**Exhibit 10.32**

 

April 8, 2002

 

### Mr. John Televantos

2 Crows Nest Circle

West Chester, PA  19382

####  

#### DearJohn:

####  

I am pleased to confirm the terms and conditions ofyour offer to join Hercules Incorporated effective April 15, 2002 in theposition of President Aqualon Division of Hercules and Vice President, HerculesIncorporated.  This position will reportto William H. Joyce, Chairman & Chief Executive.

 

Our offer includes the following components:

 

1.               *Annual Base Salary: *$302,000payable in 12 equal monthly installments. Pursuant to our salary administration policy, salary reviews areconducted each March 1st.

 

2.               *2002 MICP Target Opportunity:* Your target annual incentiveopportunity under the Hercules Management Incentive Compensation Plan (MICP) is50% of your base salary.  The maximumpayout is 100% of base salary and, of course, the minimum is zero. Any payoutsabove the target amount are made in discounted restricted stock.

 

3.               *Long-Term Incentive*: In this position, you are eligible toreceive annual grants under the Hercules Long-Term Incentive Compensation Plan(LTICP).  Your first year award will be130,000 non-qualified stock options subject to Compensation Committeeapproval.  Future awards will bedetermined based on competitive practice for your position at that time.

 

4.               *Benefits:* Your benefits will be covered under the currentHercules Incorporated plan per the enclosed Benefits overview.  Eligibility provisions for welfare benefits(other than pension participation purposes) will be waived.

 

5.               *Deferred Compensation: *Youwill be eligible to participate in the Hercules Deferred CompensationPlan.  This plan provides the option todefer before-tax salary and/or target MICP amounts.  More information will be provided to you onthis plan when you become eligible to participate.

 

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6.               *Executive Stock Purchase Program:*In the fall of 2002*,*you will become eligible to participate in the ExecutiveStock Purchase Program.  This program,under the LTICP, provides you with the option of converting salary, target MICPamounts, and Nonqualified Pension benefits into Hercules Restricted Stock at a15% discount.  The program also providesfor the exchange of Nonqualified Savings Plan balances for restricted stockwith no discount.  More information willbe provided to you on this program through the Corporate Human ResourcesDepartment.

 

You are eligible for a Change in Control Agreementwhich provides up to three years salary and target annual incentive in theevent of a Change of Control at Hercules Incorporated.  A copy of the Change in Control Agreement isenclosed.

 

This offer is contingent upon two issues.  You must successfully pass our standardpre-placement physical examination before your anticipated starting date.  A part of this examination will be a test todetect the use of drugs or alcohol.  Ifyou are currently using prescription drugs, please bring your prescription withyou to the physical.  In addition, wemust verify employment eligibility under the Immigration Reform and ControlAct.

 

John, I am excitedabout having you as part of the Hercules team in this critical role.  I look forward to working with you to makethis a personally and professionally rewarding opportunity.

 

To indicate your review and acceptance with the aboveterms please sign a copy of this letter and return it to me within three days.

 
|            | Best regards,                           |
|-----------------|-----------------------------------------|
|            |                                    |
|            |                                    |
|            | Edward V. Carrington, Vice President    |
|            | Human Resources and Corporate Resources |
|            |                                    |
| Accepted by:    |                                    |
|            |                                    |
|            |                                    |
|            |                                    |   |
| John Televantos |                                    |
|                 |                                         |  |

 

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