EMPLOYMENT AGREEMENT
<TEXT>
 
                                                                   Exhibit 10.28
 
                              EMPLOYMENT AGREEMENT
 
THIS EMPLOYMENT AGREEMENT is made and entered into on this 7th day of January,
2004, BETWEEN:
 
      (1)   Crompton Corporation, a Delaware corporation with offices located at
            199 Benson Road, Middlebury, Connecticut 06749 (the "Company"); and,
 
      (2)   Robert L. Wood, residing at _____________________ ("the Employee").
 
THE COMPANY AND THE EMPLOYEE HEREBY AGREE, in consideration of the mutual
obligations and covenants set forth below, to the following terms and conditions
(all of which are subject to and not effective until ratification by the
Company's Board of Directors):
 
1.    Employment
 
The Company shall employ the Employee as its President and Chief Executive
Officer, effective January 12, 2004, subject to approval by its Board of
Directors and subject to the terms and conditions specified in this Employment
Agreement ("the Employment"). In addition, Company shall nominate Employee as a
member of its Board of Directors effective January 12, 2004, subject to approval
by its Board of Directors and subject to the terms and conditions specified in
this Employment Agreement ("the Employment").
 
2.    Place Of Employment
 
The Employment shall be based in Company's headquarters offices, currently
located at 199 Benson Road, Middlebury, Connecticut 06749.
 
3.    Duties
 
      3.1   The Employee shall devote all of his time, attention, and best
            efforts to the Company's business. The Employee shall faithfully and
            diligently perform the duties and responsibilities assigned to him
            by the Company. The Employee shall use his best efforts, judgment,
            and energy to improve and advance the business and interests of the
            Company in a manner consistent with the duties of the Employee's
            position.
 
      3.2   The Employee agrees to comply with all federal, state, and local
            laws applicable to his Employment. The Employee also agrees to
            comply with all of the Company's rules, regulations, and policies in
            force during the Employment.
 
4.    Exclusivity of Service
 
While employed by the Company, the Employee shall devote his entire working
time, attention, and energies to the Company's business.
 
5.    Compensation and Benefits
 
      5.1   The Company shall pay the Employee a base gross salary ("Salary") of
            seven-hundred and eighty
 
 
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            thousand dollars ($780,000) per year, payable in equal gross monthly
            installments of sixty-five thousand dollars ($65,000). The Company
            may make deductions or withholdings as required by applicable laws
            and policies, or as may be or has been consented to by the Employee.
            The Company shall review and, in its sole discretion, adjust
            Employee's Salary on an annual basis, provided that the Salary shall
            not be reduced below the initial level set forth in this Employment
            Agreement.
 
      5.2   The Employee shall also be entitled to earn an annual incentive
            bonus of up to 160% of base salary, with a target of 100% of Salary.
            The performance goals required to earn the annual incentive bonus
            shall be approved by the Board of Directors and communicated to the
            Employee, and shall be consistent with the Company's existing
            policies for similarly-situated key executives.
 
      5.3   The Employee shall also be granted stock options to acquire five
            hundred thousand (500,000) shares of the Company's common stock on
            January 19, 2004 (in lieu of any grants in October of 2004 which
            would pertain to 2005), fifty percent of which will vest and become
            exercisable on January 19, 2005 and the remaining fifty percent will
            vest and become exercisable on January 19, 2006. The foregoing stock
            options shall otherwise have the normal terms and conditions
            applicable to the stock options granted to other key executives of
            the Company under the Company's 1998 Long Term Incentive Plan in its
            present or subsequently amended form.
 
      5.4   The Employee shall also be granted a total of two hundred thousand
            (200,000) shares of restricted stock on January 19, 2004, one-third
            of which will vest each successive year following the grant until
            said shares are fully vested (subject to Board of Directors approval
            and Employee still being employed by the Company). Any and all
            dividends will accrue to the benefit of the Employee, and Employee
            shall be solely responsible for all taxes related to the stock
            grants or exercises thereof under Sections 5.3 and 5.4 of this
            Agreement. The foregoing restricted stock grant shall otherwise have
            the normal terms and conditions applicable to the restricted stock
            granted to other key executives of the Company under the Company's
            1998 Long Term Incentive Plan in its present or subsequently amended
            form.
 
