Exhibit 10.32


 


April 8, 2002


 


Mr. John Televantos


2 Crows Nest Circle


West Chester, PA  19382


 


Dear
John:


 


I am pleased to confirm the terms and conditions of
your offer to join Hercules Incorporated effective April 15, 2002 in the
position of President Aqualon Division of Hercules and Vice President, Hercules
Incorporated.  This position will report
to William H. Joyce, Chairman & Chief Executive.


 


Our offer includes the following components:


 


1.               Annual Base Salary:  $302,000
payable in 12 equal monthly installments. 
Pursuant to our salary administration policy, salary reviews are
conducted each March 1st.


 


2.               2002 MICP Target Opportunity: Your target annual incentive
opportunity under the Hercules Management Incentive Compensation Plan (MICP) is
50% of your base salary.  The maximum
payout is 100% of base salary and, of course, the minimum is zero. Any payouts
above the target amount are made in discounted restricted stock.


 


3.               Long-Term Incentive: In this position, you are eligible to
receive annual grants under the Hercules Long-Term Incentive Compensation Plan
(LTICP).  Your first year award will be
130,000 non-qualified stock options subject to Compensation Committee
approval.  Future awards will be
determined based on competitive practice for your position at that time.


 


4.               Benefits: Your benefits will be covered under the current
Hercules Incorporated plan per the enclosed Benefits overview.  Eligibility provisions for welfare benefits
(other than pension participation purposes) will be waived.


 


5.               Deferred Compensation:  You
will be eligible to participate in the Hercules Deferred Compensation
Plan.  This plan provides the option to
defer before-tax salary and/or target MICP amounts.  More information will be provided to you on
this plan when you become eligible to participate.


 





















 


6.               Executive Stock Purchase Program: In the fall of 2002, you will become eligible to participate in the Executive
Stock Purchase Program.  This program,
under the LTICP, provides you with the option of converting salary, target MICP
amounts, and Nonqualified Pension benefits into Hercules Restricted Stock at a
15% discount.  The program also provides
for the exchange of Nonqualified Savings Plan balances for restricted stock
with no discount.  More information will
be provided to you on this program through the Corporate Human Resources
Department.


 


You are eligible for a Change in Control Agreement
which provides up to three years salary and target annual incentive in the
event of a Change of Control at Hercules Incorporated.  A copy of the Change in Control Agreement is
enclosed.


 


This offer is contingent upon two issues.  You must successfully pass our standard
pre-placement physical examination before your anticipated starting date.  A part of this examination will be a test to
detect the use of drugs or alcohol.  If
you are currently using prescription drugs, please bring your prescription with
you to the physical.  In addition, we
must verify employment eligibility under the Immigration Reform and Control
Act.


 


John, I am excited
about having you as part of the Hercules team in this critical role.  I look forward to working with you to make
this a personally and professionally rewarding opportunity.


 


To indicate your review and acceptance with the above
terms please sign a copy of this letter and return it to me within three days.


 


	
   

  	
  Best regards,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Edward V. Carrington, Vice President

  
	
   

  	
  Human Resources and Corporate Resources

  
	
   

  	
   

  
	
  Accepted by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  John Televantos

  	
   

  
			



 


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