EXHIBIT 10-Nn

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of the **15th** day of **April**, **2002** (this "Agreement"), by and between Hercules Incorporated, a Delaware corporation (the "Company"), and John Televantos ("Executive").

WHEREAS, the Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders/stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding thepossibility, threat or occurrence of a Change of Control (as defined herein).  The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Changeof Control and to encourage the Executive's full attention and dedication to the current Company and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control thatensure that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into thisAgreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

# **Section 1.              Certain Definitions**.  (a) "Effective Date" means the first date during the Change of Control Period (as defined herein) on which a Change of Controloccurs.  Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated bythe Executive that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of Control, then "Effective Date"means the date immediately prior to the date of such termination of employment.

## (b)  Change of Control Period" means the period commencing on the date hereof and ending on the third anniversary of the date hereof; *provided*, *however*, that, commencing on the date one year after the date hereof, and on each annual anniversaryof such date (such date and each annual anniversary thereof, the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to theRenewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

## (c)  "Affiliated Company" means any company controlled by, controlling or under common control with the Company.

## (d)  "Change of Control" means:

#### (1)           The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") ofbeneficial ownership (within the meaning of Rule 13d‐3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of thethen-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); *provided*, *however*, that, for purposes of this Section 1(d), the following acquisitions shall notconstitute a Change of Control:  (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv)any acquisition by any corporation pursuant to a transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C).

#### (2)           Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; *provided*, *however*, that anyindividual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as thoughsuch individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

#### (3)           Approval by the shareholders of the Company of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "BusinessCombination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediatelyprior to such Business Combination beneficially own, directly or indirectly, 60% or more of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, asthe case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one ormore subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding anycorporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, thethen-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the BusinessCombination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Boardproviding for such Business Combination; or

#### (4)           Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

## (e)  "Alternative Change of Control" means a Change of Control as defined above, except that the phrase "Approval by the shareholder of the Company" in clause (3) of Section 1(d) shall be deemed to read "Consummation."

# **Employment Period**.  The Company hereby agrees to continue the Executive in its employ, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the EffectiveDate (the "Employment Period").  The Employment Period shall terminate upon the Executive's termination of employment for any reason.

# **Section 2               Terms of Employment.**  (a)  **Position and Duties.**  (1)  During the Employment Period, (A) the Executive's position(including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day periodimmediately preceding the Effective Date and (B) the Executive's services shall be performed at the office where the Executive was employed immediately preceding the Effective Date or at any other location less than 30 miles from such office.

### (2)           During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normalbusiness hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently suchresponsibilities.  During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educationalinstitutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement.  It is expressly understood andagreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shallnot thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

## (b)**  Compensation****.**  (1)  **Base Salary. ** During the Employment Period, the Executive shall receive an annual base salary (the "Annual Base Salary") at an annual rate at least equal to 12 times thehighest monthly base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Company and the Affiliated Companies in respect of the 12-month period immediately preceding the month in which the Effective Dateoccurs.  The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally.  During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the lastsalary increase awarded to the Executive prior to the Effective Date.  Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.  The Annual Base Salary shall not be reduced afterany such increase and the term "Annual Base Salary" shall refer to the Annual Base Salary as so increased.

### (2)           **Annual Bonus****.**  In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the "AnnualBonus") in cash at least equal to the Executive's Recent Target Bonus, as defined in the next sentence.  The "Recent Target Bonus" means the Annual Base Salary times a percentage equal to the percentage of base salary most recently established, before theEffective Date, for purposes of determining the Executive's target bonus under the Company's Management Incentive Compensation Plan or any predecessor or successor plan (the "MICP").  Each such Annual Bonus shall be paid no later than the end of the third monthof the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.  Any bonus paid to the Executive under the MICP as a result of the Change of Control (a "Changeof Control Bonus") shall be taken into account in determining whether the requirements of this Section 3(b)(2) have been met with respect to the fiscal year in which the Change of Control occurs.

### (3)           **Incentive, Savings and Retirement Plans****. ** During the Employment Period, the Executive shall be entitled to participate in all cash incentive, equity incentive, savings andretirement plans, practices, policies, and programs applicable generally to other peer executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities(measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the mostfavorable of those provided by the Company and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to theExecutive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.  The Executive shall also continue to be entitled to any supplemental pension benefits to which he may be entitledpursuant to any individual agreement with the company or any Affiliated Companies (collectively, "Enhanced Pension Benefits").

