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                                                                        Ex. 10.1

                           CHANGE-IN-CONTROL AGREEMENT

     THIS AGREEMENT (this "Agreement"), dated as of March 1, 2003, is between
John M. Kehoe, Jr., an individual ("Employee"), and The General Chemical Group
Inc., a Delaware corporation (the "Company" or "GCG").

                                 R E C I T A L S

     WHEREAS, the Company and its subsidiaries are in the business of
manufacturing, selling and distributing sodium carbonate (soda ash) and ice and
dust control products, including without limitation, calcium chloride in North
America (the "Business");

     WHEREAS, the Company may in the future contemplate the sale or merger of
the Company, its key operating subsidiaries or the Business, and will require
Employee's assistance in the diligence process, the marketing and sale and the
closing of the transaction;

     WHEREAS, as a result of the foregoing and because of his/her value to the
Company, the Company wishes to induce Employee, as a key employee of one of the
Company's subsidiaries, to continue its employment with the Company; and

     WHEREAS, in consideration for such assistance the Company is willing to
provide to Employee the benefits described in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants contained herein, Employee and the Company hereby agree as follows:

     1.   Definitions.

          (a)  A "Change-in-Control" shall be deemed to have taken place if, as
               a result: (i) The Existing Shareholders cease to be the
               "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under
               the Exchange Act, except that a person shall be deemed to have
               "beneficial ownership" of all shares that any such person has the
               right to acquire, whether such right is exercisable immediately
               or only after the passage of time), directly or indirectly, of at
               least 50% in the aggregate of the total voting power of stock of
               the Company (including specifically General Chemical Industrial
               Products), whether as a result of issuance of securities of the
               Company, (including specifically General Chemical Industrial
               Products), any merger, consolidation, liquidation or dissolution
               of the Company (including specifically General Chemical
               Industrial Products), any direct or indirect transfer of
               securities by parent corporation or otherwise (for purposes of
               this clause (i) and clause (ii) below, the Existing Shareholders
               shall be deemed to beneficially own any voting stock of a
               corporation (the "Specified Corporation") held by any other
               corporation (the "Parent


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               Corporation") so long as the Existing Shareholders beneficially
               own (as so defined), directly or indirectly, at least 50% in the
               aggregate, of the voting power of the voting stock of the Parent
               Corporation); (ii) Any "person" (as such term is used in Section
               13 (d) and 14 (d) of the Exchange Act), other than one or more of
               the Existing Shareholders, is or becomes the beneficial owner (as
               defined in clause (i) above), directly or indirectly, of more
               than thirty-five percent (35%) of the total voting power of the
               stock of the Company (including specifically General Chemical
               Industrial Products); provided, however, that the Existing
               Shareholders "beneficially own" (as so defined), directly or
               indirectly, in the aggregate a lesser percentage of the total
               voting power of stock of the Company (including specifically
               General Chemical Industrial Products) than such other person and
               do not have the right or ability by voting power, contract or
               otherwise to elect or designate for election a majority of the
               Board of Directors of the Company (including specifically General
               Chemical Industrial Products) (for the purposes of this clause
               (ii), such other person shall be deemed to beneficially own any
               voting stock of a Specified Corporation held by a Parent
               Corporation, if such other person "beneficially owns" (as so
               defined), directly or indirectly, more than 35% of the voting
               power of the voting stock of such Parent Corporation and the
               Existing Shareholders "beneficially own" (as so defined),
               directly or indirectly, in the aggregate a lesser percentage of
               the voting power of the voting stock of such Parent Corporation
               and do not have the right or ability by voting power, contract or
               otherwise to elect or designate for election a majority of the
               Board of Directors of such Parent Corporation); (iii) Any period
               of two (2) consecutive years transpires and individuals who at
               the beginning of such period constituted the Board of Directors
               of the Company (including specifically General Chemical
               Industrial Products) (together with any new directors whose
               election by such Board of Directors or whose nomination for
               election by the shareholders of the Company (including
               specifically General Chemical Industrial Products) was approved
               by a vote of 66-2/3% of the directors of the Company (including
               specifically General Chemical Industrial Products) then still in
               office who were either directors at the beginning of such period
               or whose election or nomination for election was previously so
               approved) cease for any reason to constitute a majority of the
               Board of Directors of the Company (including specifically General
               Chemical Industrial Products) then in office; or (iv) assets are
               sold to other than an Existing Shareholder, or a company
               controlled by an Existing Shareholder and the value of which
               totals more than 50% of the then asset value of General Chemical
               Industrial Products.

