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EXHIBIT (c)(5)
[Xxxxxxx Chemical Company Letterhead]
April 27, 1999
Xxxx X. X'Xxxxxxx
Xxxxxx International, Inc.
Re: Grant of Stock Options
Dear Xxxx:
This will confirm our agreement that, effective upon the date Xxxxxxx Chemical
Company becomes the owner of a majority of the issued and outstanding stock of
Xxxxxx International, Inc. (provided that such date is not later than October
31, 1999), Xxxxxxx Chemical Company shall grant to you an option to buy 5,000
shares of common stock of Xxxxxxx Chemical Company. In accordance with its
standard practices, such options shall (i) be non-qualified options (rather
than incentive stock options), (ii) be exercisable at a price equal to the
closing price of Xxxxxxx Chemical Company common stock on the New York Stock
Exchange on the last regular trading day immediately prior to the date such
options are granted; (iii) provide that one-half of such options shall vest and
become exercisable on the first anniversary of the date of grant, and the other
hald shall vest and become exercisable on the second anniversary of the of
grant; and (iv) contain such other terms as are customary for grants of options
to senior executives of Xxxxxxx Chemical Company. This grant of options is in
addition to and not in lieu of any compensation and benefits provided for
under the Employment Agreement of even date herewith between you, Xxxxxx
International, Inc. and Xxxxxxx Chemical Company.
Very truly yours,
/s/ XXXXXX X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx
Senior Vice President
and General Counsel
