EMPLOYMENT AGREEMENT WITH CHAIRMAN AND CEO DAVID H. HARVEY

 

                         EXECUTIVE EMPLOYMENT AGREEMENT

 

          THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated January 1,

2003 ("Effective Date") by and between the Sigma-Aldrich Corporation, a Delaware

corporation ("Company") and David Harvey ("Executive").

 

          WHEREAS, Executive has been effective in his service to the Company

and its subsidiaries; and

 

          WHEREAS, Company recognizes the valuable services that Executive has

rendered and desires to be assured that Executive will continue his active

participation in the business of the Company during management transition and

thereafter and in the event there is any change in corporate structure which

results in a Change of Control, as defined herein; and

 

          WHEREAS, Executive is willing to continue serving the Company and its

subsidiaries and in exchange for the protection and other consideration set

forth in this Agreement, is willing to give the Company, under certain

circumstances, his covenant not to compete.

 

          NOW, THEREFORE, in consideration of the promises and the mutual

agreements contained herein, the Company and Executive hereby agree as follows:

 

 

                                    ARTICLE I

                                   Definitions

 

1.1    Definitions. As used herein, the following terms shall have the following

       meanings.

 

(a)    "Affiliate" when used with reference to a Change of Control, shall be

       defined by reference to the Securities Exchange Act of 1934 and rules in

       effect thereunder as of the Effective Date of this Agreement.

 

(b)    "Associate" when used with reference to a Change of Control, shall be

       defined by reference to the Securities Exchange Act of 1934 and rules in

       effect thereunder as of the Effective Date of this Agreement.

 

(c)    "Beneficial Owner" when used with reference to a Change of Control, shall

       be defined by reference to the Securities and Exchange Act of 1934 and

       rules in effect thereunder as of the Effective Date of this Agreement.

 

(d)    "Board" means the board of directors of the Company.

 

(e)    "Cause" means (i) engaging by Executive in willful misconduct which is

       materially injurious to Company; (ii) conviction of Executive by a court

       of competent jurisdiction of, or entry of a plea of nolo contendere with

       respect to a felony; (iii) engaging by Executive in fraud, material

       dishonesty or gross misconduct in connection with the business of

       Company; (iv) engaging by Executive in any act of moral turpitude

       reasonably likely to materially and adversely affect Company or its

       business; or (v) Executive's current chronic abuse of or dependency on

       alcohol or drugs (illicit or otherwise).

 

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(f)    "Change of Control" occurs if any individual, corporation, partnership or

       other Person or entity, together with its Affiliates and Associates,

       acquires as the Beneficial Owner more than twenty-five percent (25%) in

       the aggregate of the outstanding shares of the Company entitled to vote

       in the election of directors, or a majority of directors elected to the

       Board, or a majority of the persons constituting a group authorized to

       hire or terminate employment of officers, if other than the Board, are

       different from the directors or persons constituting the Board or group

       just prior to the start of such period or a group other than the Board is

       created to hire or terminate employment of officers.

 

(g)    "Confidential Information" as used in Sections 2.5, 2.6 and 2.7 of this

       Agreement, shall mean all technical and business information of the

       Company, or which is learned or acquired by the Company from others with

       whom the Company has a business relationship in which, and as a result of

       which, similar information is revealed to the Company, whether patentable

       or not, which is of a confidential, trade secret and/or proprietary

       character and which is either developed by Executive (alone or with

       others) or to which Executive shall have had access during his

       employment. Confidential Information shall include (among other things)

       all confidential data, designs, plans, notes, memoranda, work sheets,

       formulas, processes, and Customer and supplier lists.

 

(h)    "Customer" means any Person or entity to whom the Company has sold any

       products (i) in the case of on-going employment, during the twenty-four

       (24) calendar months immediately preceding any dispute under Section 2.6

       of this Agreement, and, (ii) in the case of the employment having ended,

       the twenty-four (24) calendar months preceding Executive's termination of

       employment.

