**Exhibit 10.15**

**EmploymentAgreement, Effective October 1, 2005 by and between Paul Ferrall and PQCorporation**

**EMPLOYMENTAGREEMENT** dated as ofSeptember 15, 2005, and effective as of October 1, 2005, by and between PQCorporation, a Pennsylvania corporation (the “Company”) and wholly-ownedsubsidiary of Niagara Holdings, Inc., a Delaware corporation (“Holdings”),and Paul Ferrall (the “Executive”).

**WHEREAS**, pursuant to that certain Agreement and Planof Merger dated as of December 15, 2004 (the “Merger Agreement”) by andamong the Company, Holdings and Niagara Acquisition, Inc., a Delawarecorporation and wholly-owned subsidiary of Holdings (“Merger Sub”),Merger Sub was merged with and into PQ, with PQ as the surviving corporation(the “Merger”) effective as of February 11, 2005.

**WHEREAS,** the Company desires to employ the Executive,and the Executive desires to accept such employment, on the terms and subjectto the conditions hereinafter set forth. Capitalized terms used herein and not otherwise defined shall have themeanings ascribed to them in Section 13.

**NOW,THEREFORE**, inconsideration of the covenants contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

# **Employment.**

TheCompany shall employ the Executive, and the Executive accepts employment withthe Company, upon the terms and conditions set forth in this Agreement for theperiod beginning on October 1, 2005 (the “Effective Date”) and ending onthe Termination Date determined pursuant to Section 4(a) (the “EmploymentPeriod”).

# **Positionand Duties.**

## During the Employment Period, the Executive shall report to the ChiefExecutive Officer of the Company****(the“CEO”)****and perform suchduties, activities and responsibilities as directed by the CEO.  The Executive acknowledges and agrees that heowes a fiduciary duty of loyalty to the Company to discharge his duties andotherwise act in a manner consistent with the best interests of the Company andits Subsidiaries.

## During the Employment Period, except with the prior consent of theBoard (excluding the Executive if he should be a member of the Board at thetime of such determination), the Executive shall devote his best efforts andall of his working time, attention and energies to the performance of hisduties and responsibilities under this Agreement (except for vacations to whichhe is entitled pursuant to Section 3(a) and except for illness orincapacity).  The Executive shall notengage in any business activity which, in the reasonable judgment of the Board(excluding the Executive if he should be a member of the Board at the time ofsuch determination), conflicts with the duties of the Executive hereunder,whether or not such activity is pursued for gain, profit or other pecuniaryadvantage.

# **BaseSalary, Bonus and Benefits.**

## During the Employment Period, the Executive’s base salary shall be$200,000 per annum, or such higher rate as the Board or Compensation Committeeof the Board (excluding the Executive if he should be a member of the Board orthe Compensation Committee at the time of such determination) may designatefrom time to time (the “Base Salary”), which salary shall be payable insuch installments as is customary for other senior executives of the Company.  The Executive shall be entitled to take four(4) weeks of paid vacation annually.  TheBoard or Compensation Committee shall conduct a review of the Executive’s BaseSalary on an annual basis.  During theEmployment Period, the Executive shall also be entitled to participate in thestandard benefit plans available to the Company’s employees generally, inaccordance with the terms and conditions of such plans as in effect from timeto time.

## Executive shall be eligible to receive, in addition to the Base Salary,an annual bonus (the “Bonus”) for services rendered during each calendaryear in the Employment Period.  Theamount of Bonus, if any, payable in respect of any calendar year will bedetermined based on the achievement of performance goals established by theBoard or Compensation Committee within the first 90 days of such year.  The target Bonus in respect of each calendaryear (the “Target Bonus Percentage”) will equal 35%****of the base salary paid or payable to theExecutive for such year.  The Bonus, ifany, payable with respect to a calendar year shall be paid within thirty (30)days following the rendering of the Company’s audited financial statements forthe relevant calendar year, subject to Executive’s continuedemployment with the Company through such payment date.

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## The Company shall reimburse the Executive for all reasonable andnecessary expenses incurred by him in the course of performing his duties underthis Agreement which are consistent with the Company’s policies in effect fromtime to time with respect to travel, entertainment and other business expenses,subject to the Company’s requirements with respect to reporting anddocumentation of such expenses.

## TheCompany shall deduct from any payments to be made by it to or on behalf of theExecutive under this Agreement any amounts required to be withheld in respectof any federal, state or local income or other taxes.

