Exhibit 10(vi)
AMENDMENT
TO THE
WITCO CORPORATION
DEFERRED COMPENSATION PLAN
WHEREAS, Witco Corporation (the "Company") is considering
entering into the Agreement and Plan of Reorganization by and among Crompton &
Xxxxxxx Corporation, Park Merger Co. and the Company (the "Merger Agreement");
and
WHEREAS, the Company has determined that the transactions
contemplated by the Merger Agreement should be considered a "Change in Control"
of the Company for purposes of the Witco Corporation Deferred Compensation Plan
(the "Plan").
NOW THEREFORE, the Company hereby amends the Plan as follows:
1. The definition of "Change in Control" contained in the Plan
is hereby amended by adding the following to the end thereof:
Notwithstanding anything to the contrary contained herein, a
merger, consolidation, reorganization or other business
combination involving the Company and Crompton & Xxxxxxx
Corporation ("C&K") or any affiliate of C&K shall be
considered a "Change in Control" for all purposes of the Plan.
2. Section VII(B) is hereby amended by adding the following
paragraph to the end thereof:
Notwithstanding the foregoing, in the event of a Change in
Control, the Company, in its sole discretion, may permit
employees to defer payment of the amount calculated above to a
subsequent date approved by the Company.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed as of the date set forth below.
WITCO CORPORATION,
/s/ X. Xxxx Xxxx
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Name: X. Xxxx Xxxx
Title: Chairman, President and
CEO
Date: May 31, 1999
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