**Exhibit 10.14**

**TransitionAgreement, Dated November 8, 2006 by and between Michael R. Imbriani and PQCorporation**

This TRANSITION AGREEMENTAND GENERAL RELEASE (the “**TransitionAgreement**”), entered into by Michael R. Imbriani (“**Mr. Imbriani**”) and PQ Corporation(the “**Company**”), a PennsylvaniaCorporation and Niagara Holdings, Inc., a Delaware Corporation (“Holdings”) ofwhich the Company is a wholly-owned subsidiary.

**RECITALS**

**WHEREAS**, Mr. Imbriani and the Company previouslyentered into an employment agreement, dated February 11, 2005 (the “**Employment Agreement**”), to employ Mr.Imbriani as the Vice Chairman, PQ Corporation and President, Chemical Groupsfor an initial term of three (3) years;

**WHEREAS**, Mr. Imbriani and the Company mutuallydesire: (i) to amicably conclude Mr. Imbriani’s employment relationship withthe Company and (ii) to enter into this Transition Agreement which supersedesand cancels all other agreements that Mr. Imbriani has with the Company,including, but not limited to, the Employment Agreement;

**WHEREAS**, Mr. Imbriani and the Company intend forthis Transition Agreement to satisfy Section 409A of the Internal Revenue Codeof 1986, as amended (the “Code”), including the transition rules of theregulations proposed by the Secretary of the United States Treasury Departmentand the Internal Revenue Service under Code Section 409A;

**WHEREAS**, Mr. Imbriani hereby certifies that he has been afforded areasonable opportunity of at least twenty-one (21) days to consider thisTransition Agreement and has been advised by the Company to consult with anattorney of his choice with respect to the execution of this TransitionAgreement; and

**WHEREAS**, Mr. Imbriani has carefully read and fully understands allof the provisions and effects of this Transition Agreement, including itseffects on any and all provisions of the Employment Agreement, and on any othercontract or agreement to which he is a party.

**NOW, THEREFORE**, in consideration of the covenants contained herein andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

# **Section 1.              Effective Retirement fromEmployment**.  Effective as of December 31, 2006 (the “**Effective Date**”), Mr. Imbriani will retireand his employment with the Company will cease and, as a result, the Companyshall pay and provide the benefits described under this Transition Agreement toMr. Imbriani.  To the extent nottheretofore paid, Mr. Imbriani shall be paid his base salary through December31, 2006.

# **Section 2.              Consideration**.  Subject toMr. Imbriani entering into and not revoking the Release Agreement with theCompany, which is attached hereto and made part hereof as Appendix A, Mr.Imbriani shall receive the following consideration described in this Section 2.

## a.             **Separation Payments**.  In place of theAppendix C of the Employment Agreement, Severance Pay, the Company shall payMr. Imbriani a separation payment in the amount of six hundred fifty-fourthousand six hundred three dollars ($654,603), which is equal to twenty-twomonths of his base salary (for the period of January 1, 2007 to October 31,2008).  Such payment shall be in a single lump sum  and shall be made on or before January 19, 2007.

## b.             **Bonus Payments**.

### (i)            **2006 Bonus**.  Despitenot being employed with the Company through the payment date, Mr. Imbrianishall be eligible to participate in the 2006 PQ Incentive Plan (the “Bonus Plan”).  The amount of any bonus due shall becalculated in accordance with the terms of the Bonus Plan as applicable to allparticipants of the Bonus Plan and payment of the bonus shall be made at thesame time as other senior executives of the Company are paid their bonus.

### (ii)           **2007 and 2008Bonus**.  Mr. Imbriani shall also be entitled to BonusPlan payments for 2007 and 2008 calendar years in accordance with thisSection.  Mr. Imbriani’s base salaryshall be assumed to be three hundred fifty-seven thousand fifty-six dollars($357,056) for the 2007 calendar year and two hundred ninety-seven thousand

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### five hundred forty-seven dollars ($297,547) for the2008 calendar year.  Mr. Imbriani’s bonusamounts for the 2007 and 2008 calendar years shall be based on the highestactual bonus percentage paidto him for any year in the period 2002 through 2006.  These Bonus Plan payments will be paid to Mr.Imbriani within 10 days of his receipt of his 2006 bonus.

## c.             **Retention Bonus****.**  The Company shall pay Mr. Imbriani aretention bonus payment in the amount of nine hundred fifty-eight thousandthree hundred thirty-three dollars ($958,333). Such payment shall be ina single lump sum and shall be made on or before January 19, 2007.

## d.             **Group Health Plan Benefits****.**  On or beforeDecember 31, 2006, Mr. Imbriani will elect for himself and his eligibledependents to either continue to participate in the Company’s Group MedicalPlan (which includes medical, vision, and prescription drug coverage), or suchcomparable plans that may be maintained by the Company’s successor(collectively referred to as the “**Group Medical Plans**”), as if Mr. Imbriani had continued in active employment,or the Company’s Retiree Medical Plan. Mr. Imbriani’s participation in either the Group Medical Plans orRetiree Medical Plan shall be governed solely by, and subject to, all of theterms and conditions set forth in such Group Medical Plans or Retiree MedicalPlan, and pursuant to the Company’s full discretionary authority to amend,modify, or terminate such Plans at any time and for any reason for employees ofthe Company generally .  Mr. Imbriani’sparticipation in these Group Medical Plans is also contingent upon hiscontinued payment of the employee/retiree portion of the applicable premiumsthereunder.  If Mr. Imbriani fails to payhis share of the cost, his participation shall terminate in accordance with theterms of that Group Medical Plan.

Mr.Imbriani will continue to participate in the Company’s Buy-Up Dental Planthrough October 31, 2008, as if he had continued in active employment.  Mr. Imbriani’s participation in the Buy-UpDental Plan shall be governed solely by, and subject to, all of the terms andconditions set forth in such in such Buy-Up Dental Plan and pursuant to theCompany’s full discretionary authority to amend, modify, or terminate suchPlans at any time and for any reason for employees of the Companygenerally.  Mr. Imbriani’s participationin the Buy-Up Dental Plan is also contingent upon his continued payment of theemployee portion of the applicable premiums thereunder.  If Mr. Imbriani fails to pay his share of thecost of continued participation in the Buy-Up Dental Plan, his participation inthe plan shall terminate in accordance with the terms of that Plan.

Mr.Imbriani’s participation in all other benefit plans (life insurance, short andlong term disability plans, etc.) shall cease effective December 31, 2006 inaccordance with the terms of such plans and no alternative benefits shall beprovided hereunder.

