**Exhibit 10.ff**

 

**[Material Sciences Corporation Logo appears here]**

 

2200 East Pratt Boulevard · Elk GroveVillage, Illinois 60007-5995 · U.S.A. 

 

January 9, 2004 

 

Mr. Cliff Nastas 

Vice President Sales & Marketing 

Elk Grove Village, Il. 

 

 

Dear Cliff: 

 

Material Sciences Corporation (the “Company”), as part of its cost reduction and restructuring plans, is continuing to review its metalcoating operations from a strategic standpoint to determine whether they are capable of earning a satisfactory return or whether they should be sold or idled (the “Strategic Review”). It is important to the Company that you remain employedby the Company while it completes its review of the Strategic Review. This letter was prepared at the direction of Mike Callahan. 

 

Accordingly, to compensate you for incremental work and responsibility and encourage your continued employment during this review period: (i) if youremain continuously employed by the Company, and its successors and assigns, from and after the date of this letter through May 31, 2004 (the “Retention Date”) or (ii) your employment is terminated by the Company or its successors orassigns without Cause (as defined below) after the date of this letter and prior to the Retention Date, the Company will pay you the sum of $300,000.00. Such payment will be made at the next compensation payment date following the earlier of (i) or(ii), subject to withholding of all federal, state and local taxes or other amounts required by applicable law. For purposes of this letter, the term “Cause” means (i) your willful and continued failure to perform substantially yourduties to the Company within a reasonable period of time after a written demand for substantial performance is delivered to you by the Company which demand specifically identifies the manner in which the Company believes that you have notsubstantially performed your duties; or (ii) your willful misconduct in the performance of your duties to the Company or your willful engagement in conduct which, in either case, is illegal or materially injurious to the Company monetarily orotherwise. 

 

Please note that the Company’s activities arehighly confidential and very sensitive. Accordingly, you hereby agree as follows: 

 

1. Except as necessary to discharge your duties to the Company, you shall keep confidential all information and materials regarding theCompany and its business and operations, including, without limitation, any information concerning the Strategic Review. 

2. You will not issue or cause the publication of any press release or other publicannouncement with respect to the Company and its business and operations, including, without limitation, any information concerning the Strategic Review or other key operating decisions of the Company, without the prior written consent of theCompany. 

 

3. You understand that theCompany’s Strategic Review constitutes material non-public information that you have a duty to keep confidential. Accordingly, you will not trade Material Sciences Corporation common stock until such time as an authorized representative ofMaterial Sciences Corporation delivers to you written notice to such effect. 

 

Your failure to strictly comply with your obligations contained in this letter will terminate the Company’s obligation to make any payments to you pursuant to this letter. 

 

Nothing contained in this letter shall confer upon you any right tocontinuation of employment by the Company or its affiliates, or interfere with the right of the Company or its affiliates to terminate your employment at any time. 

 

Please note that payment under this Supplemental Compensation Agreement will not have any further application towards anyother form of compensation, including but not limited to, any calculations related to your Supplemental Retirement Plan, Life Insurance Plans, annual Bonus Plans, Long Term Incentive Plans, etc. 

 

If you are in agreement with the foregoing, please acknowledge your agreementin the place provided below and return an original of this letter to the Company, whereupon this letter shall become a binding agreement between the Company and you. 

 

Very truly yours,

Material Sciences Corporation
By: 
/s/    John M. Klepper        
   
John M. Klepper

Vice President HumanResources

 

ACKNOWLEDGED AND AGREED:

/s/    Cliff Nastas
     1/9/04
Name:
 Date