Employment Agreement with Barry W. Perry
Amendment to Employment Agreement
 
                               
                               Employment Agreement
                               for Barry W. Perry
                              --------------------
                              EMPLOYMENT AGREEMENT
 
 
     It is mutually agreed between Engelhard Corporation, a Delaware corporation
with its principal offices at 101 Wood Avenue, Iselin, New Jersey 08830-0770
(hereinafter referred to as the "Company"), and Barry W. Perry (hereinafter
referred to as the "Employee"), as follows:
 
     1. Upon the terms and conditions of this Agreement, the Company shall
employ the Employee and the Employee shall continue in the employ of the Company
for the three-year period commencing January 1, 2001 and ending December 31,
2003, as such period may be extended, hereinafter referred to as the "Employment
Period." The Employment Period shall thereafter automatically be extended for
successive periods so that the remaining term of this Agreement shall always be
12 months, until either party, at least 12 months prior to the expiration of the
original term or any extended term, shall give written notice to the other of
their intention that such employment shall terminate on the date set forth in
the notice, which date shall not be less than twelve (12) months after the date
of the notice; provided, however, that the Employment Period shall not end prior
to December 31, 2003 and, absent agreement of the parties hereto otherwise,
shall not extend beyond May 31, 2011.
 
     2. The employment shall be as Chairman, Chief Executive Officer and
President of the Company and for such other and further assignments and
responsibilities of comparable status as the Board of Directors of the Company
may direct. The Employee shall diligently and faithfully devote his full working
time and best efforts exclusively to the performance of the work and services
under this Agreement and to the furtherance of the best interests of the
Company, subject to the authority and direction of the Board of Directors of the
Company; provided, however, that the Employee may, without prior approval of the
Board of Directors of the Company, (i) serve on up to two corporate boards or
committees and serve on up to an additional two civic or charitable boards or
committees, (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions, and (iii) manage his personal investments, so long as
such activities do not interfere materially with his responsibilities under this
Agreement.
 
     3. (a) In addition to the Employee's obligations under Paragraph 2 above,
the Employee, during his employment hereunder and for a period of two years
thereafter, will not (as an officer, shareholder, partner, employee or
otherwise, on his own behalf or on behalf of any competitor of the Company), in
any manner, directly or indirectly, without the express prior written consent of
the Company, or except on behalf of the Company, engage in any activity, accept
employment with, render any service in any capacity to or have any interest in
(including investments in the equity securities of) any business or enterprise
or other activity (x) which will conflict with the interests of the Company or
its business or (y) which is a competitor of or in competition with the Company;
provided, however, that the Employee may acquire or hold (beneficially and of
record) up to, but not more than, 1% of the equity securities of any such
competitor or entity without the consent of the Company if such equity
securities are listed on the New York Stock Exchange or the American Stock
Exchange or are quoted on NASDAQ, or on any relevant international exchange.
 
 
 
 
                                       23
<PAGE>
 
     (b) The Employee will not in any manner, at any time during his employment
hereunder and for a period of two years thereafter, directly or indirectly,
affect to the Company's detriment any relationship of the Company or any
affiliate with any customer, supplier or employee of the Company or any
affiliate, or cause any customer or supplier to refrain from entrusting
additional business to the Company or any affiliate.
 
     (c) The Employee will not in any manner, at any time during his employment
hereunder or thereafter, directly or indirectly, without the express prior
written consent of the Company, disclose or use (x) any confidential
information, it being understood that the term "confidential" shall mean all
information concerning the Company or any affiliate or customer or supplier or
other business associate of the Company or any affiliate (including but not
limited to any trade secrets or other private matters), which has been or is
received by the Employee from the Company or any affiliate or customer or
supplier or other business associate of the Company or any affiliate and which
is not known or generally available to the general public or of a type which the
Company has customarily made available to the general public and has not kept
confidential, and (y) any idea which the Employee may conceive during the
Employment Period, whether such idea is conceived individually or jointly, on or
off Company premises or during or after working time, and which relates to the
Company's services to its customers or suppliers or other business associates,
the Employee hereby acknowledging that any such idea shall be the exclusive
property of the Company.
 
     (d) The Employee agrees that the remedy at law for any breach of any of the
foregoing provisions of this Paragraph 3 will be inadequate and that the
Company, in addition to any remedy at law, shall be entitled to injunctive
relief in the case of any such breach.
 
     (e) The foregoing obligations of the Employee under this Paragraph 3 shall
survive, in accordance with their terms, a termination, for any reason, of the
Employee's employment.
 