## e.             **Life Insurance**.  The Company shallpay Mr. Imbriani twenty-seven thousand thirty-seven dollars ($27,037) whichrepresents the present value of the estimated cost to convert his lifeinsurance coverage (one times (1x) current base salary) under the Company’sgroup term coverage to an individual policy for a period of twenty-two (22)months, based on the policy’s current conversion rate table.  Such payment shall be made in a single lumpsum payment and shall be made on or before January 19, 2007.

## f.              **Savings Plan Matching Contribution****.**  The Companyshall pay Mr. Imbriani eleven thousand nine hundred seventy-four dollars($11,974), which represents the present value of the matching contributions theCompany would have made on Mr. Imbriani’s behalf to the PQ Corporation SavingsPlan had Mr. Imbriani remained employed through October 31, 2008, and had Mr.Imbriani continued making elective deferrals at the same level as of theEffective Date.  Such payment shall be made in a single lumpsum and shall be made on or before January 19,2007

## g.             **Company Car****.**  The Company shall pay Mr. Imbriani a singlelump sum payment of twenty-one thousand four hundred thirty-two dollars($21,432), which represents the total monthly lease payments that the Companywould have made for Mr. Imbriani’s use of the Company Car through October 31,2008 had his employment not ended herewith. The lump sum payment shall be made on or before January 19, 2007.  No Company Car will be available for Mr.Imbriani’s use after the Effective Date.

## h.             **Club Dues****. **The Company shall reimburseMr. Imbriani for club dues that relate to the period beginning on January 1,2007 and ending on October 31, 2008.  TheCompany shall reimburse Mr. Imbriani in a single lump sum payment of tenthousand dollars ($10,000).  The lump sumpayment shall be made on or before January 19, 2007.

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## i.              **Financial Planning Assistance****. **The Company shall reimburseMr. Imbriani, for the period beginning on January 1, 2007 and ending on October31, 2008, for the financial planning assistance services being provided to himby the Company at the Effective Date. The Company shall reimburse Mr. Imbriani in a single lump sum payment ofeight thousand dollars ($8,000).  Thelump sum payment shall be made on or before January 19, 2007.

## j.              **Vacation Pay**.  Mr. Imbrianiacknowledges that he has been paid for all accrued and unused vacation time forthe calendar year 2006 and that he is not entitled to any additional vacationpay for calendars years 2007 and 2008.

## k.             **Consulting Services Agreement**.  In exchangefor entering into this Transition Agreement, the Company hereby agrees to enterinto a Consulting Services Agreement, attached hereto as Appendix C and made apart hereof.  In accordance with theConsulting Services Agreement, the Company further agrees to pay Mr. Imbriani’sConsulting Fees of seventy thousand dollars ($70,000) in a single lump sumpayment on or before December 30, 2006.

## l.              **Legal Fees**.  Within 30 days of the presentation of properinvoices, the Company agrees to pay up to a maximum of three thousand dollars($3,000) of reasonable legal fees and expenses due Morgan, Lewis & BockiusLLP, in connection with the legal advice Mr. Imbriani received concerning thisTransition Agreement, the General Release and the Consulting Agreement.  Morgan, Lewis & Bockius LLP is anintended third party beneficiary of this Section 2.l.

## m.            **Gross-Up Payments Pursuant to Internal Revenue Code**.

### (i)            If any payment or distribution by the Company to or for thebenefit of Mr. Imbriani, whetherpaid under this Agreement or otherwise, (a “**Payment**”) would be subject to theexcise tax imposed by Code Section 4999, or any interest or penalties withrespect to such excise tax (such excise tax, together with any such interestand penalties, are hereinafter collectively referred to as the “**Excise Tax**”), then Mr. Imbriani shallbe entitled to receive an additional payment (a “**Gross-Up Payment**”) in an amount such that,after Mr. Imbriani pays all taxes ofany nature (including any interest or penaltiesimposed with respect to such taxes and any Excise Tax imposed upon the Gross-UpPayment), Mr. Imbriani shall retain an amount of the Gross-Up Payment equal tothe Excise Tax imposed upon the Payment.

### (ii)           Subject to the provisions of subparagraph (v)below, all determinations required to be made underthis subsection, including whether a Gross-Up Payment is required and theamount of such Gross-Up Payment, shall be made by the an accountant designatedby the Company (the “Accountant”).  TheCompany shall request the Accountant to provide detailed supportingcalculations to the Mr. Imbriani by January 15, 2007.  Anydetermination by the Accountant shall be binding upon the Company and Mr.Imbriani.

### (iii)          The initial Gross-Up Payment, if any, as determinedpursuant to this section, shall be paid to Imbriani within five (5) days of thereceipt of the Accountant’s determination. If the Accountant determines that no Excise Tax is payable by Mr.Imbriani, it shall furnish Mr. Imbriani with an opinion, on which he may rely in filing his Federaland state income tax returns, that that there is substantial authority that Mr.Imbriani is not required to report any Excise Tax on his federal income tax return.

### (iv)          If Mr. Imbriani is required to pay any Excise Tax after theCompany has reimbursed Mr. Imbriani hereunder or after a determination has beenmade that no reimbursement is required, the Company shall promptly reimburseMr. Imbriani for the Underpayment, as determined by the Accountant.  For purposes of this subsection,the “**Underpayment**” is the difference between the finally determined Gross-UpPayment and the amount that the Company previously paid to Mr. Imbrianihereunder.

### (v)           Notwithstanding anything herein to the contrary, Mr.Imbriani shall notify the Company in writing of any claim by the InternalRevenue Service that, if successful, would require payment by the Company ofthe Gross-Up Payment.  Such notificationshall be given as soon as practicable, but no later than ten (10) business daysafter Mr. Imbriani knows of such claim, and shall advise the Company of thenature of such claim and the date on which such claim is requested to be paid.  Mr. Imbriani shall not pay such claim priorto the expiration of the thirty (30) day period following the date on which itgives such notice to the Company (or such shorter period ending on the datethat any payment of taxes with 

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### respect to such claim is due).  If the Company notifies Mr. Imbriani inwriting prior to the expiration of such period that it desires to contest suchclaim, Mr. Imbriani shall:

##### (a)           give the Company any information reasonably requested bythe Company relating to such claim;

##### (b)           take such action in connection with contesting such claimas the Company shall reasonably request in writing from time to time, includingwithout limitation, accepting legal representation with respect to such claimby an attorney reasonably selected by the Company;

