**Exhibit10.1****OPTION GRANT AGREEMENT**This OPTION GRANT AGREEMENT, made as of the 2d day of December, 2004 between TJ ChemicalHoldings LLC (the *“Company”)*and Steven Demetriou (the *“Participant”).*WHEREAS, the Company has adopted and maintains the TJ Chemical Holdings LLC 2004 Option Plan (the*“Plan”)*to promote the interests of the Company and the Holders of Membership Units in the Companyby providing key employees, consultants, members and service providers of the Company and itsaffiliates with an appropriate incentive to encourage them to continue in the employ or service andto improve the growth and profitability of the Company and its affiliates;WHEREAS, the Plan provides for the Grant to Participants of non-qualified Options to purchaseMembership Unit(s) in the Company;NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth,the parties hereto hereby agree as follows:1. ***Grant of Options.***Pursuant to, and subject to, the terms and conditions set forth herein and inthe Plan, the Company hereby grants to the Participant a non-qualified option (the *“Option”)*withrespect to 25,000 Membership Unit(s) in the Company.2. ***Grant Date.***The Grant Date of the Option hereby granted is December 2, 2004.3. ***Vesting Commencement Date.***The Vesting Commencement Date of the Option hereby granted isDecember 1, 2004.4. ***Incorporation of Plan****.*All terms, conditions and restrictions of the Plan and the LLC Agreementare incorporated herein and made part hereof as if stated herein. If there is any conflict betweenthe terms and conditions of the Plan or the LLC Agreement and this Option Grant Agreement, theterms and conditions of this Option Grant Agreement, as interpreted by the Committee in its solediscretion, shall govern, unless explicitly provided to the contrary in the Plan or this OptionGrant Agreement. All capitalized terms used herein shall have the meaning given to such terms inthe Plan.5. ***Exercise Price.***The exercise price per Membership Unit underlying the Option granted hereby is$1.00.6. ***Vesting Date.***The Option shall become exercisable as follows: fifty percent (50%) of theMembership Unit(s) (rounded down to the nearest Membership Unit) underlying the Option shall becomeexercisable on each of the first two anniversaries of the Vesting Commencement Date; Providedthat the unvested portion of the Option shall become immediately vested as of the effectivedate of a Change in Control.7. ***Expiration Date.***The Option or such portion thereof that has not yet become exercisable on thedate the Participant’s Services are terminated for any reason shall expire on such date. The Optionor such portion thereof that has become exercisable on or before the date the Participant’sServices are terminated shall expire on the earlier of ( a) the commencement of business on thedate the Participant’s Services are terminated for Cause; (b) 90 calendar days after the date theParticipant’s Services are terminated for any reason other than Cause, death or Disability; (c) oneyear after the date the Participant’s Services are terminated by reason of death or Disability; or(d) the 10th anniversary of the Grant Date.
 

