October 18, 2006Letter Agreement • October 30th, 2006 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
As you know, Innophos, Inc. (“Innophos” or the “Company”) has explored a number of strategic alternatives including an initial public offering (an “IPO”) of Equity Securities of Innophos Holdings, Inc. or its successor (as the case may be, “Parent”). This letter agreement (this “Agreement”) sets forth, among other things, the special incentive arrangements for which you will be eligible in connection with your continued employment and cooperation in the event of an IPO. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in paragraph 4 below.
] Shares Innophos Holdings, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2006 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York
