Momentive Specialty Chemicals Inc. – ‘10-Q’ for 6/30/94 – EX-10.III

As of:  Friday, 8/12/94   ·   For:  6/30/94   ·   Accession #:  950152-94-825   ·   File #:  1-00071

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Borden 10-Q                                           13     61K 
 2: EX-10.I     Borden Exhibit                                         1      6K 
 3: EX-10.II    Borden Exhibit                                         5     23K 
 4: EX-10.III   Borden Exhibit                                         3     13K 
 5: EX-10.IV    Borden Exhibit                                         1      8K 

EX-10.III   —   Borden Exhibit

EX-10.III
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                                                               Exhibit 10(iii)

May 4, 1994                                                                     

George J. Waydo                                                                 
Borden, Inc.                                                                    
180 East Broad Street                                                           
Columbus, Ohio  43215                                                           

Dear George:                                                                    

This letter will supplement our letter agreement of December 23, 1993 ("herein  
"Separation Agreement") and as indicated modify the terms of that agreement.    
All other terms will remain in effect.                                          

     1.      Your employment under paragraph 2 of the Separation Agreement
is extended through July 31, 1994.              

2.      The amount in paragraph 7 of the Separation Agreement is
            changed to $65,345 but will include expenses for your office
             and secretary during the extension of your employment period.

   3.      Commencing not later than May 15, 1994 you will vacate your
         office and relocate it to an office for which you will be
        financially responsible.  You will also provide your own
               secretarial and office services commencing May 4, 1994.  Borden
                will reimburse you for long distance communication expenses made
           on its behalf.  Your existing Borden phone number, 225-4693
              will be maintained for you through October 31, 1994 with voice
              mail and with a recording giving your new office number.  Your
              parking privileges in the Borden Building will end on July 31,
              1994.  Borden will remove the office furniture on the attached
              list from your present office and arrange to have it delivered
              to your new office in the Columbus, Ohio area as soon as it is
            available and at Borden's expense.   You will pay Borden the
      present book value of this furniture, namely $2798.42.

EX-10.III
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George J. Waydo                                                                 
Page 2                                                                          

       4.      Should you obtain fully executed agreements for the sale of our
          business in Japan and Puerto Rico upon which you have been
               working and should those sales be completed or if not completed
               that fact not be as a result of a defect in the sales agreement
       or in the negotiation thereof as determined in the sole
             discretion of Borden's Chief Executive Officer, the amount in
             paragraph 7 of the Separation Agreement shall be increased to
$115,345.                                       

       5.      In the event that prior to August 15, 1994 you elect in writing
          not to convert to the Metropolitan Medical Conversion Plan
              provided under paragraph 6 of the Separation Agreement and you
            and each of your currently covered family members decline in
              writing further participation in the Borden Medical and Dental
         Plan including continued coverage under COBRA, the amount
               provided under paragraph 7 of the Separation Agreement shall be
            increased by $30,000 and no monies will be available for the
       Metropolitan Conversion Policy under paragraph 6 of the
Separation Agreement.                           

6.      Upon termination of your employment Borden will issue a 
               customary  employee announcement and a press release announcing
             your decision to separate from Borden's employment and making
           clear that you have been out of the operation of the snacks
                businesses since June of 1992 and that you managed the Company's
              International Foods business during the period of its greatest
             growth, from 1985 to December, 1993.  The Company will review
this announcement with you prior to its release.

    7.      Both parties waive any breaches of your Separation Agreement
               through the date of this Supplemental Agreement.  The Company's
               obligation under paragraph 11 of the Separation Agreement shall
       be limited to its officers.  However, in the event that
         disparaging remarks by other employees are brought to its
             attention it shall direct such employees to cease and desist.
            In the event that untruthful disparaging remarks are made by
             employees or present or former members of the Core Management
       Group, the Company shall, on request, issue a statement
correcting such untruthful statements.          

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George J. Waydo                                                                 
Page 3                                                                          

     George, i believe this represents our understanding.  Please indicate
your agreement by signing below.                                                

Borden, Inc.    

                By       /s/     Allan L. Miller
                              ------------------------------------------
               Allan L. Miller

Agreed:                                                                         

/s/  George J. Waydo                                                            
----------------------------                                                    
George J. Waydo                                                                 

e:\et\george.5l4                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		10/31/94		1
		8/15/94		2
Filed on:		8/12/94
		7/31/94		1					8-K
For Period End:		6/30/94							10-Q/A
		5/15/94		1
		5/4/94		1
		12/23/93		1
									List all Filings