### (4)           **Welfare Benefit Plans****. ** During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shallreceive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and the Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travelaccident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are lessfavorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those providedgenerally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.

### (5)           **Expenses****. ** During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordancewith the most favorable policies, practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effectgenerally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

### (6)           **Fringe Benefits****. ** During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services,payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time duringthe 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

### (7)           **Office and Support Staff****. ** During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, andto exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and the Affiliated Companies at any time during the 120-day period immediately preceding the Effective Date or, ifmore favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

### (8)           **Vacation****. ** During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices ofthe Company and the Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peerexecutives of the Company and the Affiliated Companies.

# **Section 4.**              **Termination of Employment****.**  (a)  **Death or Disability.**  The Executive's employment shall terminate automatically ifthe Executive dies during the Employment Period.  If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of "Disability"), it may give to theExecutive written notice in accordance with Section 11(b) of its intention to terminate the Executive's employment.  In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by theExecutive (the "Disability Effective Date"), *provided* that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties.  "Disability" means the absence of the Executive from theExecutive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptableto the Executive or the Executive's legal representative.

## (b)**  Cause****. ** The Company may terminate the Executive's employment during the Employment Period for Cause.  "Cause" means:

#### (1)           the willful and continued failure of the Executive to perform substantially the Executive's duties (as contemplated by Section 3(a)(1)(A)) with the Company or any Affiliated Company (other than anysuch failure resulting from incapacity due to physical or mental illness or following the Executive's delivery of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board or the ChiefExecutive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive's duties, or

#### (2)           the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

For purposes of this Section 4(b), no act, or failure to act, on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omissionwas in the best interests of the Company.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company orbased upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.  The cessation of employment of the Executive shall not be deemed to befor Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Executive, if the Executive is a member of theBoard) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faithopinion of the Board, the Executive is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.

## (c)  **Good Reason****. ** The Executive's employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason.  "Good Reason" means:

#### (1)           the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties orresponsibilities as contemplated by Section 3(a), or any other diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company's ceasing to be a publicly traded entity), excluding for this purpose anisolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

#### (2)           any failure by the Company to comply with any of the provisions of Section 3(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by theCompany promptly after receipt of notice thereof given by the Executive;

#### (3)           the Company's requiring the Executive (i) to be based at any office or location other than as provided in Section 3(a)(1)(B), (ii) to be based at a location other than the principal executive officesof the Company if the Executive was employed at such location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

#### (4)           any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or

#### (5)           any failure by the Company to comply with and satisfy Section 10(c).

For purposes of this Section 4(c), any good faith determination of Good Reason made by the Executive shall be conclusive.  The Executive's mental or physical incapacity following the occurrence of an event described above in clauses (1) through (5) shall notaffect the Executive's ability to terminate employment for Good Reason.

## (d)**  Notice of Termination. ** Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b).  "Notice ofTermination" means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of theExecutive's employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after thegiving of such notice).  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively,hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's respective rights hereunder.

## (e) **  Date of Termination. ** "Date of Termination" means (1) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later datespecified in the Notice of Termination, (which date shall not be more than 30 days after the giving of such notice), as the case may be, (2) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shallbe the date on which the Company notifies the Executive of such termination, and (3) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, asthe case may be.

# **Section 5.**              **Obligations of the Company upon Termination****.  (a)  Good Reason; Other Than for Cause, Death or Disability.**  If, during theEmployment Period, the Company terminates the Executive's employment other than for Cause or Disability or the Executive terminates employment for Good Reason:

#### (1)           the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts:

##### (A)          the sum of: (i) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (x) the higher of (I) the Recent Target Bonus and (II) the AnnualBonus paid or payable, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months), for the most recentlycompleted fiscal year during the Employment Period, if any (such higher amount, the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is365; *provided,* that if the Date of Termination occurs in the same fiscal year as the Change of Control, then such product shall be reduced (but not below zero) by the amount of any Change of Control Bonus payable to the Executive; and (iii) any accruedvacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii) and (iii), the "Accrued Obligations");

##### (B)           the amount equal to the product of (i) three and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and

##### (C)           an amount determined under this subparagraph (C) payable under SERP (as defined below) and computed as follows:

#####                                 The Executive shall be entitled to be paid a retirement pension under theCompany's tax-qualified defined benefit retirement plan (the "Retirement Plan"), any excess 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 theExecutive is entitled to receive (collectively, the "Retirement Programs"), in an amount equal to the greater of:

