1
Exhibit 10.21
[LETTERHEAD OF HERCULES INCORPORATED]
November 1, 2000
Mr. Harry J. Tucci
220 Slonaker Road
Spring City, Pennsylvania 19475
Dear Harry:
Terms and Conditions of Your Termination From Hercules Incorporated
In recognition of your service to Hercules Incorporated ("Company") and your
acceptance of your new role as Chairman, CEO and President of CP Kelco, the
Board of Directors has authorized me to offer you special benefits and payments.
These will be effective when you officially retire from the Company.
1. Hercules Executive Survivor Benefit Plan (H.E.S.B.P.). This benefit
provides payments to your beneficiary or estate in case of your death.
The payment will be made from Company assets in an amount equal to two
(2) times the sum of your final twelve months salary plus the average
of your last two calendar year MICP awards.
2. Executive Incentive Plan Stock Forfeiture Reimbursement. Because your
retirement causes you to forfeit Above-Target MICP Restricted Stock,
Executive Stock Purchase Program and Nonqualified Pension Exchange
shares, the Company will reimburse you for the lost shares, valued
using the closing price of Hercules stock on your last day of
employment.
3. Periodic Payments Having A Total Present Value of $600,000. Concurrent
with your retirement, you may elect to receive 120 consecutive monthly
payments of $7,000 each, or you may elect an addition to your pension
of $4,700/month for life. If you elect to receive the pension annuity,
you may elect the usual forms of pension receipt, including a 51% lump
sum. These options are in lieu of the payments outlined in the June 29,
1999 R. Keith Elliott letter.
4. Four (4) Additional Years of Pension Service Credit. The Company will
provide a total annual pension of $132,500 (before nonqualified pension
exchange reduction). This represents the addition of four (4) full
years of service, bringing your total added service for beyond actual
employment to eight (8) years. This pension will be effective with your
retirement and paid in monthly installments. You will have the usual
payment elections provided to Hercules retirees.
2
Mr. Harry J. Tucci
November 1, 2000
Page 2
5. Pension Supplement for CP Kelco Service. If you remain with CP Kelco
until Hercules' normal retirement age 65, Hercules will pay 50% of the
cost of increasing your pension from $132,500 to $264,000. Lehman will
pay the remaining 50%. This is a fixed dollar amount and not influenced
by any other portion of this agreement. In the event you retire from CP
Kelco prior to age 65 (May 2005), you will receive a prorated portion
of the additional pension calculated by dividing (a) the number of
months between Hercules retirement and your CP Kelco date of
retirement, by (b) the number of months between your Hercules
retirement and 6/l/05.
6. Full Share BetzDearborn Integration Bonus Plan. Provided that Plan
awards are earned and payouts are approved by the Hercules Compensation
Committee and the Hercules Board of Directors, you will be paid at the
same time, in the same form, and upon the same terms as other Plan
participants. Your bonus will be a full share with no pro-ration.
7. Custodial Care for your Spouse. Hercules will reimburse the care
provided for your wife through September 29. Additional reimbursement
will be charged to CP Kelco and subject to authorization from CP Kelco.
This letter represents the full and complete offer by Hercules consistent with
your signed Employment Agreement dated September 30, 2000 and CP Kelco ApS,
and in order to complete your retirement from Hercules in an orderly manner,
please indicate your acceptance of these special terms and conditions by
signing a copy of this letter and returning it to me no later than November
22. In addition, please sign a copy of the attached waiver and release form
claims and return it to me by the same date.
Sincerely,
HERCULES INCORPORATED
/s/ Thomas L. Gossage
----------------------
Thomas L. Gossage
Chairman and Chief
Executive Officer
ACCEPTED BY:
/s/ Harry J. Tucci November 22, 2000
- ------------------------------- ------------------------------
Harry J. Tucci Date
3
HARRY J. TUCCI
CONFIDENTIAL RELEASE AND WAIVER OF CLAIMS
This Confidential Release and Waiver of Claims will confirm the
agreement we have entered in connection with the termination of your employment
with Hercules Incorporated and/or its subsidiaries and affiliates (the
"Company"). Your last day of employment with the Company will be November 30,
2000.
1. Payments And Benefits: In consideration of the release set
forth in paragraph 2 and the representations and promises set forth in this
Confidential Release and Waiver of Claims you will receive termination
compensation pursuant to and as set forth in the attached letter from me dated
November 1, 2000 to this Confidential Release and Waiver of Claims, and which
are hereinafter referred to as the "Termination Benefits," which benefits you
would not otherwise be entitled to receive upon termination of employment by the
Company.
2. Release: You voluntarily, knowingly and willingly release and
forever discharge on behalf of yourself, your heirs, executors, successors and
assigns the Company, and their parents, subsidiaries and affiliates, together
with their respective officers, directors, partners, shareholders, employees and
agents, and each of their predecessors, successors and assigns, from any and all
charges, complaints, claims, promises, agreements, controversies, causes of
action and demands of any nature whatsoever which against them you or your
executors, administrators, successors, or assigns ever had, now have or
hereafter can, shall or may have by reason of any matter, cause or thing
whatsoever arising prior to the time you sign this Agreement. This Release
includes, but is not limited to, any rights or claims relating in any way to
your employment relationship with the Company, or the termination thereof, or
under any statute, including the Federal Age Discrimination in Employment Act,
Title VII of the Civil Rights Act, the Americans with Disabilities Act, or any
other foreign, federal, state or local law, and any potential claims under
common law, or judicial decision. The foregoing Release shall not apply to
claims for legally mandated benefits and vested benefits under any qualified or
nonqualified savings and pension plans in which you may have participated, or
any other rights or claims that may arise after this Confidential Release and
Waiver of Claims is executed.