 

(i)    "Good Reason" when used with reference to a voluntary termination by

       Executive from his employment with Company, shall mean (i) a reduction in

       Executive's base salary as in effect on the date hereof, or as the same

       may be increased from time to time, during the Employment Period; (ii) a

       reduction in Executive's status, position, responsibilities or duties

       during the Employment Period; or (iii) notice of termination of this

       Agreement by the Company pursuant to Section 2.4(a), provided Executive

       terminates employment with the Company within six months of the

       expiration of the Term.

 

(j)    "Person" means an individual, a partnership, a corporation, an

       association, a joint stock company, a limited liability company, a trust,

       a joint venture, an unincorporated organization or a governmental entity

       or any department, agency or political subdivision thereof.

 

(k)    "Potential Customer" shall mean any Person or entity who, during the

       applicable twenty-four (24) month period described above in Section

       1.1(h) of this Agreement, has (i) been involved in discussions or

       negotiations with the Company for products sold by the Company; (ii)

       initiated contact with the Company in order to obtain information

       regarding products sold by the Company; (iii) been the subject of

       repeated personal contacts by Executive and/or any other Company employee

       for purposes of soliciting business for the Company; or (d) been the

       subject of the Company's efforts to gather, learn or evaluate information

       which may help the Company obtain any future order from such Person or

       entity.

 

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                                   ARTICLE II

                                   Employment

 

2.1    Employment. Company agrees to continue to employ Executive and Executive

       hereby accepts such employment with the Company, upon the terms and

       conditions set forth in this Agreement, for the period beginning on

       January 1, 2003 ("Start Date") and ending as provided in Section 2.4 of

       this Agreement (the "Employment Period").

 

2.2    Position and Duties.

(a)    Commencing on the Start Date and continuing during the Employment Period,

       Executive shall serve as Chief Executive Officer of the Company or in

       such other capacity as the Board may determine.

 

(b)    Executive shall devote his best efforts and his full business time and

       attention (except for permitted vacation periods and reasonable periods

       of illness or other incapacity) to the business and affairs of the

       Company. The Executive shall perform his duties and responsibilities to

       the best of his abilities in a diligent, trustworthy, businesslike and

       efficient manner. In the performance of his duties hereunder, Executive

       shall at all times report and be subject to the lawful direction of the

       Board and perform his duties hereunder subject to and in accordance with

       the resolutions or any other determinations of the Board and the

       certificate of incorporation and by-laws of the Company and applicable

       law. During the Employment Period, Executive shall not become an employee

       of any Person or entity other than the Company. This section shall not be

       construed to prohibit Executive from serving on the board of directors of

       one or more other entities (with the consent of the Board in the case of

       a for-profit entity) or from investing in a business to the extent

       consistent with the provisions of Section 2.6(a).

 

2.3    Base Salary, Bonus and Benefits.

(a)    Subject to the terms of this Agreement, in consideration of Executive's

       agreements contained herein, for the period beginning January 1, 2003,

       Executive's base salary shall be $725,000 per annum ("Base Salary"),

       which shall be payable in semi-monthly or other agreed-upon equal

       installments during the year and shall be subject to deductions for

       customary withholdings, including, without limitation, federal and state

       withholding taxes and social security taxes. Executive shall be entitled

       to the opportunity to earn annual performance bonuses (with a target

       bonus equal to 67% of base salary) in accordance with the Board-approved

       annual bonus program. In addition to the Base Salary, Executive shall be

       entitled, during the Employment Period to participate in all retirement,

       disability, pension, savings, health, medical, dental, insurance and

       other fringe benefits or plans of the Company generally available to

       executive employees.

 

(b)    Executive's cash compensation and bonus opportunity for 2004 and future

       years shall be reviewed and set annually by the Compensation Committee of

       the Board, but his base salary shall not be reduced below $725,000 per

       annum.

 

(c)    During the two-year period commencing on a Change of Control, Executive's

       Base Salary and bonus opportunity may not be reduced below the level

       established by the Compensation Committee of the Board immediately prior

       to the Change of Control.