          (b)  "Cause" means (i) any act or acts by Employee resulting or
               intended to result directly or indirectly in material gain or
               personal enrichment of Employee at the expense of the Company;
               (ii) Employee's indictment for


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               or conviction of a felony; (iii) Employee's material breach of
               the GCG Code of Conduct or (iv) Employee's breach of Section 3 or
               Section 4 of this Agreement.

          (c)  Employee's employment shall be considered to have been terminated
               by the Employee for "Good Reason" if (i) Employee voluntarily
               terminates his/her employment with the Company because the
               Company fails to employ him/her after a Change-in-Control in a
               similar position having similar duties, and at an annual base
               total compensation, bonus target amounts and benefits comparable
               (except with respect to any reduction in benefits applicable to
               all employees) to those enjoyed by Employee prior to such
               Change-in-Control, or (ii) Employee voluntarily terminates
               his/her employment because he/she is required after a
               Change-in-Control to relocate to a place of employment more than
               fifty (50) miles from his/her current place of employment.

          (d)  All references to "employment by the Company" or words of similar
               import shall be read to mean employment by the Company or any of
               its subsidiaries or affiliates.

          (e)  "Existing Shareholders" means those individuals and charitable
               foundations who/which, as of the Effective Date, are shareholders
               of The General Chemical Group Inc., their present or future
               spouses and descendants and any trusts established for the
               benefit of any of the foregoing, and their legal representatives
               or any charitable foundation established by such persons.

     2.   Severance.

          (a)  If the Company terminates Employee's employment within two (2)
               years following a Change-in-Control for any reason other than for
               Cause, or the Employee terminates his/her employment with the
               Company for Good Reason within two (2) years following a
               Change-in-Control, then Employee will receive an amount of
               severance pay as shown on Exhibit A (the "Severance"), payable
               over the period referenced on Exhibit A (the "Severance Period").
               During the Severance Period, Employee shall continue to receive
               all medical and other benefits Employee is receiving at the time
               of termination as if he/she were still employed by the Company,
               except for long-term disability benefits. If Employee's
               employment with the Company is terminated by the Company for
               Cause during such two (2) year period, or Employee voluntarily
               terminates his/her employment with the Company without Good
               Reason during such two (2) year period, the Company shall not be
               obligated to pay the Severance or make any other severance
               payments and Employee shall only be entitled to receive his/her


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               compensation (not including any discretionary incentive
               compensation) earned up to and including the date of Employee's
               termination.

          (b)  Notwithstanding the terms of any long term incentive plan, stock
               option or restricted unit plan, supplemental executive savings or
               pension plan, or other similar plan which may be in place
               (collectively, the "Plans") in which Employee may participate,
               upon the occurrence of the Change-in-Control and effective upon
               such date (i) any and all dividends, awards, stock options
               restricted units granted, and supplemental executive savings or
               pension amounts accrued, to Employee under any of the Plans shall
               be deemed to have fully vested and shall be paid to Employee
               under the terms of the respective Plan, and all stock options
               shall be fully exercisable, and (ii) with respect to stock
               options, if after such vesting Employee has not exercised his/her
               stock options, and Employee's employment with the Company is
               terminated by the Company for reasons other than for Cause or by
               the Employee for Good Reason, Employee shall have sixty (60) days
               following such termination to exercise his/her stock options in
               accordance with the provisions of the plan documents governing
               the grant of such options.

          (c)  As a condition of the initiation of the payment of the Severance
               described in this Section 2, Employee shall execute and deliver a
               release document, in form and substance acceptable to the
               Company, which releases the Company and its affiliates,
               subsidiaries, officers, directors, shareholders, employees and
               agents from any and all claims, actions, demands and liabilities
               which may have arisen or could arise in connection with the
               Employee's employment with, and termination of the Employee from,
               the Company. The foregoing release shall not apply to any (i)
               breach of the Company's obligations under this Agreement, or (ii)
               claim for indemnity for which Employee may be entitled in
               connection with any action or proceeding to which Employee is
               made a party by reason of being an officer or employee of the
               Company, to the extent such Employee is entitled to such
               indemnity under the Company's Articles of Incorporation and
               By-laws, or under applicable law.

          (d)  Notwithstanding anything to the contrary contained herein, in the
               event that Employee's employment with the company has not been
               terminated prior to two (2) years after a Change-in-Control, the
               obligations of the Company to pay Severance as described in this
               Section 2 shall terminate on such two-year anniversary of such
               Change-in-Control and be of no further force or effect.