3. Agreement Not To Sue The Company: You represent that you have
no complaints, charges or lawsuits pending against the Company. You agree that
you will not seek or be entitled to any personal recovery in any proceeding of
any nature whatsoever against the Company arising out of any of the matters
released in paragraph 2 above. You further agree that upon the filing of any
charge, complaint or lawsuit in violation of this paragraph 3, you will not be
entitled to any further Termination Benefits and will pay back to the Company
any and all cash Termination Benefits received by you. You further agree that
you will reimburse the Company for any and all costs, including reasonable
attorneys' fees, incurred by the Company in defending or otherwise disposing of
any such charge, complaint or lawsuit.
1
4
4. Company Information:
(a) You represent that you have returned or will immediately
return to the Company all "Company Information," including, without limitation,
customer information, formulatory information, product and pricing information,
mailing lists, reports, files, memoranda, records and software, credit cards,
door and file keys, computer access codes and disks and instructional manuals,
and other physical or personal property which you received or prepared or helped
prepare in connection with your employment with the Company, and you will not
retain any copies, duplicates, reproductions or excerpts thereof. The term
"Company Information" as used in this Agreements means (i) confidential
information of the Company, including without limitation information received
from third parties under confidential conditions, and (ii) other technical,
business or financial information or trade secrets, the use or disclosure of
which might reasonably be construed to be contrary to the interests of the
Company or its affiliates, and (iii) any and all other information you received
during the course of your employment with the Company.
(b) We agree that in the course of your employment with the
Company you have acquired Company Information as defined in paragraph 5(a). You
understand and agree that such Company Information has been disclosed to you in
confidence and for the use only on behalf of the Company. You acknowledge that
you have no ownership right or interest in any Company Information used or
developed during the course of your employment. You understand and agree that
(i) you will keep such Company Information confidential at all times after your
employment with the Company, and (ii) you will not make use of Company
Information on your own behalf, or on behalf of any third party.
5. Nonsolicitation of Customers: You agree that you will not,
during the period when you are receiving any Termination Benefits, on your own
behalf or on behalf of any competitor of the Company or any of its affiliates or
their respective predecessors (collectively, the "Company and its Affiliates"),
directly or indirectly solicit or engage in business with any customer or
prospective customer of the Company and its Affiliates for which you rendered
sales or technical services or for which you had supervisory responsibility for
the preceding period of 18 months ending on the date of the termination of your
employment. This paragraph 5 will not apply to any regular business activity
related to the Hercules Incorporated Food Gums business and CP Kelco as long as
you are employed by CP Kelco or a direct affiliate of CP Kelco.
6. Agreement Confidential: You agree to keep this Agreement and
its terms confidential except as may be required to enforce the Agreement or to
obtain legal or tax advice.
7. No Admission: The Company's offer to you of this Agreement and
the payment set forth herein is not intended to be, and shall not be construed
as, any admission of liability by the Company to you or of any improper conduct
on the Company's part, all of which the Company specifically denies.
2
5
8. Knowing And Voluntary Agreement:
(a) The Company advises you to consult with an attorney of
your choosing prior to signing this Agreement. You represent that you have had
the opportunity to review this Agreement and, specifically, the Release in
paragraph 2, with an attorney of your choice. You also agree that you have no
right to receive the Termination Benefits unless you sign this Release, that you
voluntarily consented to the Release set forth in paragraph 2, and that you have
entered into this Agreement freely, knowingly and voluntarily.
(b) You have at least twenty-one (21) days to consider the
terms of this Agreement which you hereby acknowledge you have received. However,
you may sign and return this Agreement sooner if you wish. Further more, once
you have signed this Agreement, you have seven (7) additional days from the date
you sign it to revoke your consent. The Agreement will not become effective
until seven (7) days after the date you have signed it, which will be the
effective date of this Agreement.
(c) In making your decision to accept the Termination
Benefits, and to execute this Confidential Release and Waiver of Claims, you
have relied solely on the information contained in the Program and have not
relied upon any representation, promises, or agreements of any kind, except
those set forth in the Program documents and this Confidential Release and
Waiver of Claims.
9. Entire Agreement: The terms described in this Confidential
Release and Waiver of Claims, together with the terms of the November 1, 2000,
letter, constitute the entire Agreement between us and supercedes all prior and
existing understandings, contracts, and agreements, whether written or oral,
with respect to your compensation, benefits, or severance benefits, or any other
aspect of your employment. This Agreement may not be altered or modified other
than in a writing signed by you and the Company. The Agreement will be governed
by the law of Delaware, without reference to its choice of law rules.
10. Severability: In the event that any one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remainder hereof
shall not in any way be affected or impaired thereby. Moreover, if any one or
more of the provisions contained in this Agreement shall be held to be
excessively broad as to duration, activity, or subject, such provision(s) shall
be construed by limiting and reducing them so as to be enforceable to the
maximum extent allowed by applicable law.
3
6
If the above sets forth our agreement as you understand it and
voluntarily consent to it, please so signify by executing the enclosed copy of
this Confidential Release and Waiver of Claims and return it to the undersigned.
AGREED TO AND ACCEPTED: HERCULES INCORPORATED
/s/ Harry J. Tucci By: /s/ Thomas L. Gossage
- ------------------------ ---------------------------
(Employee Name)
Date Signed: November 22, 2000 Date Signed:
------------------ ----------------
4