 

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(d)    The Compensation Committee shall grant to the Executive 40,000 options to

       purchase Company stock (with an exercise price equal to the fair market

       value of the Company stock on the date of grant), 20,000 shares of

       restricted Company stock (subject to approval by Company stockholders),

       and a performance bonus award under which the Executive may earn up to

       $1,000,000 cash as of December 31, 2005. These awards shall be subject to

       a vesting schedule under which one-half of the value of the awards shall

       vest if the Executive is employed on December 31, 2005. All or a portion

       of the other half of the package will vest if the Executive is both

       employed on December 31, 2005 and the Company achieves performance goals

       to be established by the Board in accordance with the principles set

       forth in Section 2.3(e) below. If the Company achieves such performance

       goals in calendar years 2003, 2004, and/or 2005, 16-2/3% of the package

       will vest for each year such performance is achieved provided the

       Executive is employed on December 31, 2005. Even if the Company does not

       achieve the desired level of performance in each of 2003, 2004, and 2005,

       the other half of the package will nonetheless vest in full if the

       Executive is employed on December 31, 2005 and the Company achieves the

       desired performance for the three-year period beginning January 1, 2003

       and ending December 31, 2005. Accelerated vesting of the entire package

       shall occur in the event of Executive's employment termination prior to

       December 31, 2005 under the circumstances described in Sections

       2.4(c)(ii) or 2.4(d). A pro rata portion of the awards shall vest in the

       event of the Executive's death or disability prior to December 31, 2005.

       A pro rata portion of 50% of the awards shall vest in the event of

       Executive's involuntary termination without Cause prior to December 31,

       2005.

 

(e)    The performance goals used to measure vesting under Section 2.3(d) above

       will be based upon the Company's achievement of performance equal to or

       better than the average performance of its peers with respect to one or

       more or a combination of revenue growth, earnings per share growth, and

       growth in operating cashflow, as determined by the Board in its

       discretion. One possible peer group is set forth in Exhibit A to this

       Agreement. In recognition of the fact that no other business constitutes

       an exact peer to the Company, the Board may modify the peer group

       annually, or may determine that the Company's performance will be

       measured against a weighted market basket index of companies in the three

       sectors corresponding to the Company's business - life sciences, biotech

       and chemicals. These three sectors will be appropriately weighted to

       reflect the percentage of the Company's business in each such sector. In

       determining performance of the Company relative to its peers, the Board

       in its discretion shall make appropriate adjustments for acquisitions or

       divestitures, unusual or nonrecurring items which have a material effect,

       and the impact of currency adjustments.

 

2.4    Term.

(a)    General Term. This Agreement shall commence on the Effective Date and

       terminate on December 31, 2005 unless extended prior to that date. The

       Term shall automatically be extended for successive additional one-year

       periods unless either party to this Agreement provides the other party

       with notice of termination of this Agreement at least one hundred and

       eighty (180) days prior to the expiration of the original three-year

       period or any one-year period thereafter.

 

(b)    Termination for Cause or Voluntary Termination. If the Executive is

       terminated by the Company for Cause or if the Executive voluntarily

       terminates his employment in any manner except as provided in Section

       2.4(d) prior to the end of the Employment Period, the

 

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       Executive shall be entitled only to his Base Salary through the date of

       termination, but shall not be entitled to any further Base Salary or any

       applicable bonus or Benefits for that year or any future year, except as

       may be provided in an applicable benefit plan or program, or to any

       severance compensation of any kind, nature or amount.

 

(c)    Termination Without Cause.

       (i)   Before or More Than Twenty-Four Months Following Change of Control.

             If the Executive is involuntarily terminated by the Company prior

             to the end of the Employment Period without Cause before a Change

             in Control (excluding any involuntary termination which is a direct

             result of a Change in Control and which occurs within 60 days

             before a Change in Control) or more than twenty-four months

             following a Change of Control, the Executive shall be entitled to

             all previously earned and accrued but unpaid Base Salary up to the

             date of such termination and severance pay equal to one year of

             Base Salary. Such severance payments will be made in equal

             installments over a one-year period payable on the dates on which

             the Executive's Base Salary would have otherwise been paid if

             Executive's employment had continued. All payments shall be subject

             to deductions for customary withholdings, including, without

             limitation, federal and state withholding taxes and social security

             taxes.