     3.   Noncompetition/Nonsolicitation. In exchange for the severance benefits
          described above, during any period in which Employee is employed by,
          or


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          receiving severance benefits from, the Company, he/she agrees not to,
          directly or indirectly, individually or injunction with another person
          or entity:

          (a)  engage in any business, whether as owner, lender, employee,
               consultant, agent or advisor, in North America (the "Territory")
               which directly competes with the Business;

          (b)  solicit or contact potential customers on behalf of, invest in,
               obtain any interest in, advise, lend money to, or guarantee the
               debts or obligations of, any person or entity, which is engaged
               in the Territory in the Business other than investments of not
               more than one percent (1%) of the publicly traded securities of a
               company that competes with the Business;

          (c)  solicit or accept business from any customers of the Company or
               its subsidiaries or affiliates or actively seek prospective
               customers, for the purposes of providing products or services in
               the Territory which are the same as or substantially similar to
               those provided by the Company in connection with its conduct of
               the Business; or

          (d)  solicit, persuade or attempt to persuade, directly or through any
               third party, any employee of the Company or its subsidiaries and
               affiliates to terminate his or her service with the Company.

     4.   Confidential Information/Trade Secrets. During Employee's employment
          with the Company and after Employee is no longer employed by the
          Company, he/she agrees not to use, reveal or disclose any trade
          secrets or confidential information of the Company. The term "trade
          secrets" means (i) any scientific or technical information, design,
          process, procedure, formula, invention or improvement of the Company,
          without limitation, that is secret and of value and (ii) Company
          information including, but not limited to, technical or non-technical
          data, formula patterns, chemical formulations, compilations, devices,
          methods, techniques, drawings, processes, financial data, and lists of
          actual or potential customers which the Company takes reasonable
          efforts to protect from disclosure. The term "confidential
          information" means Company information that, although not a trade
          secret, is not generally known and includes, but is not limited to,
          sales and marketing information, customer account records, pricing,
          costing and financial information relating to the business, accounts,
          customers, employees and affairs of the Company; any information
          marked "Confidential" by the Company; and any other similar Company
          information that is not a trade secret. Promptly after termination of
          Employee's employment with the Company for any reason, Employee agrees
          to return to the Company any and all documents, memoranda, drawings,
          notes, and other papers and items (including all copies thereof,
          whether electronic or otherwise) embodying or containing any trade
          secrets or confidential information of the Company which are in the
          possession or control of Employee. The foregoing obligations are in
          addition to, and do not supercede, any


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          confidentiality, nondisclosure or other similar obligations Employee
          may have, whether by agreement with the Company, by law or otherwise.

     5.   Remedies. Employee acknowledges and agrees that the Company would
          suffer irreparable harm from a breach by Employee of the restrictive
          covenants set forth in Section 3 or Section 4. Therefore, in the event
          of the actual or threatened breach by Employee under Section 3 or
          Section 4, the Company may, in addition and supplementary to any other
          rights and remedies existing in its favor (including, without
          limitation, its right to terminate Employee's employment), apply to
          any court of law or equity of competent jurisdiction for specific
          performance or injunctive or other relief in order to enforce or
          prevent any violation of the provisions of Section 3 or Section 4.
          Employee agrees not to raise the defense of an adequate remedy at law
          in any such proceeding. Employee agrees that the existence of any
          claim or cause of action by Employee against the Company, whether
          predicted upon this Agreement or any other contract, shall not
          constitute a defense to the enforcement by the Company of the
          provisions of Section 3 or Section 4.

     6.   Occurrence of a Change-in-Control as Condition Precedent to Certain
          Obligations under Agreement. The Company and Employee agree that the
          occurrence of a Change-in-Control is a condition precedent to the
          obligations of the Company set forth in Section 2 and that such
          obligations shall be of no force and effect in the absence of a
          Change-in-Control.

     7.   Notice. All notices and other communications required or permitted
          under this Agreement shall be deemed to have been duly given and made
          if in writing and if served either by personal delivery to the party
          for whom intended (which shall include delivery by reputable overnight
          courier) or three (3) business days after being deposited, postage
          prepaid, certified or registered mail, return receipt requested, in
          the United States mail bearing the address shown in this Agreement
          for, or such other address as may be designated in writing hereafter
          by, such party:

          If to Employee:        Mr. John M. Kehoe, Jr.
                                 82 Ducks Head
                                 PO Box 755
                                 New Castle, NH 03854

          If to the Company:     The General Chemical Group Inc.
                                 Liberty Lane
                                 Hampton, New Hampshire
                                 Attn: Secretary

          with a copy to the General Counsel at


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                                 90 East Halsey Road
                                 Parsippany, NJ  07054

     8.   Reformation; Severability. Whenever possible, each provision of this
          Agreement shall be interpreted in such manner as to be effective and
          valid under applicable law, but if any provision of this Agreement is
          finally determined by a court of competent jurisdiction to be
          unenforceable or invalid under applicable law, such provision shall be
          effective only to the extent of its enforceability or validity,
          without affecting the enforceability or validity of the remainder of
          this Agreement, and such court shall have jurisdiction to reform this
          Agreement to the maximum extent permitted by law. In the event that
          any such provision of this Agreement cannot be reformed, such
          provision shall be deemed severed from this Agreement, but every other
          provision of this Agreement shall remain in full force and effect.