# **Termination.**

## Termination Date.  The Executive’s employment under thisAgreement shall terminate upon the earliest to occur (the date of suchoccurrence being the “Termination Date”) of (i) the expiration of theTerm; (ii) the effective date of the Executive’s resignation other than forGood Reason (a “Resignation”); (iii) the Executive’s death or Disability(an “Involuntary Termination”); (iv) the effective date of a terminationof the Executive’s employment for Cause by the Board (a “Termination forCause”); (v) the effective date of Executive’s resignation for Good Reason(a “Termination for Good Reason”) and (vi) the effective date of atermination of the Executive’s employment by the Board for reasons that do notconstitute Cause (a “Termination without Cause”).  The effective date of a Resignation orTermination for Good Reason shall be as determined under Section 4(b); theeffective date of an Involuntary Termination shall be the date of death or, inthe event of a Disability, the date specified in a notice delivered to theExecutive by the Company; and the effective date of a Termination for Cause ora Termination without Cause shall be the date specified in a notice deliveredto the Executive by the Company of such termination.

## Resignation or Termination for Good Reason.  TheExecutive shall give the Company at least 30 days’ prior written notice of hisResignation or Termination for Good Reason, with the effective date thereofspecified therein.  The Board may, in itsdiscretion, accelerate the effective date of such termination of employment.

## Term/Renewal.  The initial term of employment under thisAgreement (the “Initial Term”) shall be for the period beginning on theEffective Date and ending on the fifth anniversary thereof, unless earlierterminated pursuant to Section 4(a); provided that the term ofemployment may be extended for one or more additional one (1) year period(s)(each, an “Extension Term”) by mutual agreement of the Company and theExecutive not later than 90 days prior to the expiration of the Initial Term orExtension Term, if any, then in effect. The Initial Term and any Extension Term shall be collectively referredto as the “Term” hereunder. Nothing stated in this Agreement or represented orally or in writing toeither party shall create any obligation of either party to renew thisAgreement.

# **Effect ofTermination; Severance.**

## General.  In the event of the Executive’s terminationof employment for any reason, the Executive or his estate or beneficiariesshall have the right to receive the following:

### theunpaid portion of the Base Salary and paid time off accrued and payable throughthe Termination Date; and

### reimbursementfor any expenses for whichthe Executive shall not have been previously reimbursed, as provided in Section3(c).

The Executive (or his estate or beneficiaries) shallbe entitled to the cash severance payments described below only as set forthherein, and the provisions of this Section 5 shall supersede in theirentirety any severance payment provisions in any severance plan, policy,program or arrangement maintained by the Company.

Termination without Causeor Termination for Good Reason. In the event of a Terminationwithout Cause or a Termination for Good Reason, and subject to the Executive’sentering into a Release Agreement with the Company in substantially the formattached hereto as Exhibit A (the “Release”), the Executiveshall have the right to receive the following:

### theBase Salary provided by Section 3(a) hereof for a period of eighteen(18) months from the Termination Date (the “Severance Period”), suchamount to be deemed liquidated damages and payable at the applicable payrollperiods; provided, however, that in the event of a breach by theExecutive of Section 6, 7, 8, or 9 on or after theTermination Date, the provisions of Section 11 shall apply;

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### apro rata amount of the Bonus, if any, which would have been payable to theExecutive for the calendar year in which such termination occurs, determinedafter the end of the calendar year in which such termination occurs and equalto the amount which would have been payable to the Executive if Executive’semployment had not been terminated during such calendar year multiplied by afraction, the numerator of which is the number of whole months the Executivewas employed by the Company during such calendar year and the denominator ofwhich is 12.  Any pro rata bonus payableunder this Section 5(b)(ii) shall be paid in substantially equalinstallments over the remaining term of the Severance Period followingcalculation of such pro rata bonus amount;

### anamount equal to the product of (A) the amount of the Bonus, if any, paid orpayable to the Executive in respect of the most recently completed fiscal yearending on or prior to the Termination Date and (B) 1.5, to be paid insubstantially equal installments over the Severance Period; and

### anamount equal to any earned but unpaid Bonus in respect of fiscal years endingon or prior to the Termination Date, to be paid in substantially equalinstallments over the Severance Period.

## Involuntary Termination.  In the event of an InvoluntaryTermination, the Executive (or his estate or beneficiaries) shall have theright to receive a pro rata amount of the Bonus, if any, which would have beenpayable to the Executive for the calendar year in which such terminationoccurs, determined after the end of the calendar year in which such terminationoccurs and equal to the amount which would have been payable to the Executiveif Executive’s employment had not been terminated during such calendar yearmultiplied by a fraction, the numerator of which is the number of whole monthsthe Executive was employed by the Company during such calendar year and thedenominator of which is 12.  Any pro ratabonus payable under this Section 5(c) shall be paid within thirty daysfollowing the determination of such pro rata bonus amount.