      5.5   The Company shall also provide Employee with reimbursement for
            reasonable temporary living expenses in Connecticut during and up to
            the conclusion of the first six months of this Employment Agreement,
            provided that in no event shall Company's obligation in this regard
            exceed six months of temporary living expenses. The provision of
            this reimbursement, as well as the types of expenses which shall
            qualify, shall at all times be governed by Company's policies
            regarding temporary living or as the Board of Directors may
            determine.
 
      5.6   The Employee shall also be eligible to participate in any vacation,
            life, disability or other similar insurance plans, medical and
            dental plans or other employee welfare benefit plans that may be
            provided by the Company for its key executives, in accordance with
            the provisions of any such plans.
 
      5.7   The Company shall, in accordance with and to the extent of its
            policies, pay ordinary and necessary business expenses incurred by
            the Employee in performing his duties as a key executive, as well as
            reasonable membership fees and reasonable business use charges at a
            minimum of one (1) club of the Employee's choosing (and a maximum
            number and type as otherwise determined by the Company's Board of
            Directors). The Employee shall account promptly for all such
            business expenses in the manner prescribed by the Company and shall
            submit, on request, all records necessary to confirm that the
            Employee's business use of any club is more than fifty percent (50%)
            of the Employee's total use of such club.
 
      5.8   During the Term (as defined herein below in Section 10.1 of this
            Agreement), the Employee shall
 
 
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            be entitled to use of an automobile of his choice, the gross value
            of which is not to exceed sixty-thousand dollars ($60,000), which
            shall be leased by the Company.
 
      5.9   The Employee shall be entitled to certain financial assistance
            (brokerage fees, etc.) in connection with the sale of his current
            residence outside of Connecticut, consistent with the terms of
            Company's relocation policies. By way of clarification, Employee
            understands that Company shall have no obligation to purchase
            Employee's current home or loan Employee money to purchase a new
            home.
 
      5.10  The Company intends to take such actions as may be reasonably
            practicable so that its ability to take federal income tax
            deductions with respect to the exercise of the options provided for
            above is not limited by the application of Section 162(m) of the
            Internal Revenue Code of 1986, as amended. However, Employee
            acknowledges that it may not be feasible for the Company to preserve
            full deductibility, and he therefore agrees to cooperate with the
            Company in arranging to defer, under a mutually agreeable plan of
            deferred compensation, receipt of shares of the Company's common
            stock otherwise deliverable in connection with his exercise of such
            options if and to the extent necessary to preserve such
            deductibility.
 
      5.11  Employee agrees to buy the Company's common stock with his own funds
            from the Company at a timing and in an amount determined by the
            Company's Board of Directors consistent with the Company's policies
            and practices in such regard for similarly-situated key executives.
            Employee also agrees to hold such stock for a minimum period of time
            as established by the Company's Board of Directors consistent with
            the Company's policies and practices in such regard for
            similarly-situated key executives.
 
6.    Reasonableness of Restrictions
 
The Employee acknowledges that, during the term of Employment, the Company will
provide the Employee with the use of and access to trade secrets and
confidential information. In turn, the Employee recognizes that, while
performing his duties hereunder he will have access to and come into contact
with trade secrets and confidential information belonging to the Company and
will obtain personal knowledge of and influence over its customers and/or
employees. The Employee therefore agrees that the restrictions contained in
Sections 7, 8, and 9 are reasonable and necessary to protect the legitimate
business interests of the Company both during and after the termination of the
Employment.
 
