EXHIBIT (10)(A)
AGREEMENT
THIS AGREEMENT is between ROHM AND HAAS COMPANY, a Delaware Corporation
with offices at 100 Independence Mall West, Philadelphia, PA 19106, and its
subsidiaries, divisions or affiliates ("Rohm and Haas") and Dr. Robert E.
Naylor ("Dr. Naylor"), an individual residing at 479 Cann Road, West Chester,
PA 19382.
A. Background
----------
WHEREAS, Rohm and Haas may wish to use Dr. Naylor to provide certain
advice and services, and
WHEREAS, Dr. Naylor has certain expertise and experience in providing
such services and is willing to provide services for Rohm and Haas.
NOW, THEREFORE, intending to be legally bound hereby, Rohm and Haas and
Dr. Naylor agree as follows:
B. Services to be Provided
-----------------------
1. Dr. Naylor agrees to be available to provide Rohm and Haas advice on
any issue pertaining to the business or activities of Rohm and Haas.
C. Term of the Agreement
---------------------
2. The term of this Agreement shall be from January 1, 1996 to December
31, 2000 ("the Agreement Period"). Dr. Naylor shall provide advice from time
to time during the Agreement Period whenever expressly requested by a member
of the Rohm and Haas Chairman's Committee.
3. Either party may terminate this Agreement at anytime with ninety (90)
days advanced written notice to the other party. Upon termination, the
provisions of this Agreement will become null and void with the exception of
the Intellectual Property, Confidentiality and Conflict of Interest Provisions
covered in sections F, G and K hereof, which will remain in full force and
effect.
D. Compensation
------------
4. Rohm and Haas shall pay Dr. Naylor a fee of $100 an hour for any
services actually performed. All services provided under this Agreement shall
be at the express request of a member of the Rohm and Haas Chairman's
Committee.
5. Dr. Naylor shall provide Rohm and Haas with a detailed invoice of all
services rendered on an annual basis. Rohm and Haas will pay that invoice
within thirty (30) days of receipt thereof.
6. Rohm and Haas shall also reimburse Dr. Naylor for all reasonable and
necessary expenses incurred by Dr. Naylor in connection with providing
services under this Agreement. To obtain reimbursement, Dr. Naylor must
first submit to Rohm and Haas invoices, receipts or other appropriate
documentation of the expenses. Payment of such expenses shall be made by Rohm
and Haas within thirty (30) days of receipt of such documentation.
E. Restricted Stock
----------------
7. In connection with this Agreement, and as part of the consideration
therefore, Dr. Naylor agrees that, notwithstanding any contrary provision of
any Rohm and Haas benefit plan or policy, Dr. Naylor's retirement on December
31, 1995 will not have the effect of eliminating any otherwise applicable
restriction on stock granted to him under any such plan or policy. Rather,
such restrictions shall continue to apply until they would have lapsed had he
remained employed by Rohm and Haas throughout the original term of this
Agreement, unless this Agreement is terminated by Rohm and Haas prior to the
end of the original term, in which case all such restrictions shall lapse. If
Dr. Naylor breaches any term of this Agreement, he shall forfeit any such
restricted stock which has not otherwise vested.
9
F. Intellectual Property
---------------------
8. Dr. Naylor shall disclose promptly to Rohm and Haas all inventions,
discoveries and improvements, whether patentable or not, which relate to the
business or activities of Rohm and Haas and which are conceived or made by Dr.
Naylor in connection with the services provided under this Agreement or which
result from access to business or technology information of Rohm and Haas.
Dr. Naylor hereby assigns and shall assign Dr. Naylor's entire interest in
such inventions, discoveries and improvements to Rohm and Haas or its nominee
and shall execute all documents necessary to enable Rohm and Haas or its
nominee to secure patents in the United States or any foreign country or
otherwise to protect the interest of Rohm and Haas. These obligations shall
continue beyond the termination of this Agreement.
9. Any copyrightable work which Dr. Naylor authors or co-authors during
the course of, or in any way resulting from, this Agreement shall be
considered a work made for hire and shall be the exclusive property of Rohm
and Haas. The copyright in such work shall be assigned to Rohm and Haas. Dr.
