Exhibit 10.20


 





 


Phibro ANIMAL HEALTH CORPORATION November 3, 2006 Dear Thomas:
On behalf of Gerald K. Carlson, Chief Executive Officer, I am pleased to present an offer of employment to you with Phibro Animal
Health Corporation as Senior Vice President, General Counsel and Corporate Secretary reporting to Mr. Carlson. The offer to you
is as follows: Start Date November 15, 2006 Base Salary and Compensation You will be paid an annual base salary of $245,000 less
applicable deductions as required by law, payable on the 15th and last business day of each month. Your base salary is subject
to periodic review as per Company policy. You are eligible to participate in the Phibro Animal Health Corporate Incentive Plan.
Your target bonus will be 30% of your base salary. For the current fiscal year ending June 30, 2007, you are guaranteed to receive
an award that shall be no less than target. The award will be pro-rated based on your start date and payable on or about September
30, 2007 and is conditional upon your continuing employment through that date. In addition, you will be paid a sign-on bonus of
$20,000, payable on January 2, 2007. You will be provided with a vehicle for your business and personal use paid for by Phibro
Animal Health pursuant to the Company Fleet Policy. Alternatively, you may opt to receive a car allowance of $750 per month. The
Company will pay, or reimburse you for, professional fees and expenses incurred in connection with the performance of your duties,
including licensing fees for New York and New Jersey, memberships in professional associations, legal reference materials and
publications, continuing legal education courses, and attendance at legal/professional conferences. 65 Challenger Road, Third
Floor, Ridgefield Park, NJ 07660 • 201-329-7300 • Fax: 201-329-7399


 






     

     


    

 


 


Phibro Animal Health Corporation T. Dagger November 3, 2006 Page
2 of 4 Benefit Plans You will be eligible to participate in the Company’s Benefit Plans, which include Health, Dental, Life
and Disability Insurance after a 30 day waiting period. You will be eligible to participate in the Company 401(k) Savings and
Retirement Plan after six months of employment and will receive Company matches and profit sharing contributions after one year
of employment. You are also eligible to participate in the Company’s defined benefit pension plan and any other plans, programs,
perks or benefits that the Company maintains for, or offers to, its executive employees. Participation in these plans is subject
to the terms and conditions of the plans and they are subject to change at any time at the sole discretion of the Company. Vacation
You will be entitled to four weeks of vacation per calendar year. Severance If your employment by the Company (or its successor(s)
is (i) involuntarily terminated without cause, or (ii) terminated by you for Good Reason (as defined below), within one year after
a Change in Control (as defined below), then the Company shall pay to you, within ten (10) days following the effective date of
your termination or on the actual date of the Change in Control whichever comes later, as a payment for services previously rendered,
one hundred percent (100%) of your annual base salary in effect immediately prior to the date of termination. If a Change in Control
occurs after your first year of employment, the Company shall pay you seventy five percent (75%) of such annual base salary. “Change
in Control” will have the meaning set forth in the Appendix A. The term "Good Reason” shall mean a breach of
this offer letter by the Company, a change in your title or reporting relationships, diminution of your responsibilities or authority,
reduction in your compensation or other benefits, or required relocation that is further in commuting time from your current home
than your initial work location in Ridgefield Park, New Jersey. You will be entitled to receive the higher of (i) any severance
pay payable during a Change in Control pursuant to any Company severance policy then in effect and (ii) the amounts set forth
above. Payment of any severance is contingent upon your execution of an Agreement and General Release. Background Check and Substance
Abuse Screen This employment offer is contingent upon a clearance of criminal, credit and motor vehicle background checks as well
as a substance abuse screen under the Company’s Drug and Alcohol Testing Policy. Accompanying this offer are a list of substance
abuse laboratory sites and the appropriate paperwork for your test. Please make arrangements immediately to complete this mandatory
testing. Upon clearance, I will contact you to finalize your start date.


 






     

     


    

 





 


Phibro Animal Health Corporation T. Dagger November 3, 2006 Page
3 of 4 Employment-At-Will Your employment with the Company will be for a minimum term of one year. Notwithstanding anything herein
to the contrary, after such one-year period:(i) your employment status with the Company will be that of an at-will employee, (ii)
nothing in this offer of employment at-will shall be deemed to create a contract of employment, and (iii) this offer of employment
is not for a fixed duration and may be terminated at any time by either you or the Company with or without cause. Thomas, on behalf
of the entire Phibro Animal Health Corporation’s management team I would like to welcome you to the Company. We are confident
that you will be a valuable member of our team and look forward to your contributions. Please return a signed copy of this letter.
Please feel free to call me at (201) 329-7324 if you have any questions regarding your employment with Phibro Animal Health Corporation.
Sincerely, Daniel A. Welch Senior Vice President, Human Resources Offer Accepted: Thomas G. Dagger Date cc: Gerald K. Carlson


 






     

     


    

 





 


Phibro Animal Health Corporation T. Dagger November 3, 2006 Page
4 of 4 APPENDIX A The term "Change in Control" shall mean: The sale, lease, conveyance, liquidation or other disposition
of all or substantially all of the Company's assets as an entirety or substantially as an entirety to any person, entity or group
of persons acting in concert; or Any transaction or series of related transactions (as a result of a tender offer, merger, consolidation
or otherwise) that results in any Person (as defined in Section 13(8)(E) under the Securities Exchange Act of 1934) becoming the
beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of more than 50%
of the aggregate voting power of all classes of common equity securities of the Company, except if such Person is (A) a subsidiary
of the Company, (B) an employee stock ownership plan for employees of the Company, or (C) a company formed to hold the Company's
common equity securities and whose shareholders constituted, at the time such company became such holding company, substantially
all the equity owners or shareholders of the Company.