ex10_4.htm


    
 

    Exhibit
      10.4

    TRANSACTION
      BONUS AGREEMENT

    BY
      AND BETWEEN

    SEQUA
      CORPORATION AND

    ROBERT
      F. ELLIS

     

    (WARWICK
      INTERNATIONAL GROUP LIMITED)

     

     

    Sequa
      Corporation and its affiliates, subsidiaries, divisions, successors and assigns
      (collectively, the “Company”) and Robert F. Ellis (the “Employee”) enter into
      this Transaction Bonus Agreement (the “Agreement”) made this 5th day of
      September,
      2007, the terms and conditions of which are set forth below.

     

    
      	
              1.  

            	
              Transaction
                Bonus

            


    

     

    The
      Company shall pay the Employee a transaction bonus in the amount of $853,400,
      provided that (1) there is a “Change in Control” (as defined below) of Warwick
      International Group Limited (“Warwick”) that occurs on or before December 31,
      2008, and (2) the Employee remains in the employment of the Company until the
      Change in Control.  Such transaction bonus shall be paid to the
      Employee in a single lump sum within fifteen (15) days after the Change in
      Control.  For purposes of this Agreement, “Change in Control” means
      any transaction pursuant to which (a) any one person, or more than one person
      acting as a group, acquires ownership of stock of Warwick that, together with
      stock held by such person or group, constitutes the total fair market value
      or
      total voting power of the stock of Warwick or (b) any one person, or more than
      one person acting as a group, acquires (or has acquired during the 12-month
      period ending on the date of the most recent acquisition by such person or
      persons) all or substantially all of the business and assets from Warwick;
      provided, however, that a transfer of assets to an entity that is controlled
      by
      the shareholders of Warwick or their affiliates immediately after the transfer
      shall not constitute a Change in Control for purposes of this
      Agreement.  The transaction contemplated by that certain Agreement and
      Plan of Merger dated as of July 8, 2007 by and among Blue Jay Acquisition
      Corporation, Blue Jay Merger Corporation and Sequa Corporation shall in no
      event
      constitute a Change in Control for purposes of this Agreement.

     

    
      	
              2.  

            	
              Withholding

            


    

     

    The
      Company shall withhold from the bonus payment described in Section 1 of this
      Agreement, amounts of withholding and other taxes due in connection with such
      payment.

     

    
      	
              3.  

            	
              Governing
                Law and Choice of
                Forum

            


    

     

    This
      Agreement shall be governed and construed in accordance with the laws of the
      State of New York without regard to its conflict of laws
      provisions.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.  

            	
              Modification

            


    

     

    No
      modification of this Agreement shall be valid unless made in writing wherein
      specific reference is made to this Agreement and signed by both parties
      hereto.

     

    
      	
              5.  

            	
              Binding
                Effect

            


    

     

    This
      Agreement shall be binding upon the Employee, the Employee’s heirs, executors
      and administrators and shall inure to the benefit of the
      Company.  This Agreement shall be binding upon the Company (including
      its successors and assigns).  This Agreement may not be assigned by
      Employee, but may be assigned by Sequa Corporation to a purchaser of its
      business or assets.

     

    
      
        	 6.   	 Confidentiality


      

    

            
      Employee
      agrees that the terms of
      this Agreement are strictly confidential and he or she, without the prior
      written consent of the Company, shall not disclose in any way to any third
      person the terms and conditions of this Agreement.  Nothing in this
      section shall be construed to prohibit the disclosure of such information by
      Employee to his immediate family members or to any legal or financial advisor,
      provided that persons to whom the disclosure is being made agree to be bound
      by
      the confidentiality provisions of this section.  Nothing in this
      section shall be construed to prohibit the disclosure by Employee of such
      information as may be required by law.

    


     

    IN
      WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
      Agreement, as of the date first written above.

     

    


     

                                    EMPLOYEE


    
 

                                    /s/
      Robert F.
      Ellis                                               


                                    Robert
      F.
      Ellis

     

     

     

                                    SEQUA
      CORPORATION

     

                                    By:     /s/
      Martin Weinstein         


     

     

     

     

     

     

     

     

    -2-