Naylor shall not make any copies of such work or use such work other than for
the purposes of this Agreement without the prior written permission of Rohm
and Haas.
G. Confidentiality
---------------
11. Dr. Naylor recognizes that all Rohm and Haas business or trade
secrets, including secret processes of manufacture, and all other business and
technical information, including research records and procedures to which Dr.
Naylor has access under this Agreement, are the property of Rohm and Haas.
During the term of this Agreement and thereafter, Dr. Naylor shall keep such
information secret and confidential and not use such information in any manner
unless specifically authorized by this Agreement or by Rohm and Haas in
writing or until such information enters the public domain by other means.
12. All written information, drawings, documents and materials prepared
by Dr. Naylor under this Agreement shall be the exclusive property of Rohm
and Haas and shall be delivered by Dr. Naylor to Rohm and Haas on or before
the termination of this Agreement. During the term if this Agreement and
thereafter, Dr. Naylor shall keep such information secret and confidential
and not use such information in any manner unless specifically authorized by
this Agreement or by Rohm and Haas in writing or until such information enters
the public domain by other means.
13. Dr. Naylor shall, upon termination of this Agreement, return to Rohm
and Haas all papers, notes, books or other documents which contain or refer to
any business or technical information of Rohm and Haas, and all copies of such
documents, and all other property belonging to Rohm and Haas or relating to
its business.
H. Prior Agreements
----------------
14. The Employment Agreement (Exhibit A) and Records Security Statement
(Exhibit B) executed by Dr. Naylor prior to the execution of this Agreement
shall remain in full force and effect and shall survive the execution of this
Agreement.
I. Independent Contractor
----------------------
15. In providing service under this Agreement, Dr. Naylor shall act as,
and be deemed, an Independent Contractor and not an employee or agent of Rohm
and Haas. Dr. Naylor shall not make any representations to being an employee
or agent of Rohm and Haas and shall pay all federal, state and local taxes
which shall be become due on any money paid to Dr. Naylor by Rohm and Haas
under the terms of this Agreement.
J. Personal Performance of Work and Nonassignability
-------------------------------------------------
16. The services provided under this Agreement shall all be provided
personally by Dr. Naylor. Dr. Naylor may not assign any rights or
performance obligations under this Agreement to any other party. Any attempt
to make such an assignment will be void.
10
K. Conflict of Interest
--------------------
17. During the original term of this Agreement and for a period of two
years thereafter, Dr. Naylor will not, directly or indirectly, for himself or
others, render competing services. Not withstanding the above, Dr. Naylor
may accept employment with a competitor whose business is diversified,
provided that he will not be employed in a competing capacity, and provided
that prior to his accepting such employment, Rohm and Haas shall receive
separate written assurances satisfactory to Rohm and Haas from such competitor
and Dr. Naylor, that Dr. Naylor will not render services which are directly
or indirectly in competition with Rohm and Haas.
L. Compliance with Applicable Law
------------------------------
18. In providing services under this Agreement, Dr. Naylor shall comply
with all applicable federal, state and local laws, regulations, obligations or
governmental requests.
M. Notice
------
19. All notices given pursuant to this Agreement shall be directed to:
FOR DR. NAYLOR: FOR ROHM AND HAAS:
Dr. Robert E. Naylor Chief Executive Officer
479 Cann Road Rohm and Haas Company
West Chester, PA 19382 100 Independence Mall West
Philadelphia, PA 19106
N. Miscellaneous Provisions
------------------------
20. This Agreement contains the entire agreement of the parties relating
to the subject matter herein. It may be changed only by a written agreement,
signed by both parties.
21. The fact that any portion of this Agreement shall be found invalid or
unenforceable shall not effect the validity or enforceability of the remainder
of this Agreement.
22. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
23. This Agreement may be executed in counterparts and will be valid even
though the signatures of all parties do not appear on the same page.
Dated: __________ _______________________________
DR. ROBERT E. NAYLOR
Dated: __________ _______________________________
C.D. SOUTHWARD
FOR ROHM AND HAAS
11