##### (c)           cooperate with the Company in good faith in ordereffectively to contest such claim; and

##### (d)           permit the Company to participate in any proceedingsrelating to such claim;

provided, however, that the Companyshall bear and pay directly all costs and expenses (including additionalinterest and penalties) incurred in connection with such contest and shallindemnify and hold Mr. Imbriani harmless, on an after-tax basis, for any ExciseTax or other tax, including interest and penalties with respect thereto,imposed as a result of such representation and payment of costs andexpenses.  Without limitation on theforegoing provisions of this subparagraph, theCompany shall control all proceedings taken in connection with such contestand, in its sole discretion, may pursue or forgo any and all administrativeappeals, proceedings, hearings and conferences with the taxing authority inrespect of such claim and may, in its sole discretion, either direct Mr.Imbriani to pay the tax claimed and sue for a refund or contest the claim inany permissible manner.  Mr. Imbrianiagrees to prosecute such contest to a determination before any administrativetribunal, in a court of initial jurisdiction and in one or more appellatecourts, as the Company shall determine; provided, however, that if the Companydirects Mr. Imbriani to pay such claim and sue for a refund, the Company shalladvance the amount of such payment to Mr. Imbriani, on an interest-free basis,and shall indemnify and hold Mr. Imbriani harmless, on an after-tax basis, fromany Excise Tax or income or employment tax, including interest or penaltieswith respect thereto, imposed with respect to such advance or with respect toany imputed income with respect to such advance; and further provided that anyextension of the statute of limitations relating to payment of taxes for theMr. Imbriani’s taxable year with respect to which such contested amount isclaimed to be due is limited solely to such contested amount.  Furthermore, the Company’s control of thecontest shall be limited to issues with respect to which a Gross-Up Paymentwould be payable hereunder, and Mr. Imbriani shall be entitled to settle orcontest, as the case may be, any other issue raised by the Internal RevenueService or any other taxing authority.

### (vi)          If, after the receipt by Mr. Imbriani of an amount advancedby the Company pursuant tosubparagraph (v), Mr. Imbriani becomes entitled to receive any refund withrespect to such claim, Mr. Imbriani shall (subject to the Company’s complyingwith the requirements of subparagraph (v)) promptly pay to the Company theamount of such refund (together with any interest paid or credited thereonafter taxes applicable thereto).  If,after the receipt by Mr. Imbriani of an amount advanced by the Company pursuantto subparagraph (v), a determination is madethat Mr. Imbriani shall not be entitled to any refund with respect to suchclaim, and the Company does not notify Mr. Imbriani in writing of its intent tocontest such denial of refund prior to the expiration of thirty (30) days aftersuch determination, then such advance shall be forgiven and shall not berequired to be repaid, and the amount of such advance shall offset, to theextent thereof, the amount of Gross-Up Payment required to be paid.

|                                                                                                                                 | n. | Company Release. The Company shall furnish Mr.  Imbriani with a Mutual Release, which is attached |
|---------------------------------------------------------------------------------------------------------------------------------|----|---------------------------------------------------------------------------------------------------|
| hereto and made part hereof, as Appendix B on the  8th day following the execution and non-revocation of the Release Agreement. |

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| **Section 3.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **Payments and  Withholding****.** | The Company agrees that all  payments made pursuant to Section 2 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|------------------------------------------------------------------|
| subparagraphs 2.a. Separation Payments, 2.c.  Retention Bonus, 2.e. Life Insurance, 2.f. Savings Plan, 2.g. Company Car,  2.h. Club Dues, and 2.i. Financial Planning Assistance will be paid in a  single lump sum payment of one million six hundred ninety-one thousand three  hundred seventy nine dollars ($1,691,379) via direct deposit on or before  January 19, 2007. The Company shall deduct from any payments to be made by it  to or on behalf of Mr. Imbriani under this Transition Agreement any amounts  required to be withheld in respect of any federal, state or local income or  other taxes. |

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| **Section 4.** | **Covenants.** |
|----------------|----------------|

#  

## a.             **Basis for Covenants**.  Mr. Imbriani agreesand acknowledges that he occupied a position of substantial confidence andtrust with the Company and, in such position, that he has access toConfidential Information.  Mr. Imbrianifurther agrees and acknowledges that the nature and periods of restrictionsimposed by the following covenants are fair, reasonable and necessary toprotect and preserve for the Company its legitimate and protectible interestsand that such restrictions will not prevent Mr. Imbriani from earning alivelihood.  Mr. Imbriani agrees that theCompany would sustain an irreparable loss and damage if Mr. Imbriani were tobreach the covenants and that the covenants are made as an inducement to enter,and have been relied upon by the Company in entering, this Agreement.

## b.             **Covenant to Maintain Confidential Information**.  Mr. Imbriani shall hold in a fiduciarycapacity for the benefit of the Company all Confidential Information whichshall have been obtained by Mr. Imbriani during Mr. Imbriani’s employment bythe Company.  At no time during or aftertermination of Mr. Imbriani’s employment with the Company shall Mr. Imbriani,without the prior written consent of the Company, communicate or divulge anyConfidential Information to anyone other than the Company and those designatedby it, except to the extent that (i) such disclosure or use is directly relatedto and required by Mr. Imbriani’s performance of duties assigned to Mr.Imbriani by the Company; (ii) such disclosure is required in connection withany action by Mr. Imbriani to enforce rights under this Agreement or (iii) suchdisclosure is required by a court of law, governmental agency, or by anyadministrative or legislative body with jurisdiction to order Mr. Imbriani todivulge or disclose such Confidential Information; provided, that, Mr. Imbrianishall provide ten (10) days (or such shorter notice as Mr. Imbriani canreasonably provide under the then circumstances) prior written notice to theCompany of any such requirement or order to disclose Confidential Informationso that the Company may seek a protective order or similar remedy; and,provided, further, that, in each case set forth above, Mr. Imbriani informs therecipients that such information or communication is confidential in nature.

## c.             **Confidentiality of Transition Agreemen**t.  Mr. Imbriani understands and agrees he shalltreat this Transition Agreement as confidential and that he shall not discloseor divulge the terms of this Transition Agreement to any third party, with theexception of his immediate family, his accountant, banker or financial advisor, his attorney, a subsequent employer (asto his obligation under this Section 4) or the Internal Revenue Service;provided, however, that before any disclosure permitted by this subsection is undertaken,Mr. Imbriani shall inform such third party of the obligation to maintain thisTransition Agreement as confidential as provided herein and provided furtherthat any portion disclosed by the Company shall not be subject to thisobligation.

