**Exhibit 10.31**

 

FIRST AMENDMENT TO THE

EMPLOYMENT AGREEMENT

BETWEEN HERCULES INCORPORATED AND

CRAIG A. ROGERSON

 

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 Craig A. Rogerson (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).

 

Incomputing the amounts of the Executive’s retirement pension under clauses (i) and(ii) above, (I) the Company shall use the Executive’s “Average MonthlyEarnings” determined under the SERP as of the Date of Termination, except thatfor purposes of calculating “Average Monthly Earnings”, the Company shallduring the three years of Company service which are to be added to theExecutive’s actual Company service under clause (III) below, use Annual BaseSalary and the Highest Annual Bonus

 

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foreach of such three years; (II) if the Executive is not yet vested in theExecutive’s benefit under the Retirement Plan (even with the addition of threeyears of age and three years of Company Service Credit as provided in clause(III) below), for purposes of this provision, the Executive shall become vestedas of the Executive’s Date of Termination, and (III) three years shall be addedto the Executive’s actual age and three years shall be added to the Executive’sactual Company service credit under the Retirement Programs as of the Executive’sDate 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 beenthree years older than the Executive actually was, and the Executive had threeyears more Company service credit than the Executive actually had, on the Dateof 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             |
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|   | Date:                 |   |   |
|        |                       |  |  |  |

 

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