**Exhibit 10.30**

 

FIRST AMENDMENT TO THE

EMPLOYMENT AGREEMENT

BETWEEN HERCULES INCORPORATED AND

ALLEN A. SPIZZO

 

In consideration of the continued employment of theExecutive with the Company, and for other good and valuable consideration, thereceipt of which is hereby acknowledged, the Employment Agreement betweenHercules Incorporated (the “Company”) and Allen A. Spizzo (the “Executive”),dated August 24, 2000 (the “Agreement”), is hereby amended as follows:

 

1.             Section 5(a)(1)(C) ofthe Agreement is amended in its entirety to read as follows:

 

“(C) anamount determined under this subparagraph (C) payable under SERP (asdefined below) and computed as follows:

 

TheExecutive shall be entitled to be paid a retirement pension under the Company’stax-qualified defined benefit retirement plan (the “Retirement Plan”), anyexcess or supplemental retirement plan in which the Executive participates(collectively, the “SERP”), and any Enhanced Pension Benefits (as defined in Section (3)(b)(3))that the Executive is entitled to receive (collectively, the “RetirementPrograms”), in an amount equal to the greater of:

 

(i) an amount computed in accordance with theterms of the Retirement Programs in effect immediately prior to a Change ofControl of the Company and as if those terms were in effect on the Date ofTermination, or

 

(ii) an amount computed in accordance with theterms of the Retirement Programs in effect on the Date of Termination; in thecase of either clause (i) or (ii), less

 

(iii) the amount of retirement pension actuallyto be paid to the Executive under the Retirement Programs in the absence ofthis subparagraph (C).

 

In computing the amounts of the Executive’s retirementpension under clauses (i) and (ii) above, (I) the Company shall usethe Executive’s “Average Monthly Earnings” determined under the SERP as of theDate of Termination, except that for purposes of calculating “Average MonthlyEarnings”, the Company shall during the three years of Company service whichare to be added to the Executive’s actual Company service under clause (III)below, use Annual Base Salary and the Highest Annual Bonus

 

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for each of such three years; (II) if the Executive isnot yet vested in the Executive’s benefit under the Retirement Plan (even withthe addition of three years of age and three years of Company Service Credit asprovided in clause (III) below), for purposes of this provision, the Executiveshall become vested as of the Executive’s Date of Termination, and (III) threeyears shall be added to the Executive’s actual age and three years shall beadded to the Executive’s actual Company service credit under the RetirementPrograms as of the Executive’s Date of Termination so that the Executive’sretirement pension under clauses (i) and (ii) above will be the amountit would have been if the Executive had been three years older than theExecutive actually was, and the Executive had three years more Company servicecredit than the Executive actually had, on the Date of Termination.

 

The benefits under this subparagraph (C) shall becalculated under such one of the following options as would produce the highestlump sum payment:

 

(I) using the same factors (interest rate andmortality) as lump sum payments are made under the Retirement Plan (or PensionPlan of Hercules Incorporated) as in effect immediately prior to a Change ofControl of the Company; or

 

(II) using the same factors (interest rate andmortality) as lump sum payments are made under the Retirement Plan (or PensionPlan of Hercules Incorporated) as in effect on the Date of Termination.

 

In the event the Executive does not otherwise meet therequirements of the SERP for an immediate lump sum payout from the SERP becauseof the Executive’s age or service with the Company, the Executive shallnevertheless be entitled to receive the lump sum payment under thissubparagraph (C) as provided above.

 

The Executive may, at the Executive’s option,irrevocably choose to have the benefits paid under the terms of the SERP,rather than as a lump sum payment.

 

2.             Notwithstandingthis First Amendment, the remaining provisions of the Agreement shall remain infull force and effect.

 

3.             Theprovisions of this First Amendment shall be effective as of October 26,2001.

 

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|   | HERCULES INCORPORATED |
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|   | By:                   |   |   |
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|   | Date:                 |   |   |
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|   | EXECUTIVE             |
|   |                  |
|   |                  |   |
|   |                  |
|   | Date:                 |   |   |
|        |                       |  |  |  |

 

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