## The rights of the Executive set forth in this Section 5 areintended to be the Executive’s exclusive remedy for termination and, to thegreatest extent permitted by applicable law, the Executive waives all otherremedies.

# **Nondisclosureand Nonuse of Confidential Information.**

TheExecutive will not disclose or use at any time, either during the EmploymentPeriod or thereafter, any Confidential Information of which the Executive is orbecomes aware, except to the extent that (i) such disclosure or use is directlyrelated to and required by the Executive’s performance of duties assigned tothe Executive by the Company; (ii) to the extent that such disclosure isrequired in connection with any action by the Executive to enforce rights underthis Agreement or (iii) such disclosure is required by a court of law,governmental agency, or by any administrative or legislative body withjurisdiction to order the Executive to divulge or disclose such ConfidentialInformation; provided, that, the Executive shall provide ten (10) daysprior written notice to the Company of any such requirement or order todisclose Confidential Information so that the Company may seek a protectiveorder or similar remedy; and, provided, further, that, in each case set forthabove, the Executive informs the recipients that such information orcommunication is confidential in nature.

# **Inventionsand Patents.**

TheExecutive agrees that all Work Product belongs to the Company.  The Executive will promptly disclose suchWork Product to the Board and perform all actions reasonably requested by theBoard (whether during or after the Employment Period) to establish and confirmsuch ownership (including, without limitation, the execution and delivery ofassignments, consents, powers of attorney and other instruments) and to providereasonable assistance to the Company in connection with the prosecution of anyapplications for patents, trademarks, trade names, service marks or reissuesthereof or in the prosecution or defense of interferences relating to any WorkProduct.

# **Non-Competeand Non-Solicitation.**

TheExecutive acknowledges and agrees with the Company that during the course ofthe Executive’s employment with the Company, the Executive will have theopportunity to develop relationships with existing employees, customers andother business associates of the Company and its Subsidiaries whichrelationships constitute goodwill of the Company, and the Company would beirreparably damaged if the Executive were to take actions that would damage ormisappropriate such goodwill. Accordingly, the Executive agrees as follows:

## The Executive acknowledges that the Company currently conducts itsbusiness throughout North America, South America, Europe and Asia (the “Territory”).  Accordingly, during the Term and during the18-month period following the Termination Date (the “Non-Compete Period”),the Executive shall not, directly or indirectly, enter into, engage in, assist,

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## giveor lend funds to or otherwise finance, be employed by or consult with, or havea financial or other interest in, any business which engages within theTerritory in any business in which the Company engages, whether for or byhimself or as an independent contractor, agent, stockholder, partner or jointventures for any other Person (any such activity, “Competition”).  To the extent that the covenant provided forin this Section 8(a) may later be deemed by a court to be too broad tobe enforced with respect to its duration or with respect to any particularactivity or geographic area, the court making such determination shall have thepower to reduce the duration or scope of the provision, and to add or deletespecific words or phrases to or from the provision.  The provision as modified shall then beenforced.

## Notwithstanding the foregoing, the aggregate ownership by the Executiveof no more than two (2) percent (on a fully-diluted basis) of the outstandingequity securities of any Person, which securities are traded on a national orforeign securities exchange, quoted on the NASDAQ stock market or otherautomated quotation system, and which Person competes with the Company (or anypart thereof) within the Territory, shall not be deemed to be a violation of Section8(a).  In the event that any Personin which the Executive has any financial or other interest directly or indirectlyenters into a line of business during the Non-Compete Period that competes withthe Company or engages in the business of the Company within the Territory, theExecutive shall divest all of his interest (other than as permitted to be heldpursuant to the first sentence of this Section 8(b)) in such Personwithin 15 days after such Person enters into such line of business thatcompetes with the Company or engages in such business within the Territory.

