other respects is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 as of the date first set forth above.
SYBRON CHEMICALS INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