7.    Confidentiality
 
      7.1   The Employee shall neither during the Employment (except in the
            proper performance of his duties) nor at any time (without limit)
            after the termination thereof, howsoever arising, directly or
            indirectly:
 
            7.1.1       use for his own purposes or those of any other person,
                        company, business entity, or other organization
                        whatsoever, or,
 
            7.1.2       disclose to any person, company, business entity, or
                        other organization whatsoever,
 
            any trade secrets or confidential information relating or belonging
            to the Company, including but not limited to any such information
            relating to clients or customers, client or customer lists or
            requirements, market information, business plans or dealings,
            financial information and plans, trading models, market access
            information, research activities, any document marked Confidential,
            or any information which the Employee has been told is Confidential
            or which he might reasonably expect the Company would regard as
            Confidential, or any information which has been given the Company in
            confidence by customers, suppliers, or other persons. Even if a
            document has not been marked "Confidential," the Employee shall
            treat the document and its contents as confidential information if
 
 
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            the Employee has been told or otherwise knows or reasonably should
            know the document and its contents are confidential.
 
      7.2   The Employee shall not at any time during the continuance of the
            Employment with the Company make any notes or memoranda relating to
            any matter within the scope of the Company's business, dealings, or
            affairs otherwise than for the benefit of the Company.
 
      7.3   In the event of a breach or a threatened breach by the Employee of
            the provisions of this Section, the Company shall be entitled to an
            injunction restraining the Employee from disclosing, in whole or in
            part, such information or from rendering any services to any person,
            firm, corporation, association, or other entity to whom such
            information has been disclosed or is threatened to be disclosed.
            Nothing herein shall be construed as prohibiting the Company from
            pursuing any other remedies available to the Company for such breach
            or threatened breach, including the recovery of damages from the
            Employee.
 
8.    Trade Secrets
 
      8.1   During the term of this Employment Agreement, the Employee
            acknowledges that he will be afforded access to and become familiar
            with various trade secrets of the Company, including, but not
            necessarily be limited to the following: the Company's business
            plans, financial information, marketing strategies, customer or
            client lists, software and research and proprietary technology
            information. The Employee acknowledges that these trade secrets are
            owned and shall continue to be owned solely by the Company and that
            they contain specialized and confidential information not generally
            known in the industry and which constitute the Company's trade
            secrets. The Employee recognizes and acknowledges that it is
            essential to the Company to protect this trade secret information.
 
      8.2   The Employee further represents to the Company that, as an
            inducement for his employment, the Employee will hold this
            information in trust and confidence for the Company's sole benefit
            and use during the Employment and after the Employment terminates,
            the Employee agrees not to use this information for any purpose
            whatsoever or to divulge this information to any person other than
            the Company or persons to whom the Company has given without express
            written authorization.
 
9.    Post-Termination Obligations
 
      9.1   Non-Competition. The Employee hereby agrees that, during his
            employment by the Company pursuant to this Employment Agreement and
            for a period of one (1) year following the termination for any
            reason of his employment under this Employment Agreement, he will
            not, directly or indirectly and in any way, whether as principal or
            as director, officer, employee, consultant, agent, partner or
            stockholder to another entity (other than by the ownership of a
            passive investment interest of not more than 2.5% in a company with
            publicly traded equity securities):
 
            9.1.1       own, manage, operate, control, be employed by,
                        participate in, or be connected in any manner with the
                        ownership, management, operation, or control of any
                        business competing with any business of the Company in
                        the one (1) year immediately preceding such termination;
 
            9.1.2       contact, interfere with, solicit on behalf of another,
                        or attempt to entice away from the Company (or any
                        affiliate or subsidiary of the Company):
 
 
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                        (i)   any client or customer of the Company (or any
                              affiliate or subsidiary of the Company); or,
 
                        (ii)  any contract, agreement or arrangement that the
                              Company (or any affiliate or subsidiary of the
                              Company) is actively negotiating with any other
                              party; or,
 
                        (iii) any prospective business opportunity that the
                              Company (or any affiliate or subsidiary of the
                              Company) has identified.
 