## The Executive covenants and agrees that during the Term and during the18-month period following the Termination Date, except as expresslyprovided herein, the Executive will not, directly or indirectly, either forhimself or for any other Person (i) solicit any employee or consultant of theCompany or any of its Subsidiaries to terminate his or her employment orconsulting relationship with the Company or any of its Subsidiaries; (ii)employ any employee or consultant of the Company or any of its Subsidiariesduring the period of his or her employment or consulting relationship with theCompany or any of its Subsidiaries; (iii) solicit any customer of the Companyor any of its Subsidiaries to purchase or distribute information, products orservices of or on behalf of the Executive or such other Person that arecompetitive with the information, products or services provided by the Companyor any of its Subsidiaries or (iv) take any action that may cause injuryto the relationships between the Company or any of its Subsidiaries or any oftheir employees and any lessor, lessee, vendor, supplier, customer,distributor, employee, consultant or other business associate of the Company orany of its Subsidiaries as such relationship relates to the Company’s or any ofits Subsidiaries’ conduct of their business. Notwithstanding the preceding sentence, the provisions of this Section8(c) shall not apply to the solicitation or employment of the members ofthe Peak Group (but shall apply with respect to the solicitation or employmentof Michael R. Boyce); provided, however, that nothing hereinshall be construed as an amendment, waiver or modification to any other term orprovision of this Agreement, or to any restrictive covenant or other provisioncontained in any agreement between any member of the Peak Group or Michael R.Boyce and Holdings, the Company or any Subsidiary of either of them.

## The Executive understands that the foregoing restrictions may limit hisability to earn a livelihood in a business similar to the business of theCompany and any of its Subsidiaries, but he nevertheless believes that he hasreceived and will receive sufficient consideration and other benefits as anemployee of the Company and as otherwise provided hereunder or as described inthe recitals hereto to clearly justify such restrictions which, in any event(given his education, skills and ability), the Executive does not believe wouldprevent him from otherwise earning a living.

# **Deliveryof Materials Upon Termination of Employment.**

TheExecutive shall deliver to the Company at the termination of the EmploymentPeriod or at any time the Company may request all memoranda, notes, plans,records, reports, computer tapes and software and other documents and data (andcopies thereof) relating to the Confidential Information or Work Product whichhe may then possess or have under his control regardless of the location orform of such material and, if requested by the Company, will provide theCompany with written confirmation that all such materials have been deliveredto the Company.

# **Insurance.**

TheCompany may, for its own benefit, maintain “key man” life and disabilityinsurance policies covering the Executive. The Executive will cooperate with the Company and provide suchinformation or other assistance as the Company may reasonably request in connectionwith the Company obtaining and maintaining such policies.

# **Enforcement.**

Becausethe Executive’s services are unique and because the Executive has access toConfidential Information and Work Product, the parties hereto agree that moneydamages would be an inadequate remedy for any breach of this

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Agreement. Therefore, in the event of a breach or threatened breach of thisAgreement, the Company or its successors or assigns may, in addition to otherrights and remedies existing in their favor, apply to any court of competentjurisdiction for specific performance and/or injunctive or other relief inorder to enforce, or prevent any violations of, the provisions hereof (withoutposting a bond or other security).  In additionto the foregoing, and not in any way in limitation thereof, or in limitation ofany right or remedy otherwise available to the Company, if the Executiveviolates any provision of the foregoing Sections 6, 7, 8or 9, any payments then or thereafter due from the Company to theExecutive pursuant to Section 5(b) shall be terminated forthwith and theCompany’s obligation to pay and the Executive’s right to receive such paymentsshall terminate and be of no further force or effect, in each case withoutlimiting or affecting the Executive’s obligations under such Sections 6,7, 8 and 9 or the Company’s other rights and remediesavailable at law or equity.

# **Representations.**

## Each party hereby represents and warrants to the other party that (a)the execution, delivery and performance of this Agreement by such party doesnot and will not conflict with, breach, violate or cause a default under anyagreement, contract or instrument to which such party is a party or anyjudgment, order or decree to which such party is subject, and (b) upon theexecution and delivery of this Agreement by such party, this Agreement will bea valid and binding obligation of such party, enforceable in accordance withits terms, except as enforcement hereof may be limited by any applicablebankruptcy, reorganization, insolvency or other laws affecting creditors rightsgenerally or by general principles of equity. In addition, the Executive represents and warrants to the Company thatthe Executive is not a party to or bound by any employment agreement,consulting agreement, non-compete agreement, confidentiality agreement orsimilar agreement with any other Person.

## The Executive has as of the date hereof purchased, directly orindirectly, or has caused PQP LLC to purchase, for his benefit, not less thanfive hundred (500) shares of Class B Common Stock (the “Executive Stock”).  The Executive represents and warrants that atall times during the Employment Period, he shall maintain his direct orindirect beneficial ownership of the Executive Stock (as adjusted for any stockdividend, stock split, reverse stock split or recapitalization) and shall nottransfer, and shall cause the record owner of the Executive Stock or any votingor economic interest therein not to transfer, the Executive Stock other thanpursuant to and in compliance with the Stockholders Agreement.