 
8. ***Limitations on Transfer of Membership Units; Termination of Employment.***The Participantacknowledges that upon becoming a member of the Company, the Participant will be subject to all theterms and conditions provided in the LLC Agreement. Notwithstanding anything herein or the LLCAgreement to the contrary, the Participant shall not sell or transfer any Membership Unit acquiredpursuant to the exercise of an Option, except (i) to the Participant’s beneficiaries or estate uponthe Participant’s death, (ii) upon consent of the Committee, (iii) pursuant to Sections 6.03, 6.04,6.06 of the LLC Agreement, or (iv) if such sale or transfer occurs following the date set forth inSection 6.07 of the LLC Agreement.In the event of a termination of a Participant’s Services, the Company shall have the right topurchase the Participant’s Membership Units acquired pursuant to the Options in accordance withSection 6.06 of the LLC Agreement. Any Membership Units acquired pursuant to the exercise of theOptions shall be subject to certain Tag-Along and Drag-Along rights in accordance with Article VIof the LLC Agreement.9. ***Delays or Omissions.***No delay or omission to exercise any right, power or remedy accruing to anyparty hereto upon any breach or default of any party under this Option Grant Agreement, shallimpair any such right, power or remedy of such party nor shall it be construed to be a waiver ofany such breach or default, or an acquiescence therein, or of or in any similar breach or defaultthereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of anyother breach or default theretofore or thereafter occurring. Any waiver, permit, consent orapproval of any kind or character on the part of any party of any breach or default under thisOption Grant Agreement, or any waiver on the part of any party or any provisions or conditions ofthis Option Grant Agreement, shall be in writing and shall be effective only to the extentspecifically set forth in such writing.*10.****Limitation on Transfer of Options****.*Except as set forth in this Section 10, the Option shall beexercisable only by the Participant. The Option shall not be assignable or transferable other thanby will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participantmay request authorization from the Committee to assign the Option granted herein to a trust orcustodianship, the beneficiaries of which may include only the Participant, the Participant’sspouse or the Participant’s lineal descendants (by blood or adoption), and, if the Committee grantssuch authorization, the Participant may assign his rights accordingly. In the event of any suchassignment, such trust or custodianship shall be subject to all the restrictions, obligations, andresponsibilities as apply to the Participant under the Plan and this Option Grant Agreement andshall be entitled to all the rights of the Participant under the Plan and this Option GrantAgreement; Provided that notwithstanding such assignment, if the events or dates set forthin Sections 6 and 7 of the Option Grant Agreement occur with respect to the Participant, the Optionshall not vest or expire at the times set forth in Sections 6 and 7 hereof; Provided furtherthat upon such assignment in accordance with this Section 10, all references in the Plan andOption Grant Agreement except for Sections 6 and 7 of the Option Grant Agreement (and any otherprovision of Services with the Company or its affiliates (or the termination thereof)) shall bedeemed to be replaced by a reference to the Transferee of the Option.11. ***Indemnification.***The Participant agrees, to the fullest extent permitted by law, to indemnifyand hold harmless the Company and any director, officer, or employee thereof against any and alllosses, liabilities, claims, damages, and expenses of any nature whatsoever (including attorneys’fees and disbursements, judgments, fines and amounts paid insettlement) (collectively, *“Losses”)*arising out of or based upon any breach or failure by the Participant tocomply with his obligations made herein. This Section 11 shall survive any termination or executionof this Option Grant Agreement.
 

 
12. ***Representations.***     12.1 ***Participant Representations.***In addition to any representations made by the Participantin the LLC Agreement, the Participant hereby represents and warrants to the Company that: (a) theParticipant is an “accredited investor” as defined in Rule 501(a) under the Securities Act;~provided that the Company may, in its discretion and subject to compliance with allapplicable securities laws, waive the foregoing representation with respect to a limited number ofParticipants; (b) the Participant, alone or together with his representatives, possesses suchexpertise, knowledge, and sophistication in financial and business matters generally, and in thetype of transactions in which the Company proposes to engage in particular; (c) the Participant isaware that the LLC Agreement provides significant restrictions on the ability of a Participant tosell, transfer, assign, mortgage, hypothecate, or otherwise encumber the Membership Units; (d) theParticipant has duly executed and delivered this Option Grant Agreement; and (e) the Participant’sauthorization, execution, delivery, and performance of this Option Grant Agreement do not conflictwith any other agreement or arrangement to which the Participant is a party or by which it isbound.     12.2 ***Truth of Representations and Warranties.***The Participant represents and warrants that allof his representations set forth in Section 12.1 of this Option Grant Agreement are true andcorrect as of the date hereof and will be true and correct on any Exercise Date.13. ***Integration.***This Option Grant Agreement, and the other documents referred to herein ordelivered pursuant hereto (including, without limitation, the LLC Agreement) which form a parthereof contain the entire understanding of the parties with respect to its subject matter and thereare no restrictions, agreements, promises, representations, warranties, covenants or undertakingswith respect to the subject matter hereof other than those expressly set forth in such documents.This Option Grant Agreement, the Plan and the LLC Agreement supersede all prior agreements andunderstandings between the parties with respect to its subject matter.14. ***Counterparts.***This Option Grant Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which shall constitute one and the same instrument.15.***Governing Law.***This Option Grant Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Delaware without regard to the provisionsthereof governing conflict of laws.16. ***Participant Acknowledgment.***The Participant hereby acknowledges receipt of a copy of the Planand the LLC Agreement. The Participant hereby acknowledges that all decisions, determinations andinterpretations of the Committee in respect of the Plan, this Option Grant Agreement and the Optionshall be final and conclusive.[Remainder of page intentionally left blank]
 

 
     IN WITNESS WHEREOF, the Company has caused this Option Grant Agreement to be duly executed by itsduly authorized officer and said Participant has hereunto signed this Option Grant Agreement on hisown behalf, thereby representing that he has carefully read and understands this Option GrantAgreement, the Plan, and the LLC Agreement as of the day and year first written above.     TJ CHEMICAL HOLDINGS LLC   /s/ Richard A. Ekleberry     By: Richard A. Ekleberry  Title: Vice President     STEVEN DEMETRIOU   /s/ Steven Demetriou