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

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

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

                                In computing the amounts of the Executive's retirement pension under clauses(i) and (ii) above, (I) the Company shall use the Executive's "Average Monthly Earnings" determined under the SERP as of the Date of Termination, except that for purposes of calculating "Average Monthly Earnings", the Company shall during the three years of Companyservice  which are to be added to the Executive's actual Company service under clause (III) below, use Annual Base Salary and the Highest Annual Bonus for each of such three years; (II) if the Executive is not yet vested in the Executive's benefit under theRetirement Plan (even with the addition of three years of age and three years of Company Service Credit as provided in clause (III) below), for purposes of this provision, the Executive shall 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 be added to the Executive's actual Company service credit under the Retirement Programs as of the Executive's Date of Termination so that the Executive's retirement pension under clauses (i) and(ii) above will be the amount it would have been if the Executive had been three years older than the Executive actually was, and the Executive had three years more Company service credit than the Executive actually had, on the Date of Termination.

                                The benefits under this subparagraph (C) shall be calculated under such oneof the following options as would produce the highest lump sum payment:

                              (I) using the same factors (interest rate and mortality) as lump sum payments are madeunder the Retirement Plan (or Pension Plan of Hercules Incorporated) as in effect immediately prior to a Change of Control of the Company; or

                              (II) using the same factors (interest rate and mortality) as lump sum payments are madeunder the Retirement Plan (or Pension Plan of Hercules Incorporated) as in effect on the Date of Termination.

In the event the Executive does not otherwise meet the requirements of the SERP for an immediate lump sum payout from the SERP because of the Executive's age or service with the Company, the Executive shall nevertheless be entitled to receive the lump sum paymentunder this subparagraph (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)           for three years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continuewelfare and fringe benefits to the Executive and/or the Executive's family at least equal to those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(4) and (6) if the Executive's employmenthad not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families, *provided*, *however*, that, if the Executivebecomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during suchapplicable period of eligibility; and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to haveremained employed until three years after the Date of Termination and to have retired on the last day of such period;

#### (3)           the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's solediscretion provided, that the cost of such outplacement shall not exceed $50,000;

#### (4)           all stock options and restricted stock held by the Executive immediately before the Date of Termination shall vest in full, and such stock options shall remain exercisable until the first to occur ofthe first anniversary of the Date of Termination and the expiration of their original terms; and

#### (5)           to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive iseligible to receive under any plan, program, policy or practice or contract or agreement of the Company and the Affiliated Companies (such other amounts and benefits, the "Other Benefits").

## (b)           **Death****.**  If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, the Company shall provide the Executive's estate orbeneficiaries with the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement.  The Accrued Obligations shall be paid to the Executive's estate or beneficiary, asapplicable, in a lump sum in cash within 30 days of the Date of Termination.  With respect to the provision of the Other Benefits, the term "Other Benefits" as utilized in this Section 5(b) shall include, without limitation, and the Executive's estate and/orbeneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and the Affiliated Companies to the estates and beneficiaries of peer executives of the Company and the Affiliated Companies under such plans,programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive'sestate and/or the Executive's beneficiaries, as in effect on the date of the Executive's death with respect to other peer executives of the Company and the Affiliated Companies and their beneficiaries.

## (c)         **Disability****. ** If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, the Company shall provide the Executive with the AccruedObligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement.  The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date ofTermination.  With respect to the provision of the Other Benefits, the term "Other Benefits" as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits atleast equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effectgenerally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally withrespect to other peer executives of the Company and the Affiliated Companies and their families.

## (d)           **Cause; Other Than for Good Reason****. ** If the Executive's employment is terminated for Cause during the Employment Period, the Company shall provide to the Executive (1) theExecutive's Annual Base Salary through the Date of Termination, (2) the amount of any compensation previously deferred by the Executive, and (3) the Other Benefits, in each case, to the extent theretofore unpaid, and shall have no other severance obligations underthis Agreement.  If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the timely payment or delivery of the OtherBenefits, and shall have no other severance obligations under this Agreement.  In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

# **Section 6.              Non-exclusivity of Rights.**  Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program,policy or practice provided by the Company or the Affiliated Companies and for which the Executive may qualify, nor, subject to Section 11(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any other contract or agreementwith the Company or the Affiliated Companies.  Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or the Affiliated Companies at orsubsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.  Notwithstanding the foregoing, if the Executive receives payments andbenefits pursuant to Section 5(a) of this Agreement, the Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company and the Affiliated Companies, including without limitation the Executive SeverancePlan, unless otherwise specifically provided therein in a specific reference to this Agreement.