      9.2   Non-Solicitation of Employees. The Employee hereby agrees that he
            will not for a period of one (1) year immediately following the
            termination of his employment, howsoever arising, either on his own
            account or in conjunction with or on behalf of any other person,
            company, business entity, or other organization whatsoever directly
            or indirectly:
 
            9.2.1       induce, solicit, entice or procure any person who is an
                        employee of the Company to leave such employment, where
                        that person is:
 
            9.2.2       a Company Employee on the Termination date; or,
 
            9.2.3       had been a Company Employee in any part of the one (1)
                        year immediately preceding the Termination Date;
 
            9.2.4       accept into employment or otherwise engage or use the
                        services of any person who:
 
            9.2.5       is a Company Employee on the Termination Date; or,
 
            9.2.6       had been a Company Employee in any part of the one (1)
                        year immediately preceding the Termination Date.
 
      9.3   Because of the Employee's knowledge of the Company's business, in
            the event of the Employee's actual or threatened breach of the
            provisions of this Section, the Company shall be entitled to, and
            the Employee hereby consents to, an injunction restraining the
            Employee from any of the foregoing. However, nothing herein shall be
            construed as prohibiting the Company from pursuing any other
            available remedies for such breach or threatened breach, including
            the recovery of damages from the Employee. The Employee agrees that
            the provisions of this Section are necessary and reasonable to
            protect the Company in the conduct of its business. If any
            restriction contained in this Section shall be deemed to be invalid
            or unenforceable by reason of extent, duration, or geographic scope,
            then the extent, duration, and geographic scope of such restriction
            shall be deemed to be reduced to the fullest extent, duration, and
            geographic scope permitted by law and enforceable.
 
      9.4   The Employee agrees that in the event of receiving from any person,
            company, business entity, or other organization an offer or
            employment either during the continuance of this Employment
            Agreement or during the continuance in force of any of the
            restrictions set out herein, he will forthwith provide to such
            person, company, business entity, or other organization making such
            offer of employment a full and accurate copy of this Employment
            Agreement signed by the parties hereto.
 
10.   Term and Termination
 
      10.1  The Company and the Employee agree that, unless sooner terminated
            pursuant to Sections 10.6 or 10.7 of this Agreement, the term of the
            Employee's employment under this Agreement, provided this Agreement
            is ratified by the Company's Board of Directors, shall be for a
            period commencing on January 12, 2004 through the end of January 11,
            2007 (the "Term"). This Term shall
 
 
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<PAGE>
 
            automatically renew for successive one-year periods, unless either
            party hereto provides the other with written notice to not renew at
            least sixty (60) days prior to the expiration of the then-current
            Term, in which case this Agreement shall expire of its own accord at
            the end of the then-current Term.
 
      10.2  On termination or expiration of this Agreement, the Employee shall
            return to the Company in accordance with its instructions all of the
            Company's proprietary technology and trading models, records,
            software, models, reports, and other documents and any copies
            thereof and any other property belonging to the Company which are in
            the Employee's possession or under his control. The Employee shall,
            if so required by the Company, confirm in writing his compliance
            with his obligations under this Clause.
 
      10.3  Any termination or expiration of the employment shall be without
            prejudice to any right the Company may have in respect of any breach
            by the Employee of any provisions of this Agreement which may have
            occurred prior to such termination.
 
      10.4  In the event of termination or expiration of this Agreement however
            arising, the Employee agrees that he will not at any time after such
            termination or expiration represent himself as still having any
            connection with the Company, except as a former employee for the
            purpose of communicating with prospective employers or complying
            with any applicable statutory requirements.
 
      10.5  Upon termination or expiration of this Agreement however arising,
            the Employee shall continue to be bound by the provisions of
            Sections 7, 8, and 9 of this Agreement. In all cases, the treatment
            of the stock options and restricted stock upon termination of
            employment shall be governed by the Company's 1998 Long Term
            Incentive Plan in its present or subsequently amended form.
 
      10.6  Termination For Cause: Notwithstanding any provisions in this
            Agreement, the Company may immediately terminate this Agreement for
            Cause upon the occurrence of any of the following: (a) Employee's
            death; (b) Employee's disability, such that he is unable to
            substantially and continually perform his employment duties for a
            period of 60 (sixty) days or more; (c) Employee's conviction for a
            felony; (d) Employee's breach of this Agreement or his duties of
            employment; (e) Employee's violation of Company's policies which
            would normally and customarily result in termination of employment;
            (f) Employee's actual engagement in an act of moral turpitude or an
            act that substantially impairs the reputation of the Company or
            which could create criminal or civil liability for the Company; or
            (g) Employee's engagement in any act of fraud or dishonesty.
 