## d.             **Covenant Not to Disparage**.  TheCompany and Mr. Imbriani each covenant and agree not to disparage the otherand, in the case of the Company, its affiliates, or make any derogatorystatements concerning the other or, in the case of the Company, any of its officers, directors, representatives,employees or agents.

## e.             **Covenant Not to Compete**.  Mr. Imbrianihereby covenants and agrees that during the Transition Period, without theprior written consent of the Company, he shall not engage, directly orindirectly, in a Competitive Activity either for his own benefit or as anofficer, director, shareholder (of more than one percent), partner, proprietor,employee, agent, consultant, or independent contractor of any Person.  To the extent that the covenant provided forin this Section 4.e. may later be deemed by a court to be too broad to beenforced 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.

## f.              **Inventions and Patents**.  Mr. Imbrianiagrees that all Work Product belongs to the Company.  Mr. Imbriani will promptly disclose such WorkProduct to the Board and perform all actions reasonably requested by the Board(whether during or after the Employment Period) to establish and confirm suchownership (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.

## g.             **Covenant Regarding Solicitation**.  Mr. Imbrianicovenants and agrees that during the Transition Period, except as expresslyprovided herein, Mr. Imbriani 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 or 

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## consulting relationship with the Company or any ofits Subsidiaries; (ii) employ any employee or consultant of the Company or anyof its Subsidiaries during the period of his or her employment or consultingrelationship with the Company or any of its Subsidiaries (until at least 12months have transpired since the individual left the employ of the Company orany of it subsidiaries); (iii) solicit any customer of the Company or any ofits Subsidiaries to purchase or distribute information, products or services ofor on behalf of Mr. Imbriani or such other Person that are competitive with theinformation, products or services provided by the Company or any of itsSubsidiaries; or (iv)take any action that may cause material injury to the relationships between theCompany or any of its Subsidiaries or any of their employees and any lessor,lessee, vendor, supplier, customer, distributor, employee, consultant or otherbusiness associate of the Company or any of its Subsidiaries as suchrelationship relates to the Company’s or any of its Subsidiaries’ conduct oftheir business.

# **Section 5.              Delivery of Materials UponTermination of Employment**.

 Mr. Imbriani shall deliver tothe Company on or before December 31, 2006, or at any time the Company mayrequest, all memoranda, notes, plans, records, reports, computer tapes andsoftware and other documents and data (and copies thereof) relating to theConfidential Information or Work Product which he may then possess or haveunder his control regardless of the location or form of such material and, ifrequested by the Company, will provide the Company with written confirmationthat all such materials have been delivered to the Company.

# **Section 6.              Company Computer**.  Mr. Imbrianimay continue to use his Company laptop computer, cell phone andblackberry following the termination of his active employment through the endof his Consulting Agreement.  At the endof his Consulting Agreement, Mr. Imbriani may purchase the Company laptopcomputer, cell phone and blackberry for itsthen prevailing fair market value. Before purchasing the computer, however, Mr. Imbriani will make thecomputer available to the Company’s IT Department which will remove from itshard drive all Company documents which are considered proprietary andconfidential trade secrets.

# **Section 7.              Enforcement**.  Because Mr.Imbriani’s services are unique and because Mr. Imbriani has access toConfidential Information and Work Product, the parties hereto agree that moneydamages would be an inadequate remedy for any breach of this TransitionAgreement.  Therefore, in the event of abreach or threatened breach of this Transition Agreement, the Company or itssuccessors or assigns may, after providing Mr. Imbriani with at least 15 businessdays’ written notice and requesting that hecease the violation prior to the expiration of that period, in the event itwishes to apply the provisions of the next sentence hereof, in addition toother rights and remedies existing in their favor, apply to any court ofcompetent jurisdiction for specific performance and/or injunctive or otherrelief in order to enforce, or prevent any violations of, the provisionshereof.  In addition to the foregoing,and not in any way in limitation thereof, or in limitation of any right orremedy otherwise available to the Company, if Mr. Imbriani violates anyprovision of Section 4 and does not cure during the notice perioddescribed above, any payments then orthereafter due from the Company to Mr. Imbriani pursuant to Section 2 heretoshall be terminated forthwith and the Company’s obligation to pay and Mr.Imbriani’s right to receive such payments shall terminate and be of no furtherforce or effect, in each case without limiting or affecting Mr. Imbriani’sobligations under such Section 4 or the Company’s other rights and remediesavailable at law or equity.

# **Section 8.              Cooperation**.  Mr. Imbrianiagrees that he will cooperate in the defense of any actual and potential claimsfiled against the Company or its officers, directors, employees or agents,including but not limited to, any actual or potential claims which may requireMr. Imbriani’s involvement.  The Companyagrees to provide reasonable notice to Mr. Imbriani taking into account anyother obligations to which he may be subject. PQ will pay all reasonable travel and other expenses, includinglegal expenses, related to Mr. Imbriani’s cooperation in this regard.  In calendar year 2007, Mr. Imbriani’scompensation for such services shall be considered part of his Consulting Fees;thereafter, Mr. Imbriani shall be paid one thousand three hundred seventy-fivedollars ($1,375) per day for each day of service hereunder.

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# **Section 9.              Indemnification**.  The Company shall indemnify Mr. Imbriani, tothe maximum extent permitted by applicable law, against all reasonable costs,charges and expenses incurred or sustained by Mr. Imbriani, including thereasonable fees and costs of legalcounsel selected and retained by Mr. Imbriani, in connection with any action,suit or proceeding to which Mr. Imbriani may be made a party by reason of Mr.Imbriani being or having been an officer, director, or employee of the Companyor any of its subsidiaries. Mr. Imbriani shall not be entitled toindemnification under this Section 9 unless he meets the standard of conductspecified under Pennsylvania law.  Inaddition, Mr. Imbriani shall be covered during the entire term of thisTransition Agreement and thereafter by officer and director liability insurancein amounts and on terms similar to that afforded to other executives and/ordirectors of the Company (or former executives and/or directors, as applicable),which insurance shall be paid by the Company.

# **Section 10.            Death**.  If Mr.Imbriani dies prior to the completion of the Company’s payment to him of allthe payments and benefits set forth in Section 2 of this Transition Agreement,the Company shall pay to Mr. Imbriani’s estate all salary continuationpayments, and other benefits owing to Mr. Imbriani, pursuant to this TransitionAgreement.  The Company shall pay any andall sums that are payable in cash due to Mr. Imbriani’s estate in one lump sumpayment as soon as administratively feasible after Mr. Imbriani’s death.