 

       (ii)  Within Twenty-Four Months After Change of Control. If the Executive

             is involuntarily terminated by the Company without Cause prior to

             the end of the Employment Period within twenty-four months after a

             Change of Control or within 60 days before a Change in Control if

             such involuntary termination without Cause is a direct result of

             the Change in Control, the Executive shall be entitled to all

             previously earned and accrued but unpaid Base Salary up to the date

             of such termination and severance pay equal to three (3) years of

             Base Salary. Such severance payments will be made in equal

             installments over a three-year period payable on the dates on which

             the Executive's Base Salary would have otherwise been paid if

             Executive's employment had continued. All payments shall be subject

             to deductions for customary withholdings, including, without

             limitation, federal and state withholding taxes and social security

             taxes.

 

(d)    Voluntary Termination for Good Reason. If Executive voluntarily

       terminates his employment for Good Reason within twenty-four (24) months

       after a Change of Control, Executive shall notify Company in writing if

       he believes the termination is for Good Reason. Executive shall set forth

       in reasonable detail why Executive believes Good Reason exists. If such

       termination is determined to be for Good Reason, Executive shall be

       entitled to all previously earned and accrued but unpaid Base Salary up

       to the date of such termination and severance pay equal to three (3)

       years of Base Salary. Such severance payments will be made in equal

       installments over a three-year period payable on the dates on which the

       Executive's Base Salary would have otherwise been paid if Executive's

       employment had continued. All payments shall be subject to deductions for

       customary withholdings, including, without limitation, federal and state

       withholding taxes and social security taxes.

 

(e)    No Mitigation. To the extent that Executive shall receive compensation

       for personal services from employment other than with the Company

       subsequent to a termination of Executive's employment with the Company,

       the amounts so earned shall not be offset

 

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       against the amounts (if any) due under this Agreement following

       Executive's termination of employment.

 

(f)    Limitation on Certain Additional Payments. Anything in this Agreement to

       the contrary notwithstanding, in the event it shall be determined that

       any payment or distribution by Company to or for the benefit of Executive

       ("Payments") would be subject to the excise tax imposed by Section 4999

       of the Internal Revenue Code of 1986, as amended ("Code"), then the

       Payments due under this Agreement shall be decreased to the greatest

       amount that could be paid to Executive such that receipt of Payments

       would not give rise to any such excise tax.

 

(g)    Severance Forfeiture. Executive agrees that the Executive shall be

       entitled to the severance pay as set forth in this Section 2.4 only if

       the Executive has not materially breached as of the date of termination

       any provisions of this Agreement and does not materially breach such

       provisions at any time during the period for which such payments are to

       be made. The Company's obligation to make such payments will terminate

       upon the occurrence of any such material breach during the severance

       period.

 

(h)    No Additional Severance. Executive hereby agrees that no severance

       compensation of any kind, nature or amount shall be payable to Executive,

       except as expressly set forth in this Section 2.4, and Executive hereby

       irrevocably waives any claim for any other severance compensation.

 

(i)    Death or Disability. The Company's obligation under this Agreement

       terminates on the last day of the month in which the Executive's death

       occurs or on the date as of which Executive first becomes entitled to

       receive disability benefits under the Company's long-term disability

       plan. The Company shall pay to Executive or the Executive's estate all

       previously earned and accrued but unpaid Base Salary up to such date.

       Thereafter, the Executive or his estate shall not be entitled to any

       further Base Salary, bonus or Benefits for that year or any subsequent

       year, except as may be provided in an applicable benefit plan or program.

 

2.5    Confidential Information.

(a)    Executive recognizes that the Company is engaged in the business of

       research, development, manufacture and sale of chemicals, chemical

       products and allied activities throughout the world (the "Company's

       Business"), which business requires for its successful operation the

       fullest security of its Confidential Information of which Executive will

       acquire knowledge during the course of his employment.

