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

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.II   —   Borden Exhibit

EX-10.II
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                                              Exhibit 10(ii)

June 2, 1994  

Lawrence O. Doza                                                                
Borden, Inc.                                                                    
180 East Broad Street                                                           
Columbus, Ohio                                                                  

Dear Larry:                                                                     

This letter will confirm our discussion concerning your decision to resign your 
position with the Company, by mutual agreement.  It will also serve to cover    
various related matters so there will be no future confusion regarding them.    

1.              Your official retirement date is March 1, 1994.  Commencing     
              March 1, 1994 and continuing through August 31, 1995, you will
          be paid termination pay totaling $526,500, in semi-monthly
      installments of $14,625, less statutory deductions and
          deductions for any monies due Borden, Inc.  These payments
           include any and all vacation due you.  In the event of your
             death before payment of the full $526,500 is paid, any unpaid
balance will be paid to your estate.            

2.              You agree to promptly resign as an officer of Borden, Inc. and  
            to resign from any companies/subsidiaries of Borden, Inc. in
which you are an officer or director.           

3.              You understand that you will not participate in the annual      
           Management Incentive Plan, the 1992-94, the 1993-95 nor the
               1994-96 long-term cycles.  However, the stock options which you
           now hold will continue to be in effect until five (5) years
            from February 28, 1994, or until such earlier time that your
stock options expire under their provisions.    

4.              The Company will extend your Company-paid county club and       
          luncheon club dues, (but not for non-Borden related items)
               until August 31, 1994.  Your financial counseling and home-auto
insurance reimbursement will be extended through

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Lawrence O. Doza                                                                
June 2, 1994                                                                    
2                                                                               
           December 31, 1994.  We will also reimburse you for any 1993
            expenditures in this category not yet reimbursed.  Your Core
              medical accumulation, and your Survivor Income Capital Account
            and survivor benefits cease February 28, 1994.  Your parking
               privileges were extended through April 30, 1994.  Your umbrella
               insurance benefit will continue through December 31, 1994.  The
            Company will reimburse you for an annual physical in 1994 of
        the kind you have regularly been provided in past years.

             The Company will commit to a matching gift or donation during
           1994 in the amount of $2,500 to the University of Missouri.

5.              Your other regular employee benefits (medical, life, pension    
           and savings plan) were continued through February 28, 1994.
             You will not be eligible for salary continuance, long-term or
               short-term disability after February 28, 1994.  You may, if you
   wish, extend your medical/dental coverage at normal
contributions through August 31, 1994.          

6.              As special consideration to assist you in locating a new        
               position, and to defray the expenses you will incur for office,
              telephone and secretarial assistance, the Company will pay you
              up to $10,000.  In addition, you will be permitted $19,471 for
              personal travel expenses, medical benefits and social/business
          clubs, or outplacement counseling in connection with a job
       search.  Requests for reimbursement for these items are
             accountable and should be submitted on a regular expense form
with accompanying receipts.                     

7.              You will pay off any loans or reimburse the Company for any     
      loans or equity interest in your country club and golf
              memberships, if any, as soon as practicable, but no later than
August 31, 1994.                                

8.              Deferred awards under the Management Incentive Plan, if any,    
               will be paid to you consistent with the provisions of the Plan.

9.              You acknowledge executing a Security and Invention Agreement    
             and you agree to comply with the terms and conditions of that
               Agreement.  You acknowledge that your responsibilities with the
          Company were worldwide.  In addition, you agree that until
               August 31, 1995, you will not engage, without the prior written
               consent of the Chief Executive Officer of Borden, Inc. directly
         or indirectly on your own account, or as agent, employer,
             employee, partner, major stockholder or otherwise in services
          of the kind in which you were engaged by Borden, Inc., its
             subsidiaries or affiliates (hereinafter "the Company") during
       the past two (2) years for any entity or business which
         competes with the Company in any geographical area in the
           United States in which the Company now engages in business.
             You agree that you will not, either during the period of this
agreement, nor                                  

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Lawrence O. Doza                                                                
June 2, 1994                                                                    
3                                                                               

           thereafter, disclose to any third party or use for your own
           benefit without our express authorization, any confidential
             information provided by us or our representatives relative to
        our business or that of our affiliated corporations, nor
              information developed for Borden by you during the performance
     of your service on our behalf during your employment.

10.             Because of the arrangement being provided to you, we will       
          expect, and you agree, that you will conduct yourself in a
            manner which does not disparage Borden, Inc., its current or
           past employees, current or past officers, subsidiaries, and
             affiliates, and which is not contrary to the best interest of
these organizations.                            

          The Company, through its executive officers, including its
               former Chief Executive Officer Anthony S. D'Amato, or directors
              will not disparage you.  This obligation will not be construed
             to prohibit the Company from making truthful statements about
       its business; nor shall it prohibit you or other former
         officers or directors of the Company from making truthful
            statements responsive to any statements made by the Company,
        its former officers or directors or in response to legal
process.                                        

11.             You agree to be available, as reasonably necessary and upon     
        reasonable notice, with no expense to yourself (expenses
    include transportation, meals and lodging) for legal
           proceedings, whether administrative, civil, or criminal, if
      any, with respect to events which occurred during your
             employment with Borden, Inc.  You further agree to assist and
    cooperate with Borden, Inc. in any such proceedings.

