THAT THE ISSUANCE AND
DELIVERY OF SUCH CERTIFICATES IS IN COMPLIANCE WITH ALL APPLICABLE LAWS AND
REGULATIONS OF GOVERNMENTAL AUTHORITY.
THE COMPANY SHALL IN NO EVENT BE
OBLIGATED TO REGISTER ANY SECURITIES PURSUANT TO THE SECURITIES ACT OF 1933 (AS
NOW IN EFFECT OR AS HEREAFTER AMENDED) OR TO TAKE ANY OTHER ACTION IN ORDER TO
CAUSE THE ISSUANCE AND DELIVERY OF SUCH CERTIFICATES TO COMPLY WITH ANY SUCH LAW
OR REGULATION.
ADDITIONAL GRANTS OF RESTRICTED SHARES.
IN ACCORDANCE WITH SECTION 4(E) OF THE
EMPLOYMENT AGREEMENT, COMMENCING ON JANUARY 25, 2008 AND ON EACH ANNIVERSARY
THEREAFTER, THE COMPANY SHALL GRANT TO YOU, IF YOU ARE EMPLOYED AT THE COMPANY
AT SUCH TIME, AN ADDITIONAL 10,000 SHARES OF RESTRICTED STOCK (SUBJECT TO
AVAILABILITY UNDER THE PLAN), SUCH GRANT TO BE IN SUBSTANTIALLY THE SAME FORM AS
THIS RESTRICTED SHARE AGREEMENT.
By signing this Agreement, you and the Company acknowledge that this Agreement
reflects, and is consistent with, the terms of Section 4(e) of the Employment
Agreement.
SEQUA
CORPORATION
By:
/s/
John J. Dowling III
John J. Dowling III
Senior Vice President, Legal
Accepted:
/s/ Martin Weinstein
Martin Weinstein
Date:
May 18, 2007
Witness: /s/ Anne Rega
Date:
May 18, 2007