 

(b)    Executive shall use his best efforts and diligence both during and after

       his employment with the Company, regardless of how, when or why

       Executive's employment ends, to protect the confidential, trade secret

       and/or proprietary character of all Confidential Information. Executive

       shall not, directly or indirectly, use (for himself or another) or

       disclose any Confidential Information, for so long as it shall remain

       proprietary or protectible as confidential or trade secret information,

       except as may be necessary for the performance of Executive's duties for

       the Company.

 

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(c)    Executive shall promptly deliver to the Company, at the termination of

       the Employment Period or at any other time at the Company's request,

       without retaining any copies, all documents, information and other

       material in Executive's possession or control containing, reflecting

       and/or relating, directly or indirectly, to any Confidential Information.

 

(d)    Executive's obligations under this Section 2.5 shall also extend to the

       confidential, trade secret and proprietary information learned or

       acquired by Executive during his employment from others with whom the

       Company has a business relationship.

 

(e)    Executive's breach of Section 2.5 of this Agreement shall relieve Company

       of its obligations (if any) to pay any further severance benefits under

       this Agreement.

 

2.6    Competitive Activity.

(a)    Executive shall not, directly or indirectly (whether as owner, partner,

       consultant, employee or otherwise), at any time during his employment

       with the Company and for a period of two (2) years following his

       employment with the Company, regardless of how, when or why Executive's

       employment terminates, (i) engage in or invest in any business that is

       engaged in any work or activity that involves a product, process, service

       or development which is then competitive with and the same as or similar

       to a product, process, service or development on which Executive worked

       or with respect to which Executive had access to Confidential Information

       while with the Company, or (ii) otherwise compete against the Company's

       Business.

 

(b)    Following expiration of the two-year period in Section 2.6(a) of this

       Agreement, Executive shall continue to be obligated under Section 2.5 of

       this Agreement not to use or to disclose Confidential Information so long

       as it shall remain proprietary or protectible as confidential or trade

       secret information.

 

(c)    Following termination of Executive's employment with the Company for any

       reason, Executive agrees to advise the Company of his new employer, work

       location and job responsibilities within three (3) days after accepting

       new employment if such new employment commences within two (2) years

       following Executive's termination of employment with the Company.

       Executive further agrees to keep the Company so advised of any change in

       his employment for two (2) years following the termination of his

       employment with the Company.

 

(d)    Executive understands that the intention of Sections 2.5 and 2.6 of this

       Agreement is not to prevent the Executive from earning a livelihood and

       Executive agrees nothing in this Agreement would prevent Executive from

       earning a livelihood utilizing his general purchasing, sales,

       professional or technical skills in any of the hospitals, businesses,

       research or manufacturing facilities of companies which are not directly

       or indirectly in competition with the Company.

 

(e)    Executive agrees that during his employment with the Company and for a

       period of two (2) years following Executive's termination of employment,

       regardless of how, when or why employment ceased, Executive shall not in

       any manner or in any capacity, directly or indirectly, for himself or any

       other Person or entity, actually or attempt to: (i) solicit any Customer

       or Potential Customer of the Company for the purpose of selling any

       products

 

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       competitive with products sold by the Company, or otherwise interfere

       with or take away any Customer or Potential Customer of the Company or

       the business of any such Customer or Potential Customer; or (ii)

       interfere with the Company's relationship with any Customer or supplier

       of the Company.

 

(f)    During Executive's employment with the Company and for a period of two

       (2) years following Executive's termination of employment, regardless of

       how, why or when employment ceased, Executive shall not, directly or

       indirectly, solicit for employment, hire or offer employment to, or

       otherwise aid or assist (by disclosing information about employees or

       otherwise) any other person or entity other than the Company in

       soliciting for employment, hiring or offering employment to, any employee

       of the Company.

 

(g)    Executive's breach of Section 2.6 of this Agreement shall relieve Company

       of its obligations (if any) to pay any further severance benefits under

       this Agreement.

 

2.7    Ideas, Inventions and Discoveries.

(a)    Executive shall promptly disclose to the Company any ideas, inventions or

       discoveries, whether or not patentable, which Executive may conceive or

       make (alone or with others) during the Employment Period, whether or not

       during working hours, and which, directly or indirectly (i) relate to

       matters within the scope of Executive's duties or field of responsibility

       during Executive's employment with the Company; or (ii) are based on

       Executive's knowledge of the actual or anticipated business or interest

       of the Company; or (iii) are aided by the use of time, materials,

       facilities or information of the Company.

