EMPLOYMENT AGREEMENT

 EMPLOYMENT AGREEMENT

THIS AGREEMENT, made as of the       17          day of October       
,l988 between AMERICAN CYANAMID COMPANY, a corporation organized and
existing under the laws of the State of Maine, with its executive
offices at Wayne, New Jersey (hereinafter referred to as the "COMPANY"),
and TERENCE D. MARTIN residing at 41 Terrace Drive, Hastings-on-Hudson,
NY10706   (hereinafter called the "EMPLOYEE"), Social Security No. 562-
58-1983

W I T N E S S E T H:

In consideration of the EMPLOYEE'S employment (reemployment/continuing
employment) by the COMPANY and of the covenants hereinafter set forth,
it is mutually agreed as follows:

     1. EMPLOYEE'S REPRESENTATIONS. The EMPLOYEE represents that all
statements made in or with respect to this Application for Employment
are true and correct, that the EMPLOYEE has disclosed any and all
limitations affecting employment with the COMPANY contained in any
written agreement with any other employer, and that the EMPLOYEE is not
prohibited by any other agreement from performing services for the
COMPANY.

     2. EMPLOYEE'S SERVICES The EMPLOYEE shall faithfully and to the
best of EMPLOYEE'S ability devote all of the EMPLOYEE'S working time
exclusively to the performance of such services for the COMPANY as may
be assigned to EMPLOYEE. The EMPLOYEE shall have an assigned
headquarters at such place as the COMPANY from time to time may direct.
The EMPLOYEE shall not, for remuneration of profit, directly or
indirectly render any service to, or undertake any employment for, any
other person, firm or corporation, whether in an advisory or consulting
capacity or otherwise, without first obtaining the written consent of an
officer of the COMPANY or of the director or president (or authorized
representative) of the division to which the EMPLOYEE is then assigned.

     3. SALARY. The COMPANY shall pay to the EMPLOYEE, in full payment
for the services performed by the EMPLOYEE, the base salary of
$15,833.34 per Month.  The COMPANY reserves the right, at any time and
from time to time, to adjust the base salary of the EMPLOYEE (and also
to pay or not to pay any bonus or other special remuneration) without
changing the other provisions of this Agreement, provided that the base
salary of the EMPLOYEE shall not be reduced to a rate less than that
specified above.

     4. REIMBURSEMENT OF EXPENSES. The COMPANY shall reimburse the
EMPLOYEE, in accordance with policies and practices of the COMPANY then
in effect, for (a)expenses of moving in connection with a
COMPANY-directed change of the EMPLOYEE'S headquarters under
circumstances reasonably requiring a change of residence, and (b)
travel, entertainment and other business expenses.

     5. DURATION OF EMPLOYMENT. The EMPLOYEE'S employment hereunder
shall commence and shall continue until the earlier of the EMPLOYEE'S
death or retirement date under any applicable retirement plan then in
effect, subject to the right of either the EMPLOYEE or the COMPANY to
terminate the employment by written notice given in accordance with the
following schedules:

     (a) With respect to employees while classified as "non-exempt
     employees" under the wage and hour provisions of the Federal Fair
     Labor Standards Act--

          Length of Continuous Employment
         (determined as of the date of notice)   Required Notice Period

          Less than 6 months                     1 day

          At least 6 months                      2 weeks for employees   
                                                 paid on a weekly or     
                                                 biweekly basis;         
                                                 one-half month for
                                                 employees paid on a     
                                                 monthly or semimonthly
                                                 basis.

                                                      PAGE 1

     (b) With respect to employees while classified as "exempt
     employees" under the wage and hour provisions of the
     Federal Fair Labor Standards Act--

                          Required Notice Period

                                  1 month

In the event of such notice of termination, the EMPLOYEE shall remain
for all or any part of the required notice period if so requested by the
COMPANY, but the COMPANY reserves the right at anytime to pay to
EMPLOYEE the EMPLOYEE'S full base salary (in one or more installments)
for or during the required notice period and to terminate the employment
immediately or at any time during such notice period. Notwithstanding
the foregoing, the COMPANY shall have the right, by written notice to
the EMPLOYEE but without any required notice period, to terminate the
EMPLOYEE'S employment at any time in the event of default or
nonperformance by the EMPLOYEE of any of the provisions of this
Agreement.