# **Definitions.**

 “Board”shall mean the board of directors of the Company.

“Business Day” shall mean any day that is not aSaturday, Sunday, or a day on which banking institutions in New York are notrequired to be open.

“Cause” shall mean (i) the failure by theExecutive to perform such duties as are reasonably requested by the Board whichis not cured within thirty (30) days of receipt by the Executive of writtennotice detailing the same from the Board; (ii) the failure by the Executive toobserve any material Company policies and material policies of all Subsidiariesof the Company generally applicable to executives of the Company and/or itsSubsidiaries of which the Executive has notice; (iii) gross negligence orwillful misconduct by the Executive in the performance of his duties or theExecutive’s willful disregard of his duties; (iv) the commission by theExecutive of any act which results in his conviction, or plea of guilty or nocontest to, a felony, or his commission of any act involving moral turpitude,fraud or theft; (v) the material breach by the Executive of (A) thisAgreement, including, without limitation, any breach by the Executive of theprovisions of Section 6, Section 7 or Section 8, (B) anySubscription Agreement or Restricted Stock Agreement or (C) any StockholdersAgreement to which the Company or Holdings and the Executive may become a partyor (vi) any acts of dishonesty undertaken by the Executive and intended toresult in substantial enrichment, at the Company’s expense, of the Executive orany other Person.

“Changeof Control” shall mean the first occurrence of any one of thefollowing:  (i) a change in the ownership or control of the Companyeffected through a transaction or series of transactions (including by way ofmerger, consolidation, business combination or similar transaction involvingthe Company or any of its Subsidiaries) whereby any “person” or related “group”of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the ExchangeAct) (other than the Company, any of its Subsidiaries, an employee benefit planmaintained by the Company or any of its Subsidiaries, or a “person” that, priorto such transaction, directly or indirectly controls, is controlled by, or isunder common control with, the Company) directly or indirectly acquiresbeneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act),of 50% or more of the total combined voting power of the Company’s Sharesoutstanding immediately after such transaction or series of transactions; or(ii) the sale, lease, transfer, conveyance or other disposition (other than byway of a transaction that would not be deemed a Change of Control pursuant toclause (i) above), in one or a series of related transactions, of all orsubstantially all of the assets of the Company and its Subsidiaries taken as awhole, to any “person” (as defined above).

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“Class BCommon Stock” shall mean the Class B Common Stock, $0.01 par valueper share, of Holdings.

“Company” shall have the meaning set forth inthe preamble; provided, that, for purposes of Sections 6, 7, 8 and 9,“Company” shall include Niagara Holdings, Inc.

“Confidential Information” shall meaninformation that is not generally known to the public and that is or was used,developed or obtained by the Company or any of its Subsidiaries or affiliates,known by the Executive as a consequence of his employment with, or direct orindirect services as agent, employee or consultant, to or on behalf of, theCompany or Holdings or any Subsidiary or affiliate of either of them,including, but not limited to the following: (i) information,observations, procedures and data concerning the business or affairs of theCompany or any of its Subsidiaries; (ii) products or services; (iii) costs andpricing structures; (iv) analyses; (v) drawings, photographs and reports;(vi) computer software, including operating systems, applications and programlistings; (vii) flow charts, manuals and documentation; (viii) data bases;(ix) accounting and business methods; (x) inventions, devices, newdevelopments, methods and processes, whether patentable or unpatentable andwhether or not reduced to practice; (xi) customers, vendors, suppliers andcustomer, vendor and supplier lists; (xii) other copyrightable works; (xiii)all production methods, processes, technology and trade secrets and (xiv) allsimilar and related information in whatever form.  Confidential Information will not include anyinformation that has been published in a form generally available to the publicprior to the date the Executive proposes to disclose or use suchinformation.  Confidential Informationwill not be deemed to have been published merely because individual portions ofthe information have been separately published, but only if all materialfeatures comprising such information have been published in combination.

“Disability” shall mean the physical or mentalillness, disease or incapacity of the Executive (i) that renders himsubstantially unable to perform all of his duties under this Agreement for aperiod of 90 consecutive days or longer, or for 90 or more days in any periodof 365 consecutive days, or (ii) that, in the opinion of a physician selectedby the Board (excluding the Executive if the Executive is a member of the Boardat such time), but reasonably acceptable to the Executive, is likely to preventthe Executive from substantially performing all of his duties under thisAgreement for more than 90 days in any period of 365 consecutive days.

