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Exhibit 10.1
[Executive]
Hercules Incorporated
Hercules Plaza
1313 North Market Street
Wilmington, Delaware 19894-0001
Confidential
Hercules
Incorporated
Hercules Plaza
1313 North Market Street
July 10,
2008
To whom it may
concern:
Reference is made to the Agreement and Plan
of Merger (the “ Merger Agreement ”), dated as of July 10, 2008, among Ashland Inc.,
Ashland Sub One Inc. and Hercules Incorporated (the “
Company
”). Capitalized terms used
in this letter agreement that are not otherwise defined shall have
the meanings ascribed to those terms in the Merger Agreement. I
agree as follows:
| 1.
|
From the date
hereof through the earlier of the Effective Time or the termination
of the Merger Agreement, I will not exercise any Company Stock
Options [
; provided , however , that
during such period I may exercise Company Stock Options with
respect to up to 37,000 shares of Company Common Stock
] . 1 |
| |
| 2.
|
All of my Company
Stock Options that are outstanding immediately prior to the
Effective Time shall be treated as Cash Electing Options under the
terms of the Merger Agreement and this letter agreement shall
constitute my irrevocable election to that effect
[ ; provided ,
however , that i |
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