12.             This agreement is personal and not assignable by you.  In the   
          event of your death during the term hereof, this agreement
            shall terminate as of the last day of the month during which
              your death occurred and your designated beneficiary, which may
            be a trust, or if none is so designated, your estate will be
              paid all monies due up through the month of your death and, in
         addition, the balance of the termination pay noted above.

13.             In the event of a material breach of your obligation not to     
               compete under this agreement you understand and agree to pay to
            Borden, Inc., any monies received under this agreement up to
           $351,000, and acknowledge that no further sums would be due
            hereunder.  This remedy is in addition to any remedy Borden,
             Inc. has to specifically enforce your agreement and is not to
        be construed as a limitation on its right to recover any
greater amount of damage Borden can prove.      

14.             To the full extent allowed under New Jersey law, the Company    
               will indemnify and defend you with regard to any and all claims
           which may arise relating to matters which occurred prior to
      February 28, 1994, and which arose as a result of your
employment as long as your acts:                

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Lawrence O. Doza                                                                
June 2, 1994                                                                    
16                                                                              

         o       were not in breach of your duty of loyalty to the
Corporation or its shareholders;
o       were in good faith;                     
      o       did not involve a knowing violation of law; or
         o       did not result in receipt of an improper personal
benefit; and                    

             it shall undertake and direct the defense of such proceeding,
            holding you harmless against expenses, as they are incurred.

15.             Citibank will write a letter to Erv Shames detailing the        
               positive accomplishments you made in Borden's efforts to manage
             and finance its debt.  We provided you a copy of the draft of
     that letter for comments.  In addition, at our annual
           shareholders meeting when presented with the opportunity in
             response to questions, Mr. Shames  noted the contributions in
this area in a positive manner.                 

16.             We agree that this agreement supersedes any and all other       
       agreements relating to your employment with the Company
           including, but not limited to, your Core Arrangement.  This
            agreement shall be governed by the laws of the State of Ohio
               and shall inure to the benefit of the successors and assigns of
               Borden, Inc.   Any provision of the agreement deemed by a court
            to be too broad to be legally enforced shall be modified but
         only to the extent required to be so legally enforceable.

17.             In consideration of these foregoing benefits provided to you,   
               you hereby release and discharge Borden, Inc., its subsidiaries
          and affiliates, their current directors, former directors,
           officers, former officers, employees, former employees, and
              agents from any and all current liabilities, claims for money,
            employment, re-employment, reinstatement and for any and all
               causes of action whatsoever which you may now have against them
               including those arising out of your employment, the termination
              thereof, or discrimination based on age, disability, race, sex
            or other reasons, except any vested pension rights which you
            may have acquired or as specifically noted herein; provided,
            however, that this release shall not be construed to prevent
            you from pursuing any rights you may have under the terms of
            any employee benefit plan to which you are a party and under
            ERISA; any rights you have to COBRA benefits; any rights you
              may have to unemployment compensation; and any rights you have
to enforce the terms of this letter.            

18.             You affirm that you are entering into this agreement and        
          release voluntarily in order to receive payments and other
          benefits described above.  You understand that the Company
             would not make these payments or extend these benefits to you
 without your voluntary consent to this agreement.

19.             In making your decision, you recognize that you have the right  
to seek advice and                              

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Lawrence O. Doza                                                                
June 2, 1994                                                                    
5                                                                               

            counsel from others, including that of an attorney if you so
              choose.  You acknowledge that you have 45 days within which to
consider this offer.                            

20.             You have seven calendar days from the date you sign this        
             Agreement to cancel it in writing.   You also understand that
               this Agreement will not bind you or the Company until after the
              seven-day period you have to cancel.  No payments will be made
               under this Agreement until it becomes binding.   You may cancel
              this Agreement by signing the cancellation notice below (or by
             any other written signed notice) and delivering it to Borden,
       Inc., within seven days of your signing this Agreement.

I believe that this completely and accurately describes our understanding and   
ask that you indicate your agreement by signing the original of this letter and 
returning it to me.  I wish you every success in your future endeavors.         

    For:    Borden, Inc.

          By:     s/ Ervin R. Shames
                    ----------------------------
                   Ervin R. Shames

Attachment                                                                      

READ, UNDERSTOOD AND AGREED T0:                                                 

s/Lawrence O. Doza                                      s/ 6/ 21/ 94            
------------------                                      ------------            
Lawrence O. Doza                                        Date                    

Cancellation Notice   

(To cancel this Agreement, sign below and   
deliver this copy of the Agreement to the   
 Company within seven (7) days of the date you
signed this Agreement.)                     

I hereby cancel this Agreement.             

            ________________              __________________________
(Date)                        (Signature)   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		8/31/95		1		2
		12/31/94		2					10-K405/A
		8/31/94		1		2
Filed on:		8/12/94
For Period End:		6/30/94							10-Q/A
		6/2/94		1
		4/30/94		2
		3/1/94		1
		2/28/94		1		3
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