            In the event that this Agreement is terminated for either of the
            reasons stated in Section 10.6(a) or (b) above, then Company's sole
            obligations under this Agreement shall consist of the following: (1)
            payment of Employee's Salary through the date of termination; (2)
            payout of all accrued but unused paid time off; and (3) provision to
            Employee of his insurance continuation rights pursuant to COBRA.
            Regarding annual incentive bonus, Employee shall be deemed to have
            earned a pro rata portion of said bonus at the target rate.
 
            In the event that this Agreement is terminated for any of the
            reasons stated in Section 10.6(c), (d), (e), (f), or (g), then
            Company's sole obligations under this Agreement shall consist of the
            following: (1) payment of Employee's Salary through the date of
            termination; (2) payout of all accrued but unused paid time off; and
            (3) provision to Employee of his insurance continuation rights
            pursuant to COBRA. Regarding annual incentive bonus, Employee shall
            be deemed to have not earned any portion of said bonus.
 
      10.7  Termination Without Cause or Resignation For Good Reason:
            Notwithstanding any provisions in this Agreement, the Company may
            immediately terminate this Agreement Without Cause at anytime, in
            which case the Company's sole obligations under this Agreement shall
            consist of the following: (1)
 
 
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            payment over course of normal pay periods to Employee of Salary for
            the lesser of a period of two (2) years following the date of
            termination or through the end of the then-current Term; (2) payment
            to Employee over course of normal timing his annual incentive bonus
            with Employee being deemed to have met his target for the lesser of
            a period of two years following the date of termination or through
            the end of the then-current Term; and (3) continuation at Company
            cost of the benefits provided to Employee pursuant to Sections 5.6
            and 5.8 of this Agreement for a period of two (2) years following
            the date of termination or through the end of the then-current Term.
            The Employee may resign his employment upon the occurrence of the
            following, in which case the Company's sole obligations under this
            Agreement shall be the same as if the Company terminated this
            Agreement Without Cause: Company's continued and material breach of
            this Agreement, which breach is not cured within thirty (30) days of
            Company's receipt from Employee of written notice of breach stating
            the specific bases and dates of breach. As a condition precedent to
            Employee's receipt of the payments and continued benefits described
            in this Section 10.7, Employee will execute a general release of all
            claims against Company and Employee will continue to abide by and
            comply with the terms of Sections 7, 8 and 9 of this Agreement.
 
      10.8  Expiration of Agreement: In the event that either party hereto
            provides notice of non-renewal pursuant to the terms of Section 10.1
            above of this Agreement, then the Company's sole obligations shall
            be to pay out and perform its obligations pursuant to the terms of
            this Agreement only through the expiration date, and the Company
            shall not have any other continuing obligations to Employee
            thereafter. In said event, Employee shall be obligated to perform
            through the date of expiration, and Employee shall be further
            obligated to abide by and comply with all of his obligations
            thereafter as set forth in Sections 7, 8 and 9 of this Agreement.
 
11.   Severability
 
The various provisions and sub-provisions of this Employment Agreement are
severable, and if any provision or sub-provision or identifiable part thereof is
held to be invalid or unenforceable by any court of competent jurisdiction, then
such invalidity or unenforceability shall not affect the validity of
enforceability of the remaining provisions or sub-provisions or identifiable
parts in this Employment Agreement.
 
12.   Warranty
 
The Employee represents and warrants that he is not prevented by any other
Employment Agreement, arrangement, contract, understanding, Court Order or
otherwise, which in any way directly or indirectly conflicts, is inconsistent
with, or restricts or prohibits him from fully performing the duties of the
Employment, in accordance with the terms and conditions of this Employment
Agreement.
 