# **Section 11.            Payment Dates areFixed/Code Section 409A.**  Neither Mr. Imbriani nor the Company may, atany time, accelerate or modify the payment schedules for any of the cash andnon-cash benefits described under Section 2, unless the United StatesTreasury Department or Internal Revenue Serviceissues guidance under Code Section 409A permitting otherwise (in which case,the payment schedule for such payments may be modified only in accordance withsuch guidance and only by mutual agreement of both parties).

# **Section 12.            Resignation of PQ OfficerPositions**.  Mr. Imbriani hereby resigns, as of theEffective Date, from any and all Company (including subsidiaries, divisions,parents, related or affiliated companies or employee benefit plan committees)director, officer and committee positions. Mr. Imbriani also agrees that as of the Effective Date, he will nolonger have the authority, nor will he cause the Company, to incur anycontractual or financial obligations.

# **Section 13.            Employee Understanding**.  Mr. Imbrianiunderstands and agrees that he would not receive the consideration, nor wouldhe be entitled to all the monies or benefits specified in Section 2 above,except for his execution of this Transition Agreement and his agreement tofulfill the promises as described herein.

# **Section 14.            Definitions**.

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

“Business Day” shall mean any day that is not a Saturday,Sunday, or a day on which banking institutions in New York are not required tobe open.

“Competitive Activity” shall mean any business activity whensuch activity involves substantial and direct competition with any businessactivity or significant line of business of the Company or its subsidiaries;provided, however, the term “Competitive Activity” shall not include Mr.Imbriani rendering services exclusively to a division, business unit, oraffiliate of a company where such division, business unit, or affiliate is notengaged in substantial and direct competition with the Company’s business as ofthe date of change of control or businesses of the successor in which Mr.Imbriani has been employed, even if other divisions, business units, oraffiliates of such company are engaged in business activities that involve suchsubstantial and direct competition.

“Confidential Information” shall mean any informationrelating to the Company or its business or to any of its parents, Subsidiariesor affiliates, whether proprietary or otherwise, and that is treated asconfidential and not generally known to the public, including withoutlimitation (i) research, marketing and financial information, observations,procedures and data; (ii) products or services; (iii) costs and pricingstructures; (iv) analyses; (v) drawings, photographs and reports; (vi) computersoftware, including operating systems, applications and program listings; (vii)flow charts, manuals and documentation; (viii) data bases; (ix) accounting andbusiness methods; (x) inventions, devices, new developments, and business andmanufacturing processes, methods, techniques and systems, whether patentable orunpatentable and whether or not reduced to practice; (xi) customers, vendors,suppliers and customer, vendor and supplier lists; (xii) other copyrightableworks; (xiii) all production methods, processes, technology and trade secretsand (xiv) all similar and related information in whatever form. ConfidentialInformation will not include any information that has been published in a formgenerally available to the

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public prior to the date Mr. Imbriani proposes todisclose or use such information. Confidential Information will not be deemedto have been published merely because individual portions of the informationhave been separately published, but only if all material features comprisingsuch information have been published in combination.

“Person” shall be construed broadly and shall include,without limitation, an individual, a partnership, an investment fund, a limitedliability company, a corporation, an association, a joint stock company, atrust, a joint venture, an unincorporated organization and a governmentalentity or any department, agency or political subdivision thereof “Subsidiary”or “Subsidiaries” of any Person shall mean any corporation, partnership, jointventure or other legal entity of which such Person (either alone or through ortogether with any other Person), owns, directly or indirectly, 50% or more ofthe stock or other equity interests which are generally entitled to vote forthe election of the board of directors or other governing body of suchcorporation or other legal entity.

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

“Transition Period” shall be defined as beginning on January1, 2007 and continuing through October 31, 2008.

“Work Product” shall mean all inventions, innovations,improvements, technical information, systems, software developments, methods,designs, analyses, drawings, reports, service marks, trademarks, tradenames,logos and all similar or related information (whether patentable orunpatentable) which relates to the Company’s or any of its Subsidiaries’ actualor anticipated business, research and development or existing or futureproducts or services and which are conceived, developed or made by Mr. Imbriani(whether or not during usual business hours and whether or not alone or inconjunction with any other Person) while employed by the Company together withall patent applications, letters patent, trademark, tradename and service markapplications or registrations, copyrights and reissues thereof that may begranted for or upon any of the foregoing.

# **Section 15.            General Provisions**.

## a.             **Severability**.  It is the desireand intent of the Parties hereto that the provisions of this TransitionAgreement be enforced to the fullest extent permissible under the laws andpublic policies applied in each jurisdiction in which enforcement is sought.Accordingly, if any particular provision of this Transition Agreement shall beadjudicated by a court of competent jurisdiction to be invalid, prohibited orunenforceable for any reason, such provision, as to such jurisdiction, shall beineffective, without invalidating the remaining provisions of this TransitionAgreement or affecting the validity or enforceability of this TransitionAgreement or affecting the validity or enforceability of such provision in anyother jurisdiction. Notwithstanding the foregoing, if such provision could bemore narrowly drawn so as not to be invalid, prohibited or unenforceable insuch jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn,without invalidating the remaining provisions of this Transition Agreement oraffecting the validity or enforceability of such provision in any otherjurisdiction.

## b.             **Notices**. All notices, requests, demands, claims and othercommunications hereunder shall be in writing and sufficient if (i) deliveredpersonally, (ii) delivered by certified United States Post Office mail returnreceipt requested, (iii) telecopied or (iv) sent to the recipient by anationally-recognized overnight courier service (charges prepaid) and addressedto the intended recipient as set forth below:

### (i)                                    if to Mr. Imbriani, to:

Michael R. Imbriani195 Daylesford Blvd.Berwyn, PA  19312

### With a copy to:

Morgan, Lewis & Bockius, LLP1700 Market StreetPhiladelphia, PA  19103

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Attention:  Robert J. Lichtenstein

### (ii)                           if to the Company, to:

PQ Corporation1200 Swedesford RoadBerwyn, PA  19312Attention:              William J. Sichko,Jr.

With a copy to:

Buchanan Ingersoll & Rooney301 Oxford Centre, 20th FloorPittsburgh, PA  15219Attention:              Thomas S. Giotto

### or such other address as the recipient party to whom noticeis to be given may have furnished to the other party in writing in accordanceherewith. Any such communication shall deemed to have been delivered andreceived (a) in the case of personal delivery, on the date of such delivery,(b) in the case of delivery by mail, on the third Business Day following suchmailing, (c) if telecopied, on the date telecopied, and (d) in the case ofdelivery by nationally-recognized, overnight courier, on the Business Dayfollowing dispatch.