“Good Reason” shall mean the occurrence of anyof the following events without the prior consent of the Executive:  (i) a material reduction in the Executive’sauthority, duties and responsibilities, excluding for this purpose isolated orimmaterial actions or (ii) a reduction in the Base Salary or Target BonusPercentage or any failure by the Company to provide any material payment orbenefit under this Agreement; provided, however, that in each case theExecutive may not resign his employment for Good Reason unless: (x) he providesthe Company with at least 30 days’ prior written notice of his intent to resignfor Good Reason (which notice is provided not later than the 30th day followingthe occurrence of the event constituting Good Reason) and (y) the Company doesnot remedy the alleged violation(s) within such 30-day notice period.  In addition to the foregoing, the Executiveshall have “Good Reason” to resign his employment upon 30 days’ priorwritten notice not later than 90 days following the occurrence of a Change ofControl.

“Peak Group” shall mean William J. Sichko, Jr.,Scott Randolph and Billy Whalen.

“Person” shall be construed broadly and shallinclude, without limitation, an individual, a partnership, an investment fund,a limited liability company, a corporation, an association, a joint stockcompany, a trust, a joint venture, an unincorporated organization and agovernmental entity or any department, agency or political subdivision thereof.

“Representative” shall mean, with respect to adeceased Executive, the duly appointed, qualified and acting personalrepresentative (or personal representatives collectively) of the estate of thedeceased Executive (or portion of such estate that includes Executive Stock),whether such personal representative holds the position of executor,administrator or other similar position qualified to act on behalf of suchestate.

“Restricted Stock Agreement” shall mean theRestricted Stock Agreement, dated on or about the date hereof, relating to thevesting, sale and other matters involving the stock of Holdings held by theExecutive.

“Stockholders Agreement” shall mean theStockholders Agreement dated on or about the Effective Date between Holdingsand certain stockholders of Holdings, as amended, modified or supplemented fromtime to time.

“Subscription Agreement” shall mean thatcertain Subscription and Stock Purchase Agreement dated on or about the datehereof between Holdings and the Executive.

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“Subsidiary” or “Subsidiaries” of anyPerson shall mean any corporation, partnership, joint venture or other legalentity of which such Person (either alone or through or together with any otherPerson), owns, directly or indirectly, 50% or more of the stock or other equityinterests which are generally entitled to vote for the election of the board ofdirectors or other governing body of such corporation or other legal entity.

“Work Product” shall mean all inventions,innovations, improvements, technical information, systems, softwaredevelopments, methods, designs, analyses, drawings, reports, service marks,trademarks, tradenames, logos and all similar or related information (whetherpatentable or unpatentable) which relates to the Company’s or any of itsSubsidiaries’ actual or anticipated business, research and development orexisting or future products or services and which are conceived, developed ormade by the Executive (whether or not during usual business hours and whetheror not alone or in conjunction with any other Person) while employed by theCompany together with all patent applications, letters patent, trademark,tradename and service mark applications or registrations, copyrights andreissues thereof that may be granted for or upon any of the foregoing.

# **GeneralProvisions.**

## Severability.  It is the desire and intent of the Parties heretothat the provisions of this Agreement be enforced to the fullest extentpermissible under the laws and public policies applied in each jurisdiction inwhich enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicatedby a court of competent jurisdiction to be invalid, prohibited or unenforceablefor any reason, such provision, as to such jurisdiction, shall be ineffective,without invalidating the remaining provisions of this Agreement or affectingthe validity or enforceability of this Agreement or affecting the validity orenforceability of such provision in any other jurisdiction.  Notwithstanding the foregoing, if suchprovision could be more narrowly drawn so as not to be invalid, prohibited orunenforceable in such jurisdiction, it shall, as to such jurisdiction, be sonarrowly drawn, without invalidating the remaining provisions of this Agreementor affecting the validity or enforceability of such provision in any otherjurisdiction.

