EXHIBIT 10.27
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the 24th day of August, 2000 (this "Agreement"), by and
between Hercules Incorporated, a Delaware corporation (the "Company"), and
Israel Floyd (the "Executive").
WHEREAS, the Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its
shareholders/stockholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined herein).
The Board believes it is
imperative to diminish the inevitable distraction of the Executive by virtue of
the personal uncertainties and risks created by a pending or threatened Change
of Control and to encourage the Executive's full attention and dedication to the
current Company and in the event of any threatened or pending Change of Control,
and to provide the Executive with compensation and benefits arrangements upon a
Change of Control that ensure that the compensation and benefits expectations of
the Executive will be satisfied and that are competitive with those of other
corporations.
Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
SECTION 1.
CERTAIN DEFINITIONS.
(A)
"EFFECTIVE DATE" MEANS THE FIRST DATE DURING THE CHANGE OF CONTROL PERIOD (AS
DEFINED HEREIN) ON WHICH A CHANGE OF CONTROL OCCURS.
NOTWITHSTANDING ANYTHING
IN THIS AGREEMENT TO THE CONTRARY, IF A CHANGE OF CONTROL OCCURS AND IF THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED PRIOR TO THE DATE ON WHICH
THE CHANGE OF CONTROL OCCURS, AND IF IT IS REASONABLY DEMONSTRATED BY THE
EXECUTIVE THAT SUCH TERMINATION OF EMPLOYMENT (1) WAS AT THE REQUEST OF A THIRD
PARTY THAT HAS TAKEN STEPS REASONABLY CALCULATED TO EFFECT A CHANGE OF CONTROL
OR (2) OTHERWISE AROSE IN CONNECTION WITH OR ANTICIPATION OF A CHANGE OF
CONTROL, THEN "EFFECTIVE DATE" MEANS THE DATE IMMEDIATELY PRIOR TO THE DATE OF
SUCH TERMINATION OF EMPLOYMENT.
(B) "CHANGE OF CONTROL PERIOD" MEANS THE PERIOD COMMENCING ON THE DATE HEREOF
AND ENDING ON THE THIRD ANNIVERSARY OF THE DATE HEREOF; PROVIDED, HOWEVER, THAT,
COMMENCING ON THE DATE ONE YEAR AFTER THE DATE HEREOF, AND ON EACH ANNUAL
ANNIVERSARY OF SUCH DATE (SUCH DATE AND EACH ANNUAL ANNIVERSARY THEREOF, THE
"RENEWAL DATE"), UNLESS PREVIOUSLY TERMINATED, THE CHANGE OF CONTROL PERIOD
SHALL BE AUTOMATICALLY EXTENDED SO AS TO TERMINATE THREE YEARS FROM SUCH RENEWAL
DATE, UNLESS, AT LEAST 60 DAYS PRIOR TO THE RENEWAL DATE, THE COMPANY SHALL GIVE
NOTICE TO THE EXECUTIVE THAT THE CHANGE OF CONTROL PERIOD SHALL NOT BE SO
EXTENDED.
(C) "AFFILIATED COMPANY" MEANS ANY COMPANY CONTROLLED BY, CONTROLLING OR UNDER
COMMON CONTROL WITH THE COMPANY.
(D) "CHANGE OF CONTROL" MEANS:
(1)
THE ACQUISITION BY ANY INDIVIDUAL, ENTITY
OR GROUP (WITHIN THE MEANING OF SECTION 13(D)(3) OR 14(D)(2) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")) (A "PERSON") OF
BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 PROMULGATED UNDER THE