     4. As consideration for the obligations incurred by the Employee under this
Agreement and for the services to be rendered by the Employee under this
Agreement, the Company shall pay to the Employee during his employment hereunder
(except as otherwise provided in this Agreement) compensation as follows:
 
     (a) The Company shall pay to the Employee a base salary at an annual rate
of not less than $750,000 for calendar year 2001, $900,000 for calendar year
2002, and $1,000,000 for calendar year 2003. Thereafter, increases, if any, from
time-to-time shall be as determined by the Compensation Committee of the Board
of Directors. Such base salary shall be payable in periodic installments on the
Company's regular payroll dates.
 
 
 
 
 
 
 
 
 
 
 
                                       24
<PAGE>
 
     (b) The Employee shall be entitled to participate in and receive incentive
awards pursuant to the Company's incentive compensation plan(s), as in effect
from time to time, as determined by the Compensation Committee of the Company's
Board of Directors (hereinafter referred to as the "Compensation Committee");
provided, however, that for each calendar year ending during his employment
hereunder (beginning with calendar year 2001) the Employee shall receive
incentive compensation awards (which may be subject to vesting requirements)
with a present value at the time of the grant or award, determined by the
Compensation Committee using methodologies and assumptions generally employed by
the Company, of no less than:
 
     (i)    75% of his then current annual base salary for calendar year 2001;
 
     (ii)   100% of his then current annual base salary, for calendar year 2002;
and
 
     (iii)  125% of his then current annual base salary for calendar year 2003
and thereafter;
 
     provided, however, that no less than one-third of such total incentive
compensation award shall be in the form of a cash bonus.
 
     (c) The Employee shall be provided with the perquisites and privileges
commensurate with his position as Chairman, Chief Executive Officer and
President of the Company, which shall include the following:
 
     (i)   Membership in one country club, including any reasonable initiation
fees or membership bond, plus up to an additional two business-related, luncheon
or similar club memberships;
 
     (ii)  Provision for personal usage of a car of Employee's selection, under
terms generally applicable to all executives, with an annual lease cost
(excluding gas, maintenance, and insurance) of no more than $24,000, adjusted
annually for inflation;
 
     (iii)  Annual reimbursement up to $10,000 for financial planning, legal,
tax planning and similar services;
 
     (iv) Payment of $25,000 per year to be used by Employee for life insurance,
in an amount and structure determined by the Employee, in lieu of any death
benefit or survivors' coverage other than that generally available to all
executives;
 
     (v)  Provision of a driver and Company-provided vehicle for purposes of
commutation and business-related transportation; and
 
     (vi) Reimbursement of such other reasonable expenses as may reasonably be
deemed to be in connection with the conduct of the Employee's regular business
activities.
 
 
 
 
 
 
 
 
                                       25
 
<PAGE>
 
     (d) Employee shall be entitled to participate in the benefit plans of the
Company, including the pension plan, supplemental pension plan, savings plan,
deferred compensation plan and insurance and medical plans as the Company may
from time to time provide generally for its executive officers.
 
     (e) In addition to the Employee's actual years of Credited Service as
defined by the Company's Supplemental Retirement Program, Employee will receive
an additional five years of Credited Service under the Company's Supplemental
Retirement Program.
 
     (f) The Employee shall be provided, at the expense of the Company, with
supplemental long-term disability insurance coverage which results in long-term
disability coverage from Company maintained plans or policies equal to $80,000
per month. Such benefits will commence after the Employee has been totally and
permanently disabled for 6 months. With respect to the portion of benefits
payable from sources other than those generally provided under Company
maintained plans or policies, such benefits shall continue for 60 months or, if
earlier, until the date on which the Employee is no longer totally and
permanently disabled. If the Employee remains totally and permanently disabled
for more than 60 months, in lieu of any further disability benefit payable from
sources other than those generally maintained for disabled employees by the
Company, the Employee shall, pursuant to the terms of the long-term disability
insurance coverage in effect for Employee, receive a single sum benefit equal to
$2,000,000. Notwithstanding anything in this paragraph to the contrary, under no
circumstance will the Company's cost for providing this benefit, excluding the
portion provided under any Company maintained plans or policies which are
generally applicable to all other salaried employees, exceed $50,000 per year.
If such cost does exceed $50,000 in any year, the Company, at its sole
discretion, may opt, in lieu of such coverage, to reimburse the Employee up to
$50,000 for any personal monthly disability coverage that he may wish to
purchase.
 