## c.             **Entire Agreement**.  The TransitionAgreement, including theConsulting Agreement referred to above, embodiesthe complete 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, including, without limitation,the Change in Control Agreement.

## d.             **Counterparts**.  This TransitionAgreement may be executed in two or more counterparts, each of which shall bedeemed an original and all of which together shall constitute one and the sameinstrument.

## e.             **Successors and Assigns**.

### (i)           Except as otherwise provided herein, this TransitionAgreement shall bind and inure to the benefit of and be enforceable by Mr.Imbriani and the Company and their respective successors, assigns, heirs,representatives and estate, as the case may be; provided, however, that theobligations of Mr. Imbriani under this Transition Agreement shall not beassigned without the prior written consent of the Company and except asprovided in subsection (ii) below, the obligations of the Company under thisTransition Agreement shall not be assigned without the prior written consent ofMr. Imbriani.  This Transition Agreementshall inure to the benefit of and be enforceable by Mr. Imbriani’s legalrepresentatives in accordance with its terms.

### (ii)          The Company will require any successor to the Company orsubstantially all of its assets to assume expressly and agree to perform thisTransition Agreement in the same manner and to the same extent that the Companywould be required to perform it if no such succession had taken place. As usedin this Transition Agreement, “Company” shall mean the Company as hereinbeforedefined and any successor to its business and/or assets as aforesaid whichassumes and agrees to perform this Transition Agreement by operation of law orotherwise.

## f.              **Amendment and Waiver**. The provisions of this Transition Agreement may beamended and waived only with the prior written consent of the Company and Mr.Imbriani, and no course of conduct or failure or delay in enforcing theprovisions of this Transition Agreement shall affect the validity, bindingeffect or enforceability of this Agreement or any provision hereof.

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## g.             **Governing Law**.  This TransitionAgreement, the Release Agreementand the Mutual Release, shall be governed byand construed in accordance with the domestic laws of the Commonwealth ofPennsylvania without giving effect to any choice or conflict of law provisionor rule that would cause the application of the laws of any jurisdiction otherthan the Commonwealth of Pennsylvania. The parties acknowledge that they have determined that this TransitionAgreement shall not be treated as an employee welfare benefit plan as that termis defined under Employee Retirement Income Security Act, as amended, 29 U.S.C.§ 1002 (“ERISA”).

## h.             **Descriptive Headings; Nouns and Pronouns**.  Descriptive headings are for convenience onlyand shall not control or affect the meaning or construction of any provision ofthis Transition Agreement.  Whenever thecontext may require, any pronouns used herein shall include the correspondingmasculine, feminine or neuter forms, and the singular form of nouns andpronouns shall include the plural and vice-versa.

## i.              **Adjudication of Controversy or Claims**.  Any controversy or claim arising out of orrelating to this Transition Agreement, or any breach hereof: shall be settledin accordance with the terms of this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIALBY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TOTHIS TRANSITION AGREEMENT.

### (i)           Claims for Employee Benefits. Any controversy or claimrelating to an employee benefit plan governed by ERISA referenced in Section 2of this Transition Agreement initially shall be submitted pursuant to theadministrative claims procedures established by the plan sponsor of theemployee benefit plan in question.  Suchclaims procedures shall be fully exhausted, and the determination thereundershall be final and binding, subject to any right of review hereunder, if all ofthe procedures have been followed.  IfMr. Imbriani desires further review of the final and binding administrativedetermination, his sole and exclusive recourse shall be pursuant to theArbitration Procedures herein, and Mr. Imbriani hereby expressly waives anyright of review in state or federal court or pursuant to any agency rules orregulations, including without limitation those established by the Departmentof Labor.  Adjudication of any claim forbenefits under this subsection in arbitration shall be under the arbitrary andcapricious standard of review mandated by ERISA, without regard to any claim orassertion by Mr. Imbriani for *de novo*review.

### (ii)          All Other Claims.  In the event of any controversy or claimhereunder, other than one relating to an employee benefit as set forth in thepreceding subsection, the parties’ sole and exclusive recourse shall bepursuant to the Arbitration Procedures herein, and each party hereby expresslywaives any right of review in state or federal court or pursuant to any agencyrules or regulations, including without limitation those established by theDepartment of Labor.

### (iii)          Arbitration Procedures.  Appealsof claims under subsection (i) above, or claims or disputes initiated undersubsection (ii) above, shall be settled by arbitration in accordance withEmployment Dispute Resolution Rules of the American Arbitration Association (orsuch other rules as may be agreed upon by Mr. Imbriani and the Company).  The place of the arbitration shall bePhiladelphia, Pennsylvania., or such other location as may be mutually agreedby the parties.  Judgment upon the awardrendered by the arbitrator(s) may be entered by any court having jurisdictionthereof.  Such award shall be binding andconclusive upon the parties hereto.

## j.              **Legal Expenses**. The Company agrees to pay, to the full extent permitted bylaw, all reasonable attorneys’ fees and costs, as well as all reasonable costsand fees associated with any arbitration, which Mr. Imbriani may reasonablyincur as a result of any contest of the validity or enforceability of, or theCompany’s liability under, any provision of this Transition Agreement; provided,however, that such payment shall be made after, and only if, Mr. Imbrianiprevails on at least one material issue raised in the proceeding followingexhaustion of all rights of appeal or review.

# **Section 16.            Affirmations**.  Mr. Imbrianiaffirms that he has not filed, nor has he caused to be filed, nor is Mr.Imbriani presently a party to any claim, complaint, or action against Releaseesin any forum or form.  Mr. Imbrianifurther affirms that he has been paid and/or has received all leave (paid orunpaid), compensation, wages, bonuses and/or commissions to which Mr. Imbrianimay be entitled and that no other leave (paid or unpaid), compensation, wages,bonuses and/or commissions are due to Mr. Imbriani, except as provided in thisTransition Agreement. Mr. Imbriani acknowledges that he received with thisTransition Agreement a COBRA notice advising of him of his rights under COBRA.