 

(b)    Executive hereby assigns to the Company or its designee, without further

       compensation, all of the right, title and interest in all such ideas,

       inventions or discoveries in all countries of the world except for

       patents currently held by Executive developed outside of employment with

       the Company.

 

(c)    Without further compensation but at the Company's expense, Executive

       shall give all testimony and execute all patent applications, rights of

       priority, assignments and other documents and in general do all lawful

       things requested of Executive by the Company to enable the Company to

       obtain, maintain and enforce protection of such ideas, inventions and

       discoveries for and in the name of the Company or its designee, as the

       case may be, in all countries of the world. However, should Executive

       render any of the services in this Section 2.7(c) during a two-year

       period following termination of Executive's employment, Executive shall

       be compensated at a rate per hour equal to the base salary Executive

       received from the Company at the time of termination and shall be

       reimbursed for reasonable out-of-pocket expenses incurred in rendering

       the services.

 

(d)    Executive's breach of Section 2.7 of this Agreement shall relieve Company

       of its obligations (if any) to pay any further severance benefits under

       this Agreement.

 

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                                   ARTICLE III

                                  Miscellaneous

 

3.1    Executive's Representations. Employee hereby represents and warrants to

the Company that (i) Executive's execution, delivery and performance of this

Agreement do not and shall not conflict with, breach, violate or cause a default

under any contract, agreement, instrument, order, judgment or decree to which

Executive is a party or by which he is bound, (ii) Executive is not a party to

or bound by any employment agreement, noncompete agreement or confidentiality

agreement with any other person or entity and (iii) upon the execution and

delivery of this Agreement by the Company, this Agreement shall be the valid and

binding obligation of Executive, enforceable in accordance with its terms.

Executive hereby acknowledges and represents that he fully understands the terms

and conditions contained herein.

 

3.2    Survival. Sections 2.5, 2.6 and 2.7 and Sections 3.3 through 3.12 shall

survive and continue in full force in accordance with their terms

notwithstanding any termination of the Employment Period.

 

3.3    Notices. All notices, demands or other communications to be given or

delivered under or by reason of the provisions of this Agreement will be in

writing and will be deemed to have been given when delivered personally, mailed

by certified or registered mail, return receipt requested and postage prepaid,

or sent via a nationally recognized overnight courier, or sent via facsimile to

the recipient. Such notices, demands and other communications will be sent to

the address indicated below:

 

          To the Company:

                   Mr. Kirk Richter

                   Sigma-Aldrich Corporation

                   3050 Spruce

                   St. Louis, MO 63103

 

          To Executive:

                   Mr. David Harvey

                   1470 East Bay Point Road

                   Whitefish Bay, Wisconsin 53217

 

          With a copy to:

                   Mr. Joseph T. Porter, Jr.

                   Polsinelli Shalton Welte

                   100 South Fourth Street, Suite 1100

                   St. Louis, MO 63102

 

 

or such other address or to the attention of such other person as the recipient

party shall have specified by prior written notice to the sending party.

 

3.4    Severability. Whenever possible, each provision of this Agreement will be

interpreted in such manner as to be effective and valid under applicable law. If

any provision of this Agreement is held to be invalid, illegal or unenforceable

in any respect under any applicable law or rule in any

 

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jurisdiction, (a) the parties agree that such provision(s) will be enforced to

the maximum extent permissible under the applicable law, and (b) any invalidity,

illegality or unenforceability of a particular provision will not affect any

other provision of this Agreement.

 

3.5    Successors and Assigns. Except as otherwise provided herein, all

covenants and agreements contained in this Agreement shall bind and inure to the

benefit of and be enforceable by the Company, and their respective successors

and assigns. This Agreement is personal to Executive and except as otherwise

specifically provided herein, this Agreement, including the obligations and

benefits hereunder, may not be assigned to any party by Executive.