     5. The Employment Period shall terminate on the first to occur of the
Employee's death, termination due to Disability (as defined below), termination
by the Company for or without Cause (as defined below) or termination by the
Employee for Good Reason (as defined below).
 
     (a) In the event the Employee's employment is terminated due to his death,
the Employee's spouse, if she survives the Employee, or otherwise the Employee's
estate, shall be entitled to receive a lump sum cash payment, as soon as
practicable following the Employee's death, of the Employee's unpaid base salary
through the date of death.
 
     (b) In the event the Employee's employment is terminated due to his
Disability (as defined below), the Employee shall be entitled to receive a lump
sum cash payment, as soon as practicable following termination of his
employment, of his unpaid base salary through the date his employment is
terminated. For purposes of this Agreement, "Disability" shall mean long-term
disability within the meaning of the Company's long-term disability plan or
program.
 
 
 
 
 
 
                                       26
<PAGE>
 
     (c) In the event the Employee's employment is terminated for Cause (as
defined below), the Employee shall be entitled to receive a lump sum cash
payment, as soon as practicable after the Employee's termination of employment,
of the Employee's unpaid base salary through the date his employment terminates.
For purposes of this Agreement, "Cause" shall mean (i) the willful and continued
failure of the Employee to perform substantially his duties with the Company
after the Company delivers to the Employee written demand for substantial
performance specifically identifying the manner in which the Employee has not
substantially performed his duties, (ii) the engaging by the Employee in illegal
conduct or gross misconduct which is demonstrably injurious to the Company or
its affiliates, (iii) conviction of a felony or guilty or nolo contendere plea
by the Employee with respect thereto, or (iv) a material breach by the Employee
of this Agreement which is not cured within ten (10) days after receipt of
written notice thereof from the Company. For purposes hereof, the Employee shall
not be deemed to be terminated for Cause unless and until there shall have been
delivered to the Employee a copy of a resolution duly adopted by the affirmative
vote of not less than a majority of the Company's Board of Directors (the
"Board") at a meeting called and held for such purpose (after reasonable notice
is provided to the Employee and he is given an opportunity, together with
counsel, to be heard before the Board) finding that in the good faith opinion of
the Board the Employee is guilty of the conduct described in subparagraphs (i),
(ii), (iii) or (iv) above and specifying the particulars thereof in detail.
 
     (d) In the event the Employee's employment is terminated by the Company
without Cause and not due to his Disability or by the Employee for Good Reason
(as defined below), provided the Employee satisfies the condition precedent set
forth in Paragraph 5(f) below and he complies with the requirements of Paragraph
6 below, the Employee shall be entitled to receive (i) a lump sum cash payment
of the Employee's unpaid base salary through the date of termination, and (ii) 2
times the lesser of (x) 4.5 times the Employee's then current annual base
salary, or (y) the average annual Total Direct Compensation earned by the
Employee for the immediately preceding three calendar years (or such lesser
number of calendar years elapsed beginning with calendar year 2001; provided,
however, that if the termination of employment occurs during calendar year 2001,
the amount of this clause (y) shall be deemed to be the same as the amount of
clause (x) above). For this purpose, Total Direct Compensation for a calendar
year shall be the sum of the Employee's base salary, annual bonus and the grant
date cash value of equity based awards (determined in the manner established by
the Compensation Committee for valuing such awards for other executives for such
year) made to the Employee for the calendar year, whether or not deferred. The
amount set forth in clause (ii) above shall be payable in equal monthly
installments over a period of twenty-four (24) months beginning with the month
following the Employee's termination of employment. The Company shall also
continue to cover, at its cost, the Employee and his dependents under, or
provide the Employee and his dependents with, medical and dental insurance
coverage no less favorable than the Company's medical and dental programs, as in
effect from time to time, for a period equal to the lesser of (x) two years
following the date of termination or (y) until the Employee is provided with
medical and dental coverage by another employer.
 
 
 
 
 
 
 
                                       27
<PAGE>
 
     (e) For purposes of this Agreement, a termination for "Good Reason" shall
mean a termination of employment by the Employee following, without the
Employee's written consent, (i) an assignment to the Employee of duties
materially inconsistent with the Employee's authority, duties, responsibilities,
and status as an officer of the Company, (ii) a reduction or adverse alteration
in the nature or status of the Employee's authorities, duties, or
responsibilities, or (iii) a material breach of this Agreement by the Company.
Notwithstanding the foregoing, a termination shall not be treated as a
termination for Good Reason unless the Employee shall have delivered a written
notice to the Board within ninety (90) days of his having actual knowledge of
the occurrence of one of such events stating that he intends to terminate his
employment for Good Reason as a result of one of such events and such event, if
capable of being cured, shall not be cured within thirty (30) days after the
receipt of the notice.
 