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**IN WITNESS WHEREOF**, the parties hereto haveexecuted this Transition Agreement and General Release as of the date firstwritten above.
| WITNESS:           |   |                              |
|--------------------|--------|-----------------------------------|
|               |   |                              |
|               |   |                              |
| /s/ Kevin W. Doran |   |                              | /s/ Michael  R. Imbriani |   |
|               |   | Michael R. Imbriani, Individually |
|               |   |                              |
|               |   |                              |
|               |   |                              |
| ATTEST:            |   | PQ CORPORATION                    |
|               |   |                              |
| /s/ Kevin W. Doran |   |                              |   |
|               |   |                              |
|               |   | By:                               | /s/ William  J. Sichko, Jr. |   |
|               |   |                              | William J. Sichko, Jr. |
|               |   |                              | Chief Administrative Officer |
|               |   |                              |
|               |   | NIAGARA HOLDINGS, INC.            |
|               |   |                              |
|               |   |                              |
|               |   |                              |
|               |   | By:                               | /s/ William  J. Sichko, Jr. |   |
|               |   |                              | William J. Sichko, Jr. |
|               |   |                              | Secretary |

** **

 

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** **

**APPENDIX A**

**GENERAL RELEASE**

#### 1.             I, Michael R. Imbriani, forand in consideration of certain payments to be made and the benefits to beprovided to me under Section 2 of the Transition Agreement to which thisAppendix A is attached, dated as of November 8, 2006, (the “TransitionAgreement”) with PQ Corporation (the “Company”) and Niagara Holdings, Inc. (“Niagara”),and conditioned upon such payments and provisions, do hereby REMISE, RELEASE,AND FOREVER DISCHARGE the Company and each of its parent corporations,subsidiaries and affiliates, their officers, directors, shareholders, partners,employees and agents, their respective successors and assigns, heirs, executorsand administrators (hereinafter collectively included within the term the “Company”),acting in any capacity whatsoever, of and from any and all manner of actionsand causes of actions, suits, debts, claims and demands whatsoever in law or inequity, which I ever had, now have, or hereafter may have, or which my heirs,executors or administrators hereafter may have, by reason of any matter, causeor thing whatsoever from the date of the Transition Agreement to the date ofthis Mr. Imbriani Release arising from or relating in any way to my employmentrelationship, and the terms, conditions and benefits payments resultingtherefrom, and the termination of my employment relationship with the Company,including but not limited to, any claims which have been asserted, could havebeen asserted, or could be asserted now or in the future under any federal, stateor local laws, including any claims under the Age Discrimination in EmploymentAct (“ADEA”), as amended, 29 U.S.C. § 621 *etseq*., , Title VII of the Civil Rights Act of 1964, as amended, 42U.S.C. § 2000e *et seq*., theAmericans with Disabilities Act, as amended, 42 U.S.C. § 12101 *et seq*., the Family and Medical Leave Actof 1993, as amended, 29 U. S. C. § 2601 *etseq*., the Employee Retirement Income Security Act of 1974, asamended. 29 U.S.C. § 1001, the Pennsylvania Human Relations Act, as amended, Pa.Stat. Tit. 43, § 951 *et seq*., andthe common law of the Commonwealth of Pennsylvania, any contracts between theCompany and me and any common law claims now or hereafter recognized and allclaims for counsel fees and costs; provided, however, that this Mr. ImbrianiRelease shall not apply to (i) any entitlements under the terms of theTransition Agreement or under any other plans or programs of the Company inwhich I participated and under which I have accrued and am due a benefit nor(ii) to my right to be indemnified by the Company, pursuant to Section 9 of theTransition Agreement.

This release is intended to be ageneral release except that it excludes claims under any statute or common lawthat Mr. Imbriani is legally barred from releasing (MR. IMBRIANI SHOULD CONSULTWITH COUNSEL IF MR. IMBRIANI SEEKS CLARIFICATION ON THE SCOPE OF THE RELEASE);provided, however, that Mr. Imbriani represents and agrees by signing belowthat with respect to the Family and Medical Leave Act, Mr. Imbriani has notbeen denied any leave or benefit requested, with respect to the Fair LaborStandards Act and the Pennsylvania Minimum Wage Act, Mr. Imbriani has receivedthe appropriate pay under those Acts for all hours worked for the Company andwith respect to workers’ compensation benefits, Mr. Imbriani has no knownworkplace injuries or occupational diseases.

Nothing herein is intended to orshall preclude Mr. Imbriani from filing a charge with any appropriate federal,state, or local government agency and/or cooperating with said agency in itsinvestigation.  Mr. Imbriani, however,explicitly waives any right to file a personal lawsuit or receive monetarydamages that the agency may recover against Releasees, without regard as to whobrought any said complaint or charge.

#### 2.             Subject to the limitationsof paragraph 1 above, I expressly waive all rights afforded by any statutewhich expressly limits the effect of a release with respect to unknownclaims.  I understand the significance ofthis release of unknown claims and the waiver of statutory protection against arelease of unknown claims which provides that a general release does not extendto claims which the creditor does not know or suspect to exist in his favor atthe time of executing the release, which if known by it must have materiallyaffected its settlement with the debtor.

#### 3.             I hereby agree andrecognize that my employment by the Company was permanently and irrevocablysevered on December 31, 2006 and the Company has no obligation, contractual orotherwise to me to hire, rehire or re-employ me in the future.  I acknowledge that the terms of theTransition Agreement provide me with payments and benefits which are inaddition to any amounts to which I otherwise would have been entitled.

#### 4.             I hereby agree andacknowledge that the payments and benefits provided by the Company are to bringabout an amicable resolution of my employment arrangements and are not to beconstrued as an admission of any violation of any federal, state or localstatute or regulation, or of any duty owed by the Company and that this Mr.Imbriani Release is made voluntarily to provide an amicable resolution of myemployment relationship with the Company.

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####  

#### 5.             I hereby certify that Ihave read the terms of this Release, that I have been advised by the Company todiscuss it with my attorney, and that I understand its terms and effects.  I acknowledge, further, that I am executingthis Release of my own volition with a full understanding of its terms andeffects and with the intention of releasing all claims recited herein inexchange for the consideration described in the Transition Agreement, which Iacknowledge is adequate and satisfactory to me. None of the above-named parties, nor their agents, representatives, orattorneys have made any representations to me concerning the terms or effectsof thisRelease other than thosecontained herein.

#### 6.             I hereby acknowledge that Ihave been informed that I have the right to consider this Release for a periodof 21 days prior to execution. I also understand that I have the right torevoke this Release for a period of seven days following execution by givingwritten notice to the Company.