     6. RESTRICTION ON COMPETITIVE EMPLOYMENT. For the period of twelve
months immediately after termination of employment with the COMPANY, the
EMPLOYEE shall not engage in any work or other activity--whether as
owner, stockholder, partner, officer, consultant, employee or otherwise-
- -involving a product or process similar to the product or process on
which the EMPLOYEE worked for the COMPANY (or any of its subsidiary or
affiliated companies) at any time during the period of two years
immediately prior to termination of employment, if such work or other
activity is then competitive with that of the COMPANY (or any of its
subsidiary or affiliated companies), provided that this restriction
shall not apply if the EMPLOYEE has disclosed to the COMPANY in writing
all the known facts relating to such work or activity and has received a
release in writing from an officer of the COMPANY to engage in such work
or activity. However, if the COMPANY refuses to grant such a written
release and if the EMPLOYEE is unable to obtain employment consistent
with his qualifications and experience solely because of such refusal,
then in that event the COMPANY shall make payments to the EMPLOYEE at
the rate of EMPLOYEE'S base salary at termination of employment for each
month that the EMPLOYEE has certified that EMPLOYEE has been unable for
such reason to secure such employment, provided that the obligation of
the COMPANY to make such payments shall cease upon whichever is the
first to occur of (a) the date the EMPLOYEE shall obtain employment, (b)
the date on which the COMPANY shall grant a written release to the
EMPLOYEE, or (c) the expiration of twelve months following the
termination of employment; and provided further that no such payment
shall be made for any month for which any payment is made by the COMPANY
to the EMPLOYEE under any other provision of this Agreement. Ownership
by the EMPLOYEE of five per cent or less of the outstanding shares of
stock of any company either (i) listed on a national securities exchange
or (ii) having at least 100 stockholders shall not make the EMPLOYEE a
"stockholder" with in the meaning of that term as used in this
paragraph.  Nothing int his paragraph shall limit the rights or remedies
of the COMPANY arising directly or indirectly from such competitive
employment including. without limitation, claims based upon breach of
fiduciary duty, misappropriation, or theft of confidential information.

     7. Confidential Information. The EMPLOYEE understands that in the
performance of services here under EMPLOYEE may originate or obtain
knowledge of "confidential information", as hereinafter defined,
relating to the business of the COMPANY (or of any of its subsidiary or
affiliated companies). As used herein, "confidential information" means
any information (including, without limitation, any formula, pattern,
device, plan, process, or compilation of information) which (i) is, or
is designed to be, used in the business of the COMPANY (or of any of its
subsidiary or affiliated companies) or results from its or their
research and/ or development activities, (ii) is private or confidential
in that it is not generally known or available to the public and, (iii)
gives the COMPANY (or any of its subsidiary or affiliated companies) an
opportunity to obtain an advantage over competitors who do not know or
use it. The EMPLOYEE shall not, without the written consent of an
officer of the COMPANY, either during the term of his employment or
thereafter, (a) use or disclose any such confidential information
outside the COMPANY (or any of its subsidiary or affiliated companies),
(b) publish any article with respect thereto, or (c) except in the
performance of his services hereunder, remove or aid in the removal from
the premises of the COMPANY any such confidential information or any
property or material which relates thereto. The provisions of this
paragraph shall survive the termination of this Agreement.

                                                        PAGE 2

8. INVENTIONS.
     (a) The EMPLOYEE shall promptly disclose to the COMPANY any and all
     inventions, discoveries, developments, improvements, machines,
     appliances, processes, products, or the like, whether or not
     patentable, (all of which are referred to herein as"inventions")
     which the EMPLOYEE may invent, conceive, produce, or reduce to
     practice, either solely or jointly with others, at any time
     (whether or not during working hours) during employment hereunder,
     or during such period thereafter (not exceeding one year) for which
     the COMPANY shall have notified the EMPLOYEE in writing, prior to
     the termination of employment, that it will continue to pay the
     EMPLOYEE amounts equivalent to EMPLOYEE'S then base salary,
     provided said payments are made or tendered.
     (b) All such inventions which in any way relate to the goods or
     materials produced, sold or used by the COMPANY (or by any of its
     subsidiary or affiliated companies), or to any methods, processes
     or apparatus used in connection with the production or treatment of
     such goods or materials, or in either case which are or may be or
     may become capable of use in the business of the COMPANY (or of any
     of its subsidiary or affiliated companies), shall at all times and
     for all purposes be regarded as acquired and held by the EMPLOYEE
     in a fiduciary capacity for, and solely for the benefit of, the
     COMPANY.
     (c) With respect to all such inventions, the EMPLOYEE shall:
           (i)  treat all information with respect thereto as
                confidential information within the meaning of, and
                subject to, paragraph 7 of this Agreement;
           (ii) keep complete and accurate records thereof, which 
                records shall be the property of the COMPANY;
           (iii) execute any application for letters patent of the 
                United States and any and all other countries covering
                such inventions, and give to the COMPANY, its attorneys
                and solicitors all reasonable and requested assistance
                in preparing such application;
           (iv) from time to time, upon the request and at the expense 
                of the COMPANY, but without charge for services beyond
                the payments herein provided for, execute all
                assignments or other instruments required to transfer
                and assign to the COMPANY (or as it may direct) all
                inventions, and all patents and applications for patents
                covering such inventions or otherwise required to
                protect the rights and interests of the COMPANY;
           (v)  testify in any proceedings or litigation as to all such
                inventions; and
           (vi) in case the COMPANY shall desire to keep secret any such
                          invention, or shall for any reason decide not
                          to have letters patent applied for thereon,
                          refrain from applying for letters patent
                          thereon.