13.   Notices
 
Any notice to be given hereunder may be delivered (a) in the case of the Company
by certified mail addressed to its Registered Office and (b) in the case of the
Employee, either to him personally or by certified mail to his last known
residence address. Notices served by mail shall be deemed given when they are
mailed.
 
14.   Waivers and Amendments
 
No act, delay, omission, or course of dealing on the part of any party hereto in
exercising any right, power, or remedy hereunder shall operate as, or be
construed as, a waiver thereof or otherwise prejudice such party's rights,
powers, and remedies under this Employment Agreement. This Employment Agreement
may be amended only by a written instrument signed by the Employee and a duly
authorized officer of the Company.
 
 
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15.   Prior Agreements
 
This Employment Agreement cancels and is in substitution for all previous
letters of engagement, offer letters, agreements, and arrangements (whether oral
or in writing) relating to the subject-matter hereof between the Company and the
Employee, all of which shall be deemed to have been terminated by mutual
consent. This Employment Agreement constitutes the entire terms and conditions
of the Employee's employment and no waiver, amendment or modification thereof
shall be valid unless in writing, signed by the parties, and only to the extent
therein set forth.
 
16.   Arbitration Jurisdiction and Governing Law
 
Except for disputes arising under or in connection with Sections 7, 8, and 9 of
this Agreement, all disputes arising under or in connection with this Employment
Agreement or concerning in any way the Employee's employment or cessation
thereof shall be submitted exclusively to arbitration in Middlebury, Connecticut
under the Commercial Arbitration Rules of the American Arbitration Association
then in effect, and the decision of the arbitrator shall be final and binding
upon the parties. Judgment upon the award rendered may be entered and enforced
in any court having jurisdiction. The Employee consents to personal jurisdiction
of any state or federal court sitting in Connecticut, in order to enforce any
arbitration judgment or the rights of the Company under Sections 7, 8, and 9 and
waive any objection that such forum is inconvenient. The Employee hereby
consents to service of process in any such action by U.S. mail or other
commercially reasonable means of receipted delivery. This Employment Agreement
shall be governed by and construed in accordance with the laws of the State of
Connecticut. The parties hereby waive their rights to a trial by a jury of their
peers.
 
17.   Assignability
 
The rights and obligations contained herein shall be binding on and inure to the
benefit of the successors and assigns of the Company. The Employee may not
assign his rights or obligations hereunder without the express written consent
of the Company's Board of Directors.
 
18.   Headings; Construction
 
The headings contained in this Employment Agreement are inserted for reference
and convenience only and in no way define, limit, extend, or describe the scope
of this Employment Agreement or the meaning or construction of any of the
provisions hereof. As used herein, unless the context otherwise requires, the
single shall include the plural and vice versa, words of any gender shall
include words of any other gender, and "or" is used in the inclusive sense.
 
19.   Survival of Terms
 
If this Employment Agreement is terminated for any reason, the provisions of
Sections 7, 8, 9, and 10 of this Agreement shall survive, and the Employee
and/or the Company, as the case may be, shall continue to be bound by the terms
thereof to the extent provided therein.
 
20.   Employee Acknowledgment
 
THE EMPLOYEE REPRESENTS THAT HE HAS HAD AMPLE OPPORTUNITY TO REVIEW THIS
AGREEMENT AND THE EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS THAT IT CONTAINS
IMPORTANT CONDITIONS OF THE EMPLOYMENT AND THAT IT EXPLAINS POSSIBLE
CONSEQUENCES, BOTH FINANCIAL AND LEGAL, IF THE EMPLOYEE BREACHES THE AGREEMENT.
 
AS WITNESS the hands of a duly authorized officer of the Company and of the
Employee the day and year first before written.
 
 
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<PAGE>
 
SIGNED by _______________________       )
[company representative] for and        )
on behalf of Crompton Corporation       )
 
                                                 Date: January 12, 2004
                                                      --------------------------
SIGNED by _______________________       )
Robert L. Wood                          )
 
                                                 Date: January 7, 2004
                                                      --------------------------
 
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