Imc Chemical North America LLC Watch

from S-4/A 1 page (800) 688 - 1933

from S-4/A 1 page (800) 688 - 1933

from 10-K 1 page Material contract

from 10-K 1 page November 11, 1997 Strictly Private and Confidential Addressee Only Donald G. Kilpatrick 31 Jane St., Apt 18a New York, Ny 10014 Dear Don: You Have Been, and Will Continue to Be, a Key Player in the Current Sale Process. We Truly Appreciate Your Efforts to Attain the Best Possible Value for Our Shareholders. It Is Therefore My Pleasure to Inform You That We Have Received Board Approval to Offer You a Sale Incentive Bonus. Specifically, in the Event of a Change of Control in the Ownership of the Company (Other Than a Public Offering), Whereby Tony and I Collectively Sell 80% or More of Our Current Holdings of Hcg and in Recognition of Your Contributions to This Process, You Will Receive a One-Time Payment of $400,000, Payable Within Five (5) Days After the Closing Date. on Behalf of Our Shareholders, Thank You in Advance for All Your Efforts. Sincerely, /S/ D. George Harris <page>

from 10-K 1 page November 11, 1997 Strictly Private and Confidential Addressee Only Michael R. Boyce 10600 Highland Lane Olathe, Ks 66061 Dear Mike: You Have Been, and Will Continue to Be, a Key Player in the Current Sale Process. We Truly Appreciate Your Efforts to Attain the Best Possible Value for Our Shareholders. It Is Therefore My Pleasure to Inform You That We Have Received Board Approval to Offer You a Sale Incentive Bonus. Specifically, in the Event of a Change of Control in the Ownership of the Company (Other Than a Public Offering), Whereby Tony and I Collectively Sell 80% or More of Our Current Holdings of Hcg and in Recognition of Your Contributions to This Process, You Will Receive a One-Time Payment of $650,000, Payable Within Five (5) Days After the Closing Date. on Behalf of Our Shareholders, Thank You in Advance for All Your Efforts. Sincerely, /S/ D. George Harris <page>

from 10-K 1 page November 11, 1997 Strictly Private and Confidential Addressee Only Richard J. Donahue 1275 Madison Drive Yardley, Pa 19067 Dear Rich: You Have Been, and Will Continue to Be, a Key Player in the Current Sale Process. We Truly Appreciate Your Efforts to Attain the Best Possible Value for Our Shareholders. It Is Therefore My Pleasure to Inform You That We Have Received Board Approval to Offer You a Sale Incentive Bonus. Specifically, in the Event of a Change of Control in the Ownership of the Company (Other Than a Public Offering), Whereby Tony and I Collectively Sell 80% or More of Our Current Holdings of Hcg and in Recognition of Your Contributions to This Process, You Will Receive a One-Time Payment of $325,000, Payable Within Five (5) Days After the Closing Date. on Behalf of Our Shareholders, Thank You in Advance for All Your Efforts. Sincerely, /S/ D. George Harris <page>

from 10-K 1 page April 25, 1997 Mr. Richard Donahue 1275 Madison Drive Yardley, Pa 19067 Dear Rich: This Will Confirm Our Understanding That if a Change of Control of Harris Chemical Group ("Hcg") Other Than a Public Offering Results in D. George Harris and Anthony J. Petrocelli Collectively Selling for Cash 80% or More of Their Current Aggregate Holdings of Hcg, You Will Be Entitled to a Payment Equal to One Year of Your Base Salary at the Time of the Change of Control. if the Above Accurately Reflects Your Understanding of Our Agreement, Please Sign and Date in the Space Provided Below and Return the Original of This Letter in the Enclosed Envelope. Sincerely, /S/ D. George Harris D. George Harris Chairman Agreed: /S/ Richard Donahue 4/25/97 Richard Donahue Date CC: Wjs <page>

from 10-K ~5 pages Material contract

from 10-K ~5 pages Material contract

from 10-K ~10 pages Material contract

from 10-K ~5 pages Material contract

from 10-Q ~10 pages Guaranty Agreement

from 10-Q ~50 pages Material contract

from 10-Q ~50 pages Material contract

from 10-Q >50 pages Participation Agreement