           Payments at reasonable hourly rates shall be made by the
           COMPANY to the EMPLOYEE for time actually spent by the
           EMPLOYEE in the foregoing activities at the request of the
           COMPANY, if such activities occur after termination of
           employment and after expiration of any post employment period
           for which any payment is made by the COMPANY to the EMPLOYEE
           under any other provision of this Agreement.

     (d)   No termination of employment or of this Agreement shall
           release the EMPLOYEE or EMPLOYEE'S heirs or legal
           representatives from the foregoing obligations as to such
           inventions.

     9. EMPLOYEE BENEFITS. Nothing in this Agreement shall be construed
to limit the EMPLOYEE'S participation in any insurance plan, medical
plan, retirement plan, or other employee benefit arrangement to which
EMPLOYEE would otherwise be entitled, in accordance with the prevailing
policies and practices of the COMPANY then in effect, in the absence of
this Agreement.

     10. ASSIGNABILITY. This Agreement shall enure to the benefit of any
assignee of the COMPANY, and the EMPLOYEE specifically agrees on demand
to execute any and all necessary documents in connection therewith.

     11. NOTICES. Any notice expressly provided for under this Agreement
shall be in writing, shall be given either manually or by mail, telex,
telegram, radiogram or cable, and shall be deemed sufficiently given if
and when received by the party to be notified at its address first set
forth above or if and when mailed by registered mail, postage prepaid,
addressed to such party at such address. Either party may, by notice to
the other, change its address for receiving such notices.

                                                           PAGE 3

     12. ENTIRE AGREEMENT. This Agreement supersedes all previous
contracts for personal services between the COMPANY and the EMPLOYEE,
provided that neither party is relieved from any obligations to the
other arising under any such previous contract while it was in force.
This Agreement constitutes the entire understanding between the parties
hereto with reference to the subject matter hereof and shall not be
changed or modified except by a written instrument signed by both
parties. The headings of the paragraphs in this Agreement are inserted
for convenience only and shall not be deemed to constitute a part hereof
or affect the interpretation of any provision.

       *
     * *

           IN WITNESS WHEREOF the COMPANY has caused this Agreement to
     be executed in duplicate by a proper and duly authorized
     representative thereof, and the EMPLOYEE has signed this Agreement
     in duplicate, as of the day and year first above written.

PENSION DIFFERENTIAL. Provided that the
EMPLOYEE is in the employment of the
COMPANY when the EMPLOYEE reaches the age
of 60, upon termination of employment         AMERICAN CYANAMID COMPANY
thereafter, the COMPANY will pay the
EMPLOYEE an amount equal to the amount, if    BY   R.L. Martino
any, by which the pension of the EMPLOYEE 
shall be entitled to receive from its
Employees Retirement Plan and any other       Title__________________
defined benefit Retirement Plan of the               Vice President
COMPANY or any of its subsidiaries is less
than 40~ of the EMPLOYEE's Average
Earnings (as defined in the Employees
Retirement Plan) during the three years        T. D. Martin   (EMPLOYEE)
out of the final 10 years of the
EMPLOYEE's employment during which such
earnings are the highest, provided that
the EMPLOYEE shall make the election
provided in the Retirement Plan to have
the EMPLOYEE's pension commence
immediately upon retirement.

The EMPLOYEE will be designated a member of the Income Continuity Plan
of the Company. In the event of the termination of the employment of the
EMPLOYEE under circumstances entitling the EMPLOYEE to the income
continuity payments specified in Section 4 of the Income Continuity
Plan, the COMPANY will pay the EMPLOYEE the sum of twice his annual base
salary at the rate in effect at the time "notice of termination", as
defined in the Income Continuity Plan, is given plus twice his ann~
target award (excluding performance allotments) under the Income
Continuity Plan, as defined in the Income Continuity Plan, based on such
rate, in equal monthly installments over a period of 24 months following
the date of termination, as defined in the Income Continuity Plan, less
any amounts payable to the EMPLOYEE under the Income Continuity Plan or
under any plan to whose membership the EMPLOYEE may be elected in lieu
of the Income Continuity Plan prior to any deductions from such amount
contemplated by Section 4 of the Income Continuity Plan or by any
analogous provision of any plan to whose membership the EMPLOYEE may be
elected in lieu of the Income Continuity Plan. In the event that
payments to the EMPLOYEE under the Income Continuity Plan or under any
plan to whose membership of which the EMPLOYEE may be elected in lieu of
the Income Continuity Plan are terminated pursuant to, respectively,
Section 6 of the Income Continuity Plan or any analogous provision of
such other plan, the obligations of the COMPANY under this paragraph
shall cease simultaneously.
                                                          PAGE 4 

Basic Info X:

Name: EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: March 31, 1994
Company: AMERICAN CYANAMID CO
State: Maine

Other info:

Date:

  • October

Organization:

  • AMERICAN CYANAMID COMPANY
  • State of Maine
  • Federal Fair Labor Standards

Location:

  • Wayne
  • New Jersey
  • Hastings-on-Hudson
  • United States

Money:

  • $ 15,833.34

Person:

  • TERENCE D. MARTIN
  • T. D. Martin