     (f) The amounts payable to the Employee pursuant to this Paragraph 5
following termination of the Employee's employment and the amounts payable with
respect to Vested Benefits (as defined below), shall be in full and complete
satisfaction of the Employee's rights under this Agreement and any other claims
the Employee may have in respect of the Employee's employment by the Company or
any of its subsidiaries. Such amounts shall constitute liquidated damages with
respect to any and all such rights and claims and, upon the Employee's receipt
of such amounts, the Company shall be released and discharged from any and all
liability to the Employee in connection with this Agreement or otherwise in
connection with the Employee's employment with the Company and its subsidiaries.
As a condition precedent to the receipt of the benefits payable pursuant to
Paragraph 5(d), the Employee shall execute a release following termination of
his employment and prior to the receipt of amounts thereunder, in form and
substance satisfactory to the Company. For purposes hereof, "Vested Benefits"
means amounts which are vested or which the Employee (or, following his death,
his beneficiaries) is otherwise entitled to receive under the terms of any
employee benefit plan (other than a severance plan) maintained by the Company or
any of its subsidiaries, at or subsequent to the date of his termination without
regard to the performance by the Employee of further services or the resolution
of a contingency.
 
     (g) The Employee shall not be obligated to seek other employment by way of
mitigation of the amounts payable to the Employee under this Agreement, and,
except as provided in the case of medical and dental benefits in Paragraph 5(d)
above, if the Employee obtains other employment the amounts payable under this
Agreement shall not be reduced by any remuneration paid or payable to the
Employee on account of such other employment.
 
     6. In the event the Employee's employment is terminated pursuant to
Paragraph 5(d) above, the Employee shall, when requested by the Company, and
against payment of reasonable expenses in connection therewith, make himself
available as a consultant to consult with and supply information to and
generally cooperate with the Company on transition matters for up to ten (10)
days, during the six (6) months following termination of his employment
hereunder, all for reasonable periods of time and on reasonable notice not
inconsistent with the Employee's engaging in other full time employment not
itself inconsistent with the terms of this Agreement. The Employee shall not be
entitled to receive any additional consideration or to participate in any
employee benefit plans of the Company or its subsidiaries in connection with
such consulting services.
 
 
                                       28
 
 
<PAGE>
 
    7. (a)  (i)  Provided the conditions set forth in Paragraph 7(a)(ii) below
are met, on January 7, 2002 (the "Grant Date") an option to purchase common
stock of the Company and a stock bonus award shall be made to the Employee
pursuant to the Company's Stock Option Plan of 1991 and the Key Employee Stock
Bonus Plan of the Company, respectively, in each case on the terms and subject
to the conditions set forth below in this Paragraph 7(a).
 
     (ii)  In order for the stock option and stock bonus awards to be made, the
following conditions must be satisfied:
 
     1. The average closing price per share of the Company's common stock on the
New York Stock Exchange for calendar year 2001, computed by averaging the
closing price on each day on which the New York Stock Exchange was open for
trading during calendar year 2001, (the "Average Share Price") must exceed $25;
 
     2. The total return (stated as a percentage) on the Company's common stock
(assuming reinvestment of dividends) for calendar year 2001 must exceed the
total return (stated as a percentage and assuming reinvestment of dividends) of
the All S&P Chemicals Index (as constituted for purposes of the Company's proxy
statement and weighted to the then most recent market capitalization of the
constituent companies);
 
     3. The Employee must be actively employed as the Chairman and Chief
Executive Officer of the Company on the Grant Date; and
 
     4. In the case of the stock bonus award, the Employee must have made an
irrevocable election at least two months in advance of the Grant Date, in
accordance with the terms of the Deferred Compensation Plan for Key Employees of
the Company, to defer delivery of the shares subject to the stock bonus award
until following termination of his employment by the Company.
 