# **Section 7.**              **Full Settlement; Contests****.**  (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment ortake any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. 

## (b)           The Company agrees to pay as incurred (within 10 days following the Company's receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that theExecutive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof(including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Codeof 1986, as amended (the "Code").  Notwithstanding the foregoing, the Company shall have no obligation to pay the Executive's legal fees and expenses in connection with any action initiated by the Executive as to which the trier of fact finds that theExecutive's claim was frivolous or brought in bad faith.

# **Section 8.**              **Certain Additional Payments by the Company****. **

## (a)           Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed withrespect to such excise tax (the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (the "Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect tosuch taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed uponthe Payments. 

## (b)           Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required, the amount of such Gross-UpPayment and the assumptions to be utilized in arriving at such determination, shall be made by PriceWaterhouseCoopers (the "Accounting Firm").  The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company.  In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effectingthe Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder).  All fees and expenses of theAccounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination.  Any determination bythe Accounting Firm shall be binding upon the Company and the Executive.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-UpPayments that will not have been made by the Company should have been made (the "Underpayment"), consistent with the calculations required to be made hereunder.  In the event the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafteris required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

## (c)         The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment.  Such notification shallbe given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim.  The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid.  TheExecutive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall:

#### (1)           give the Company any information reasonably requested by the Company relating to such claim,

#### (2)           take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation withrespect to such claim by an attorney reasonably selected by the Company,

#### (3)           cooperate with the Company in good faith in order effectively to contest such claim, and

#### (4)           permit the Company to participate in any proceedings relating to such claim;

*provided*, *however*, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis,for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses.  Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedingstaken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, eitherdirect the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one ormore appellate courts, as the Company shall determine; *provided*, *however*, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-freebasis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and*provided*, *further*, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the InternalRevenue Service or any other taxing authority.

## (d)         If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall(subject to the Company's complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by the Executive ofan amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial ofrefund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

## (e)           Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for thebenefit of the Executive, all or any portion of the Gross-Up Payment, and the Executive hereby consents to such withholding.

# **Section 9.              Confidential Information.**  The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information,knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive's employment by the Company or the Affiliated Companies andwhich information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  After termination of the Executive's employment with the Company, theExecutive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by theCompany.  In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

# **Section 10.**            **Successors****.**  (a)  This Agreement is personal to the Executive, and, without the prior written consent of the Company, shall not be assignable bythe Executive other than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.

## (b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  Except as provided in Section 10(c), without the prior written consent of theExecutive this Agreement shall not be assignable by the Company.

## (c)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assumeexpressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  "Company" means the Company as hereinbefore defined and any successor to its businessand/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law or otherwise.

# **Section 11.**            **Miscellaneous****.**  (a)  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference toprinciples of conflict of laws.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or theirrespective successors and legal representatives.

## (b)           All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postageprepaid, addressed as follows:

if to the Executive:

**John Televantos**

**Hercules Incorporated**

**Hercules Plaza**

**Wilmington, Delaware  19894-0001**

if to the Company:

Hercules Incorporated

Hercules Plaza

Wilmington, Delaware  19894-0001

Attn:  Chief Executive Officer

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

## (c)           The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

## (d)           The Company may withhold from any amounts payable under this Agreement such United States federal, state or local or foreign taxes as shall be required to be withheld pursuant to any applicable lawor regulation.

## (e)           The Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder,including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Sections 4(c)(1) through 4(c)(5), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

## (f)            The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive bythe Company is "at will" and, subject to Section 1(a), prior to the Effective Date, the Executive's employment may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rightsunder this Agreement.  From and after the Effective Date, except as specifically provided herein, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.
|                 |    | John Televantos                       |
|-----------------|----|---------------------------------------|
|                 |    |                                       |
|                 |    | **HERCULES INCORPORATED**             |
|                 |    |                                       |
|                 | By | William H. Joyce                      |
|                 |    | Chairman, and Chief Executive Officer |
|                 |    |                                       |
|                 |    |                                       |
| Attest:         |    |                                       |
|                 |    |                                       |
|                 |    |                                       |
| Israel J. Floyd |    |                                       |
| Secretary       |    |                                       |