Intending to be legally bound hereby, I execute theforegoing Release this 8th day of November, 2006.
|                    |   |                     |
|--------------------|--------|--------------------------|
| /s/ Kevin W. Doran |   | /s/ Michael  R. Imbriani |
| Witness            |   | Michael R. Imbriani      |

 

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**APPENDIX B**

**MUTUAL RELEASE**

#### 1.             PQ Corporation, and each of its parent,subsidiaries and affiliates, their officers, directors, shareholders, partners,employees and agents, their respective successors and assigns, heirs, executorsand administrators (hereinafter collectively, the “Company”),  for and in consideration of the release ofMichael R. Imbriani (“Mr. Imbriani”) under Section 2 of the TransitionAgreement dated as of November 8, 2006 (the “Transition Agreement”) to whichthis Mutual Release is attached as Appendix B, and other good and valuableconsideration, do hereby REMISE, RELEASE, and FOREVER DISCHARGE Mr. Imbriani,his assigns, heirs, executors and administrators (hereinafter collectivelyincluded within the term “Mr. Imbriani”), acting in any capacity whatsoever, ofand from any and all manner of actions and causes of actions, suits, debts,claims and demands whatsoever in law or in equity, which it ever had, now have,or hereafter may have, by reason of any matter, cause or thing whatsoever fromthe date of his employment by the Company to the date of this Mutual Releasearising from or relating in any way to Mr. Imbriani’s employment relationshipor the termination of Mr. Imbriani’s employment relationship with the Company,including but not limited to, any claims which have been asserted, could havebeen asserted, or could be asserted now or in the future under any federal,state or local laws, any contracts between the Company and Mr. Imbriani and anycommon law claims now or hereafter recognized and all claims for counsel feesand costs; provided, however, that this Mutual Release shall not apply toaction attributable to a criminal act, an action to enforce the terms of theTransition Agreement, Appendix A, General Release, nor shall this releasebecome effective until the eighth day after the execution, without revocationof Mr. Imbriani’s General Release.

#### 2.             Subject to the limitations of paragraph 1above, the Company expressly waives all rights afforded by any statute whichexpressly limits the effect of a release with respect to unknown claims.  The Company understands the significance ofthis release of unknown claims and the waiver of statutory protection against arelease of unknown claims which provides that a general release does not extendto claims which the creditor does not know or suspect to exist in its favor atthe time of executing the release, which if known by it must have materiallyaffected its settlement with the debtor.

The Company hereby certifies that it has been advisedby counsel in the preparation and review of this Mutual Release.

**[SIGNATURE PAGE FOLLOWS]**

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** **

Intending to be legally bound hereby, the Companyexecuted the foregoing Mutual Release this 8th day of November 2006.
|        | PQ CORPORATION                        |
|--------|---------------------------------------|
|   |
|   |
|   | By:                                   | /s/ William  J. Sichko, Jr. |   |
|   | Printed Name:  William J. Sichko, Jr. |
|   | Title: Chief  Administrative Officer  |

 

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**APPENDIX C**

**THIS CONSULTING AGREEMENT** is hereby entered into by and between PQCorporation (“**PQ**”) and Michael R.Imbriani (“**Mr. Imbriani**”) on this8th day of November 2006 under which PQ and the Consultant agree as follows:

# **Imbriani’sDuties**.  Mr.Imbriani will perform **consulting**services as reasonablyrequested by PQ’s Chief Executive Officer or his designee.**  At such time as PQ requests him to rendersuch services, PQ will provide Mr. Imbriani with reasonable administrativesupport**

# **Term of Consulting Agreement**.  The term ofthe Consulting Agreement will start on January 1, 2007 and will continue untilDecember 31, 2007.

# **Compensation**.  PQ will pay Mr. Imbriani SeventyThousand Dollars ($70,000) to work as a consultant pursuant to this ConsultingAgreement.  This amount shall be paid toMr. Imbriani in a single lump sum on or before December 30,2006.  In exchange for the compensation, Mr.Imbriani agrees to work 30 days in calendar year 2007.  PQ agrees to provide Mr. Imbriani reasonablenotice of such days, taking into account any other obligations to which he isthen subject.  If Mr. Imbriani works morethan 30 days during the term of this Consulting Agreement, he will becompensated at a rate of $1,375 per day.

# **Expenses**.  PQ will reimburse Mr. Imbriani forall reasonable and necessary expenses performing any of the duties required ofhim under this Consulting Agreement which are consistent with the Company’spolicies in effect from time to time. All expenses will be reimbursed under the same conditions as the PQ T+Epolicy. Notwithstanding the foregoing, Mr. Imbriani must submit all expensereimbursement requests to the PQ representative identified in Section 7 of this Consulting Agreement.

# **Confidentiality**.  Mr. Imbrianiagrees that all of the covenants of Section 4 of his Transition Agreement areapplicable to all work that he performs as a consultant.

# **Surviving Provisions**. The obligations set forth in Sections 5 of thisConsulting Agreement shall survive the termination and/or expiration of theConsulting Agreement.

# **Notices to the Company**.** **All notices to and communicationswith PQ shall be directed to:

| (i)    |   | if to Mr. Imbriani:    |
|--------|--------|------------------------|
|   |   |                   |
|   |   | Michael R. Imbriani    |
|   |   | 195 Daylesford Blvd.   |
|   |   | Berwyn, PA 19312       |
|   |   |                   |
|   |   |                   |
| (ii)   |   | if to the Company, to: |
|   |   |                   |
|   |   | PQ Corporation         |
|   |   | 1200 Swedesford Road   |
|   |   | Berwyn, PA 19312       |
|   |   | Attention:             | William J. Sichko, Jr. |
|   |   |                   |
|   |   |                   |

 

# **Termination of Consulting Agreement**.** **PQ shall have the right toterminate its obligations under the Consulting Agreement at any time in the event of a material breach of anyof its terms by Consultant.  PQ willprovide Consultant with written notice of breach of this Consulting Agreement,and Consultant will have ten (10) business days to cure such breach.  Consultant will be liable for all damagesthat may result from his gross negligence or willful misconduct in theperformance of his obligations under thisConsulting Agreement.

Agreed to by Consultant and PQ:
|             |                |
|-------------|---------------------|
| CONSULTANT: |                | /s/ MICHAEL R. IMBRIANI |   |
|        | Michael R. Imbriani |   |
|             |                     |  |  |  |

 

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| DATE:          |   | November 8, 2006             |
|----------------|--------|------------------------------|
|           |   |                         |
|           |   |                         |
| PQ CORPORATION |   |                         |
|           |   |                         |
|           |   |                         |
| BY:            |   | /s/ William  J. Sichko, Jr.  |   |
|           |   | William J. Sichko, Jr.       |
|           |   | Chief Administrative Officer |
|           |   |                         |
| DATE:          |   | November 8, 2006             |
|                |        |                              |  |  |

 

 

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