## Notices.  All notices, requests, demands, claims andother communications hereunder shall be in writing and sufficient if (i)delivered personally, (ii) delivered by certified United States Post Officemail, return receipt requested, (iii) telecopied or (iv) sent to the recipientby a nationally-recognized overnight courier service (charges prepaid) andaddressed to the intended recipient as set forth below:

### ifto the Executive, to him at his most recent address in the Company’s records,

| with a copy to:        |   | Peak Investments, L.L.C.                 |
|------------------------|--------|------------------------------------------|
|                   |   | 15700 College  Blvd.                     |
|                   |   | Suite 101                                |
|                   |   | Lenexa, KS 66219                         |
|                   |   |                                     |
|                   |   | Attention:                               | William J. Sichko, Jr. |
|                   |   | Facsimile:                               | (913) 227-0287 |
|                   |   |                                     |
| if to the Company, to: |   | PQ Corporation                           |
|                   |   | c/o J.P. Morgan  Partners (BHCA), L.P.   |
|                   |   | 1221 Avenue of  the Americas, 39th Floor |
|                   |   | New York, New  York 10020                |
|                   |   |                                     |
|                   |   | Attention:                               | Timothy J. Walsh |
|                   |   |                                     | Stephen V. McKenna |
|                   |   |                                     |
|                   |   | Facsimile:                               | (212) 899-3401 |
|                   |   |                                     |   |
| with a copy to:        |   | Latham & Watkins LLP                 |
|                   |   | 885 Third  Avenue, Suite 1000            |
|                   |   | New York, NY  10022                      |
|                   |   |                                     |
|                   |   | Attention:                               | David S. Allinson |
|                   |   | Facsimile:                               | (212) 751-4864 |

 

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or such other address as the recipient party to whomnotice is to be given may have furnished to the other party in writing inaccordance herewith.  Any suchcommunication shall deemed to have been delivered and received (a) in the caseof personal delivery, on the date of such delivery, (b) in the case of deliveryby mail, on the third Business Day following such mailing, (c) if telecopied,on the date telecopied, and (d) in the case of delivery by nationally-recognized,overnight courier, on the Business Day following dispatch.

## Entire Agreement.  This Agreement, the Subscription Agreement,the Restricted Stock Agreement and the Stockholders Agreement embody thecomplete agreement and understanding among the parties and supersede andpreempt any prior or contemporaneous understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way.

## Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original and all of whichtogether shall constitute one and the same instrument.

## Successors and Assigns.  Except as otherwise providedherein, this Agreement shall bind and inure to the benefit of and beenforceable by the Executive and the Company and their respective successors,assigns, heirs, representatives and estate, as the case may be; provided,however, that the obligations of the Executive under this Agreementshall not be assigned without the prior written consent of the Company.

## Amendment and Waiver.  The provisions of thisAgreement may be amended and waived only with the prior written consent of theCompany and the Executive, and no course of conduct or failure or delay inenforcing the provisions of this Agreement shall affect the validity, bindingeffect or enforceability of this Agreement or any provision hereof.

## Governing Law.  This Agreement shall be governed by andconstrued in accordance with the domestic laws of the State of Delaware withoutgiving effect to any choice or conflict of law provision or rule that wouldcause the application of the laws of any jurisdiction other than the State ofDelaware.

## Descriptive Headings; Nouns and Pronouns. Descriptive headings are for convenience only and shall not control oraffect the meaning or construction of any provision of this Agreement.  Whenever the context may require, anypronouns used herein shall include the corresponding masculine, feminine orneuter forms, and the singular form of nouns and pronouns shall include theplural and vice-versa.

## Non-Qualified Deferred Compensation.  Theparties acknowledge and agree that, to the extent applicable, this Agreementshall be interpreted in accordance with Section 409A of the Internal RevenueCode of 1986, as amended (the “Code”) and Department of Treasury regulationsand other interpretive guidance issued thereunder, including without limitationany such regulations or other guidance that may be issued after the date hereof.  Notwithstanding any provision of thisAgreement to the contrary, in the event that the Company determines that anyamounts payable hereunder will be immediately taxable to the Executive underSection 409A of the Code and related Department of Treasury guidance, theCompany may (a) adopt such amendments to this Agreement and appropriatepolicies and procedures, including amendments and policies with retroactiveeffect, that the Company determines necessary or appropriate to preserve theintended tax treatment of the benefits provided by this Agreement and/or (b)take such other actions as the Company determines necessary or appropriate tocomply with the requirements of Section 409A of the Code and related Departmentof Treasury guidance, including such Department of Treasury guidance and otherinterpretive materials as may be issued after the date hereof.

## Waiver of Jury Trial.  EACH OF THE PARTIES HERETOHEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDINGOR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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*      *      *      *      *

**IN WITNESS WHEREOF**, the partieshereto have executed this Employment Agreement as of the date first writtenabove.

PQ CORPORATION
| By:    |   | /s/ William  J. Sichko, Jr.         |
|--------|--------|-------------------------------------|
|   |   | Name: William J. Sichko, Jr.        |
|   |   | Title:Chief  Administrative Officer |
|   |   |                                |
|   |   |                                |
|   |   | /s/ Paul  Ferrall                   |
|   |   | Paul Ferrall                        |

 

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**EXHIBIT A**

**FORM OFGENERAL RELEASE AND WAIVER OF CLAIMS**

This General Release and Waiver of Claims (hereafter “Agreement”) isentered into by and between PQ Corporation, a Pennsylvania corporation (the “Company”)and Paul Ferrall (the “Employee”) on                            .