     (iii)  The number of shares of Company common stock subject to the stock
option and stock bonus awards shall be computed by first determining the excess
of the total return (stated as a percentage) of the Company's common stock
(assuming reinvestment of dividends) for calendar year 2001 over the total
return (stated as a percentage and assuming reinvestment of dividends) of the
All S&P Chemicals Index for calendar year 2001 (the "Excess Total Return
Percentage"). The Total Grant Value for the awards will then be determined by
multiplying the number of shares of issued and outstanding common stock of the
Company on December 31, 2001 by the Average Share Price and then multiplying
that product by 0.0025 times the Excess Total Return Percentage (stated as a
decimal).
 
     (iv)  The number of shares of Company common stock subject to the stock
option will be computed by taking one-half of the Total Grant Value, and
dividing it by the fair market value on the Grant Date of an option to purchase
one share of Company common stock, as determined by the Company using the
Black-Scholes option pricing model and taking into account the exercisability
provisions applicable upon retirement. The exercise price per share of the stock
option will be the fair market value of a share of common stock of the Company
on the Grant Date, and the other terms of the stock option will be as set forth
in the Company's normal form of nonqualified stock option agreement.
 
     (v)  The number of shares subject to the stock bonus award will be
determined by taking one half of the Total Grant Value, and dividing it by 95%
of the fair market value of a share of Company common stock on the Grant Date.
The stock bonus award will be subject to 100% cliff vesting on the fifth
anniversary of the date it is granted, and the other terms of the stock bonus
award will be as set forth in the Company's normal form of stock bonus award.
 
 
                                       29
 
<PAGE>
 
    (b) In the event of the first to occur of (i) a public announcement of an
intention by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) to engage
in a transaction the consummation of which would result in a Change in Control
(as defined in clauses (a), (c) or (d) of Section 5(b) of the Company's 1991
Stock Option Plan) or (ii) the occurrence of a Change in Control (as so
defined), for purposes of determining the Average Share Price and the Excess
Total Return Percentage and Total Grant Value, if any, the closing trading price
and the fair market value of a share of Company common stock for the date of
such public announcement or Change in Control, as the case may be, and each
following day shall not exceed the closing trading price per share on the New
York Stock Exchange on the trading day immediately preceding such public
announcement or Change in Control, as the case may be. Such limitation on value
of the Company common stock will continue for purposes of this Section until
such time as the Board of Directors determines, in good faith, that a Change in
Control (as so defined) is unlikely to occur, and the fair market value of
Company common stock for each day thereafter shall be the actual closing trading
price on the New York Stock Exchange.
 
     (c) Notwithstanding the foregoing, if the above computations would result
in a number of stock options or stock bonus awards in excess of the maximum
number of such awards which could be granted to the Employee under the terms of
the applicable Company plan, then, to the extent consistent with the terms of
the applicable plan, the Total Grant Value attributable to a stock option or
share bonus award, as the case may be, in excess of the applicable limits shall
instead be granted as share bonus or stock option award, as the case may be. In
no event shall the Company be required to grant an award hereunder in excess of
the applicable limits under the applicable plan.
 
     (d) In the event of a stock split, stock dividend, combination of shares,
recapitalization, reorganization, merger, consolidation, rights offering or any
other change in the corporate structure or shares of the Company, the Board of
Directors shall make such adjustments, if any, as it deems appropriate for
purposes hereof in the $25 share price threshold set forth in
Paragraph 7(a)(ii)(1) hereof.
 
     8. (a)  This Agreement shall be deemed to be made under and construed in
accordance with the laws of the State of New Jersey, without giving effect to
the principles of conflict of laws thereof.
 
     (b) This Agreement shall be binding upon and inure to the benefit of the
Company and its successors and shall be binding upon the Employee, his heirs,
executors and administrators.
 
     (c) As used in this Agreement, the term "affiliate" means any entity
controlled by, controlling or under common control with the Company. Ownership,
directly or indirectly, of more than 50% of the voting securities of any
corporation shall, in any event, constitute control for the purposes of this
Agreement.
 
 
 
 
 
                                       30
 
 
<PAGE>
 
     (d) Except as provided in the following sentence, this Agreement
constitutes and expresses the whole agreement of the parties in reference to any
employment of the Employee by the Company and supersedes all prior
understandings, written or oral, between the Employee and the Company relating
to the subject matter hereof. This Agreement is intended to supplement and not
supersede or in any way limit any policy or practice of the Company which is
otherwise available to the senior management of the Company. This Agreement does
not supersede the Change in Control Agreement between the Company and the
Employee dated as of May 7, 1998 (the "Change in Control Agreement") or any
other policy or practice of the Company which is triggered by the
change-in-control event; provided, however, that amounts receivable under
Paragraph 5 (d) hereof upon breach of this Agreement by the Company will be
reduced (but not below zero) by amounts received by the Employee under Section 3
of the Change in Control Agreement.
 