     9.   Binding Effect; Waiver. The terms and provisions of this Agreement
          shall be binding on and inure to the benefit of Employee, his/her
          heirs, executors, administrators and other legal representatives. This
          Agreement shall be binding on and inure to the benefit of the Company,
          its successors (including those by operation of law) and assigns and
          the purchaser of the Company due to a Change-in-Control, who shall
          also be deemed a third party beneficiary hereunder and shall have the
          right to enforce the provisions of this Agreement in the Company's
          place and stead. The failure of the Company at any time or from time
          to time to require performance of any of Employee's obligations under
          this Agreement shall in no manner affect the Company's right to
          enforce any provision of this Agreement at a subsequent time, and the
          waiver of any rights arising out of any breach shall not be construed
          as a waiver of any rights arising out of any subsequent or prior
          breach.

     10.  Entire Agreement; Prior Agreements and Arrangements. Upon occurrence
          of a Change-in-Control, the terms and provisions of this Agreement
          shall supersede, and amend and restate in their entirety, all terms
          and provisions of any existing employment agreements and arrangements
          that Employee may have with the Company or any subsidiary or affiliate
          thereof which relate to the payment of cash severance, including, but
          not limited to, existing employee benefits, handbooks, programs,
          practices and severance arrangements and all other arrangements
          relating to the subject matter hereof ("Existing Employee
          Arrangements"), except as expressly set forth herein. This Agreement
          shall not affect other non-cash benefits Employee may be entitled to
          under either the Company's benefit plans or applicable law, such as
          COBRA or ERISA, for example. Nothing set forth in this Agreement shall
          constitute a guarantee of employment for a particular period or
          otherwise abrogate or modify Employee's the Existing Employee
          Agreements in the absence of a Change-in-Control.

     11.  Withholding. Notwithstanding any other provision of this Agreement,
          the Company may withhold from amounts payable under this Agreement,
          and shall


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          pay over to the appropriate authorities in a manner consistent with
          all applicable requirements, all federal, state, local and foreign
          taxes that are required to be withheld by applicable laws or
          regulations.

     12.  Mitigation. Employee shall not be required to mitigate damages or the
          amount of any payment or other benefit provided for in this Agreement
          by seeking other employment, nor shall the amount of any payment or
          other benefit provided for in this Agreement then or thereafter due to
          Employee be reduced or modified by any compensation or other payment
          or benefit earned or received by Employee as the result of or in
          connection with any employment of the Employee by another employer
          after the termination of Employee's employment with the Company.

     13.  Amendment. No amendment, modification, or waiver of any provision of
          this Agreement shall be effective unless the same shall be in writing
          and signed by the parties hereto.

     14.  Assignment. This Agreement is for personal services to be performed by
          Employee and may not be assigned or transferred by Employee, nor may
          the obligations of Employee be performed by any other party. All of
          the rights and obligations of the Company under this Agreement are
          fully assignable and transferable by the Company.

     15.  Counterparts. This Agreement may be executed in counterparts, each of
          which shall be deemed an original but all of which together shall
          constitute one and the same instrument.

     16.  Headings. The various headings of this Agreement are inserted for
          convenience only and shall not affect the meaning or interpretation of
          this Agreement or any provisions hereof.

     17.  Governing Law. This Agreement shall be governed by and construed in
          accordance with the laws of the State of Delaware without reference to
          conflicts of laws principles.


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     IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement as of the date first above written.

                                               EMPLOYEE:


                                               /s/ John M. Kehoe, Jr.
                                               ---------------------------------


                                               THE COMPANY:

                                               THE GENERAL CHEMICAL
                                               GROUP INC.


                                               By:    /s/ John D. Sanford
                                                      --------------------------
                                               Name:  John D. Sanford
                                               Title: Executive Vice President,
                                                      Finance and Administration


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                                    Exhibit A

Employee                                             John M. Kehoe, Jr.

1.  Severance:                                        $ 25,000 / month

2.  Severance Period:                                     24 months


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