Inconsideration of the mutual promises and covenants contained herein and in theEmployment Agreement by and between the Company and the Employee dated                          (the “Employment Agreement”), and other good and valuable consideration, thereceipt of which hereby is acknowledged, the parties agree as follows:

Section1.               Release and Waiver ofClaims.  Effective as of                       ,in consideration of the payments, benefits, and other considerations providedto the Employee under the Employment Agreement, the Employee, for the Employeeand the Employee’s family, heirs, executors, administrators, legalrepresentatives, and their respective successors and assigns, hereby releasesand forever discharges the Company, and all of its subsidiaries, officers,directors, employees, agents, stockholders, representatives, and theirsuccessors and assigns (collectively, “Company Entities”), from all rights,claims or demands the Employee may have, arising at any time on or before thedate hereof, based on or arising out of the Employee’s employment with anyCompany Entity or the termination of that employment, including withoutlimitation any claims under the Employment Agreement, or based on any servicesprovided to any Company Entity by the Employee other than pursuant to anemployment relationship with any Company Entity.  This includes a release of any and allrights, claims or demands the Employee may have, whether known or unknown,under the Age Discrimination in Employment Act (“ADEA”), which prohibits agediscrimination in employment; Title VII of the Civil Rights Act of 1964, whichprohibits discrimination in employment based on race, color, national origin,religion or sex; the Equal Pay Act, which prohibits paying men and womenunequal pay for equal work; or under any other federal, state or local laws orregulations regarding employment discrimination or termination ofemployment.  This also includes a releaseby the Employee of any claims for wrongful discharge or discrimination underany statute, rule, regulation or under the common law, including, without limitation,the Sarbanes-Oxley Act.  The Employeehereby agrees never individually or with any person to file, or commence thefiling of, any charges, lawsuits, complaints or proceedings with anygovernmental agency, or against any Company Entity, with respect to any of thematters released by the Employee pursuant to this Section 1.

Section2.               Rights Not Released orWaived.  Section 1 hereofnotwithstanding, by signing this Agreement the Employee shall not haverelinquished any right to enforce the provisions of this Agreement.

Section3.               Release and Waiver ofClaims Under the Age Discrimination in Employment Act.  The Employee acknowledges that the Companyhas encouraged the Employee to consult with an attorney of the Employee’schoosing and, through this Agreement, encourages the Employee to consult withan attorney with respect to any possible claims the Employee may have,including claims under the ADEA, as well as under the other federal, state andlocal laws described in Section 1 hereof. The Employee understands that by signing this Agreement the Employee isin fact waiving, releasing and forever giving up any claim under the ADEA, aswell as all other federal, state and local laws described in Section 1 hereofthat may have existed on or prior to the date hereof.

Section4.               Waiting Period and RevocationPeriod.  The Employee hereby acknowledgesthat the Company has informed the Employee that the Employee has up to twenty-one(21) days to consider this Agreement and the Employee may knowingly andvoluntarily waive that twenty-one (21) day period by signing this Agreementearlier.  The Employee also understandsthat the Employee shall have seven (7) days following the date on which theEmployee signs this Agreement within which to revoke it by providing a writtennotice of revocation to the Company.

Section5.               Acceptance.  To accept this Agreement, the Employee shallexecute and date this Agreement on the spaces provided and return a copy to theCompany at any time during the twenty-one (21) day period commencing on the datehereof.  This Agreement shall take effecton the eighth day following the Employee’s execution of this Agreement unlessthe Employee’s written revocation is delivered to the Company within seven (7)days after such execution.

# Section 6.               EntireAgreement.  This Agreement represents theentire agreement of the parties with respect to the Employee’s employment andtermination thereof.  Except asspecifically provided herein, this Agreement shall supersede any writtenemployment agreement between the parties hereto in all respects effective as ofthe date hereof.

# THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ANDENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF                             APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

INWITNESS WHEREOF, and with the intention of being legally bound hereby, theEmployee has executed this General

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Releaseand Waiver of Claims.
|            |   | Date:  |   |   |
|------------|--------|--------|--------|--------|
| [Employee] |   |   |   |   |

 

 

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