     (e) This Agreement may not be amended, modified or supplemented except by a
writing signed by both of the parties hereto which expressly states it is being
made pursuant to this Paragraph 8(e).
 
     (f) In case any one or more of the covenants, agreements, provisions or
terms contained in this Agreement shall be invalid, illegal or unenforceable in
any respect, the validity of the remaining covenants, agreements, provisions or
terms contained herein shall be in no way affected, prejudiced or disturbed
thereby. In the event that any of the provisions of Paragraph 3 hereof are not
enforceable in accordance with their terms, the Employee and the Company agree
that such provisions should be reformed to make them enforceable in a manner
which provides the Company the maximum rights permitted by law.
 
     IN WITNESS WHEREOF, the parties have signed this Agreement as of the second
day of August 2001.
 
                                                  ENGELHARD CORPORATION
 
 
 
/s/ Barry W. Perry                             /s/ Marion H. Antonini
------------------                             ----------------------
    Barry W. Perry                                Marion H. Antonini
 
                                                  Chairman,
                                                  Compensation Committee of the

                                                  Board of Directors

 
 
 
Back to Top             
 
 
                       AMENDMENT TO EMPLOYMENT AGREEMENT
 
 
     This Agreement is made by and between Engelhard Corporation, a Delaware
corporation with its principal offices at 101 Wood Avenue, Iselin, New Jersey
08830-0770 (hereinafter referred to as the "Company"), and Barry W. Perry
(hereinafter referred to as the "Employee").
 
     WHEREAS, the Company and the Employee entered into an Employment Agreement
dated August 2, 2001, as amended on February 13, 2002 (the "Employment
Agreement"); and
 
     WHEREAS, the Company and the Employee desire to amend the Employment
Agreement, as set forth herein;
 
     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Employee hereby
agree as follows:
 
     1. Effective on and after January 1, 2004, (a) Paragraphs 4(c)(iii) and
(iv) of the Employment Agreement are deleted and (b) the Company shall pay the
Employee $100,000 per year to be used by the Employee for financial planning,
legal, tax planning and similar services or for life insurance, as determined by
the Employee. Subject to the $100,000 overall limit set forth above, the life
insurance shall be in an amount and structure determined by the Employee and
shall be in lieu of any death benefit or survivors' coverage other than that
generally available to all executives.
 
     2. In consideration for any grant of restricted stock, restricted stock
units and stock bonus awards to the Employee after the date hereof (such awards
granted after the date hereof are collectively referred to herein as the
"Restricted Stock"), the following restrictive covenant will apply with respect
to such Restricted Stock and such restrictive covenant shall be in addition to
the obligations of the Employee under Paragraph 3 of the Employment Agreement
and the remedies of the Company for any breach of those obligations set forth
therein. In the event that the Employee, during his employment with the Company
or for a period of two years after termination of such employment for any
reason, in any manner, directly or indirectly, without the express prior written
consent of the Company, accepts employment with, or renders any service in any
capacity to, a Competitor or affiliate of a Competitor, then the Employee shall
promptly pay to the Company, in cash, an amount equal to the value assigned, on
the date of its grant, by the Company to its last grant of such Restricted
Stock. For purposes hereof, "Competitor" shall mean Air Products and Chemicals,
Inc., Corning Incorporated, E.I. DuPont de Nemours and Company, FMC Corporation,
Honeywell International Inc., IMC Global, Inc., Lyondell Chemical Company, OM
Group, Inc., PPG Industries, Inc., Rohm and Haas Company, and Dow Chemical
Company.
 
     3. This Agreement shall be deemed to be made under, and construed in
accordance with, the laws of the State of New Jersey, without giving effect to
the principles of conflict of laws thereof.
 
     4. Except as amended herein, the Employment Agreement shall continue in
full force and effect in accordance with its terms.
 
     IN WITNESS WHEREOF, the parties have signed this Agreement as of the 3rd
day of February, 2005.
 
 
 
                                 ENGELHARD CORPORATION
 
 
 
                                 By:  /s/ Marion Antonini
 
                                 Marion Antonini
                                 Chair of the Compensation
                                 Committee of the Board of Directors
 
                                 By:  /s/ Barry W. Perry
 
                                 Barry W. Perry
 
 
Back to Top