 

3.6    Descriptive Headings. The descriptive headings of this Agreement are

inserted for convenience only and do not constitute a part of this Agreement.

 

3.7    Counterparts. This Agreement may be executed in one or more identical

counterparts, each of which shall be deemed an original but all of which

together shall constitute one and the same instrument.

 

3.8    Waiver. Neither any course of dealing nor any failure or neglect of

either party hereto in any instance to exercise any right, power or privilege

hereunder or under law shall constitute a waiver of such right, power or

privilege or of any other right, power or privilege or of the same right, power

or privilege in any other instance. Without limiting the generality of the

foregoing, Executive's continued employment without objection shall not

constitute Executive's consent to, or a waiver of Executive's rights with

respect to, any circumstances constituting Good Reason. All waivers by either

party hereto must be contained in a written instrument signed by the party to be

charged therewith, and, in the case of Company, by its duly authorized officer.

 

3.9    Entire Agreement. This instrument constitutes the entire agreement of the

parties in this matter and shall supersede any other agreement between the

parties, oral or written, concerning the same subject matter including, but not

limited to, any prior employment and severance agreements, including the

Employment Agreement executed by the parties on May 1, 1984 and the agreement

regarding confidential information and competitive activities executed by the

parties on August 30, 1982.

 

3.10   Amendment. This Agreement may be amended only by a writing which makes

express reference to this Agreement as the subject of such amendment and which

is signed by Executive and by a duly authorized officer of the Company.

 

3.11   Governing Law. This Agreement shall be signed by the parties in St.

Louis, Missouri. All questions concerning the construction, validity and

interpretation of this Agreement and exhibits and schedules hereto will be

governed by and construed in accordance with the domestic law of the State of

Missouri, without giving effect to any choice of law or conflict of law

provision or rule (whether of the State of Missouri or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the

State of Missouri. Any litigation relating to or arising out of this Agreement

shall be filed and litigated exclusively in the St. Louis County Circuit Court

or the United States District Court for the Eastern District of Missouri.

 

3.12   Remedies. Each of the parties to this Agreement will be entitled to

enforce its rights under this Agreement specifically, to recover damages and

costs (including reasonable attorneys' fees)

 

                                       10

 

<PAGE>

 

caused by any breach of any provision of this Agreement and to exercise all

other rights existing in its favor. The parties hereto agree and acknowledge

that money damages may not be an adequate remedy for any breach of the

provisions of this Agreement, including, without limitation, Sections 2.5, 2.6

and 2.7 hereof, and that any party may in its sole discretion apply to any court

of law or equity of competent jurisdiction (without posting any bond or deposit)

for specific performance and/or other injunctive relief in order to enforce or

prevent any violations of the provisions of this Agreement.

 

3.13   Exit Interview. To ensure a clear understanding of this Agreement,

Executive agrees, at the time of termination of Employee's employment, to engage

in an exit interview with the Company at a time and place designated by the

Company and at the Company's expense. Executive understands and agrees that

during said exit interview, Executive may be required to confirm that he will

comply with his on-going obligations under this Agreement. The Company may

elect, at its option, to conduct the exit interview by telephone.

 

3.14   Future Employment. Executive shall disclose the existence of this

Agreement to any new employer or potential new employer which offers products or

services that compete with the Company's Business if such new employment

commences within two (2) years following Executive's termination of employment

with the Company. Executive consents to the Company informing any subsequent

employer of Executive, or any entity which the Company in good faith believes

is, or is likely to be, considering employing Executive, of the existence and

terms of this Agreement if such subsequent employment commences (or is expected

to commence) within two (2) years following the Executive's termination of

employment with the Company.

 

          IN WITNESS WHEREOF, the parties hereto have executed this Employment

Agreement as of the date first written above.

 

                                        SIGMA-ALDRICH CORPORATION

 

 

                                        By:   /s/ Kirk Richter

                                            ------------------

 

                                        Name: Kirk Richter

 

                                        Title: Treasurer

 

 

                                        EXECUTIVE

 

 

                                        By:   /s/ David Harvey

                                            ------------------

                                        Name: David Harvey