Betz Laboratories Inc Sample Contracts

Betzdearborn Inc – AGREEMENT AND PLAN OF MERGER (July 30th, 1998)

EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among HERCULES INCORPORATED, WATER ACQUISITION CO. and BETZDEARBORN INC. Dated as of July 30, 1998 AGREEMENT AND PLAN OF MERGER, dated as of July 30, 1998 (the "Agreement"), among Hercules Incorporated, a Delaware corporation ("Parent"), Water Acquisition Co., a Pennsylvania corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and BetzDearborn Inc., a Pennsylvania corporation (the "Company"). W I T N E S S E T H : WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have appr

Betzdearborn Inc – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (July 30th, 1998)

EXHIBIT 99.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT, dated as of July 28, 1998, to the Rights Agreement, dated as of February 12, 1998 (the "Rights Agreement"), between BetzDearborn Inc., a Pennsylvania corporation (the "Company"), and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 26 thereof; and WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the R

Betzdearborn Inc – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (July 30th, 1998)

EXHIBIT 99.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT, dated as of July 28, 1998, to the Rights Agreement, dated as of January 1, 1992 (the "Rights Agreement"), between BetzDearborn Inc., a Pennsylvania corporation (the "Company"), and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), which restates the Rights Agreement, dated as of September 8, 1988, between the Company and Mellon Bank (East) N.A., as Rights Agent. WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 26 thereof; and WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforce

Betzdearborn Inc – INDENTURE (March 10th, 1998)

================================================================================ BETZDEARBORN INC. AND THE BANK OF NEW YORK, TRUSTEE ------------------------- INDENTURE DATED AS OF , 1998 ------------------------- ================================================================================ TIE-SHEET OF PROVISIONS OF TRUST INDENTURE ACT OF 1939 WITH INDENTURE DATED AS OF _________, 1998, BETWEEN BETZDEARBORN INC. AND THE BANK OF NEW YORK, AS TRUSTEE; SECTION OF SECTION OF ACT INDENTURE -------------- ---------- 310(a)(1) and (2).......

Betzdearborn Inc – Rights Agreement (March 9th, 1998)

================================================================================ BETZDEARBORN INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent Rights Agreement Dated as of February 12, 1998 ================================================================================ TABLE OF CONTENTS Section Page ------- ---- 1. Certain Definitions.................................................................1 2. Appointment of Rights Agent.........................................................5 3. Issue

Betzdearborn Inc – Rights Agreement (March 9th, 1998)

================================================================================ BETZDEARBORN INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent Rights Agreement Dated as of February 12, 1998 ================================================================================ TABLE OF CONTENTS Section Page ------- ---- 1. Certain Definitions.................................................................1 2. Appointment of Rights Agent.........................................................5 3. Issu

Betzdearborn Inc – EMPLOYMENT AGREEMENT (March 9th, 1998)

EMPLOYMENT AGREEMENT THIS AGREEMENT entered into this ____ day of ________________, 1998, by and between BETZDEARBORN INC., a Pennsylvania corporation (hereinafter called the "Company") and ______________________________, an individual residing at __________________________ (hereinafter called the "Employee"). W I T N E S S E T H: [WHEREAS, the Company desires to have the benefit of Employee's knowledge and experience in the affairs of the Company; WHEREAS, the Employee desires to be employed by the Company upon the terms and conditions hereinafter set forth Or WHEREAS, the Employee is presently employed by the Company in an executive capacity and the Company desires to encourage such continued employment by providing certain protections for the Employee and by extending and entering into this Agreement with the Employee, and by granting the Employee certain stock option

Betzdearborn Inc – CREDIT AGREEMENT (March 9th, 1998)

[CONFORMED COPY] $750,000,000 CREDIT AGREEMENT dated as of October 20, 1997 among BetzDearborn Inc., BetzDearborn Canada Inc., The Banks Parties Hereto, and The Chase Manhattan Bank and The Chase Manhattan Bank of Canada, as Administrative Agents ------------------------------------------------------------------------------- J.P. Morgan Securities Inc., Syndication Agent Bank of America National Trust and Savings Association,

Betzdearborn Inc – STOCK OPTION PLAN OF 1987 (January 12th, 1998)

EXHIBIT 4(c) BETZDEARBORN INC. STOCK OPTION PLAN OF 1987 (as amended effective April 10, 1997) 1. PURPOSE The BetzDearborn Inc. Stock Option Plan ("Plan") is intended to promote the interests of BetzDearborn Inc. ("Company") and its shareholders by providing a method whereby directors, officers and key employees of the Company and any subsidiary corporation ("Subsidiary Company") may be encouraged to invest in the Company's Common Stock on reasonable terms, and thereby increase their proprietary interest in the Company's business, encourage them to remain in the service and employ of the Company and increase their personal interest in its continued success and progress. 2. ADMINISTRATION The Plan shall be administered by the Company's Executive Compensation and Employee Benefits Committee ("Committee"), which shall consist solely of

Betzdearborn Inc – EMPLOYEE STOCK PURCHASE PLAN OF 1997 (May 15th, 1997)

EXHIBIT 4(c) BETZDEARBORN INC. EMPLOYEE STOCK PURCHASE PLAN OF 1997 (Effective as of July 1, 1997)

Betz Laboratories Inc – WORLDWIDE PURCHASE AND SALE AGREEMENT (March 29th, 1996)

Conformed Copy GRACE DEARBORN WORLDWIDE PURCHASE AND SALE AGREEMENT AGREEMENT dated as of March 11, 1996 by and between W. R. GRACE & CO.-CONN. ("Grace") and BETZ LABORATORIES, INC. ("Buyer"). W I T N E S S E T H : WHEREAS, the Dearborn Business (as hereinafter defined) is conducted by Grace and certain of its subsidiaries and affiliates (as identified on Exhibit A-1 hereto) in more than fifty countries including Argentina, Australia, Bahrain, Belgium, Bolivia, Brazil, Canada, Chile, Colombia, the Czech Republic, Denmark, the Dominican Republic, Ecuador, El Salvador, Finland, France, Germany, Greece, Guatemala, Hong Kong, Hungary, India, Indonesia, Ireland, Italy, Japan, Kuwait, Malaysia, Mexico, the Netherlands, New Zealand, Norway, Panama, Paraguay, Peru,