CHANGE IN CONTROL AGREEMENT

Exhibit (10)(vi)

***Portions marked with asterisks within brackets have been omitted pursuant to a request for confidential treatment, and have been filed separately in connection with such request.

CHANGE IN CONTROL AGREEMENT (3x/3x)

        This Change in Control Agreement ("Agreement") is entered into this    day of February, 2005, by and between                        ("Executive") and Great Lakes Chemical Corporation ("Company").

Background

        A.    The Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control exists and that such possibility, and the uncertainty and questions that it may raise among management, could result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders. Accordingly, the Company's Board of Directors has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction and disruption in the event of a threatened or actual change in control or other major corporate transaction.

        B.    This Agreement does not constitute an employment contract, nor does it alter the Executive's status as an at-will employee of the Company. This Agreement merely sets out the severance benefits that the Company will provide if, but only if, the Executive's employment with the Company terminates or is deemed to terminate after the occurrence of an actual or potential change in control or other major transaction under the circumstances described herein or as otherwise provided in Section 7 following a major transaction.

        In consideration of the premises and the Executive's employment by the Company, the Executive and the Company agree as follows:

Agreement

        1.    Defined Terms.    The following terms, when capitalized, shall have the meanings specified below for purposes of this Agreement:

        (a)   "Beneficial Owner" means a "beneficial owner, as defined in Rule 13d-3 under the Exchange Act.

        (b)   "Board" means the Company's Board of Directors.

        (c)   "Cause" means, with respect to the Executive, the Executive's (i) act of fraud, embezzlement, theft, or other intentional material violation of the law in connection with or in the course of his employment, (ii) willful gross misconduct that is likely to materially injure the reputation, business, or a business relationship of the Company; (iii) violation of the Confidentiality and Non-Competition Agreement, or (iv) willful and continued failure to perform his duties for the Company (other than a failure due to Disability), after a demand for substantial performance to the Executive by the Board that specifically identifies the manner in which the Board believes that the Executive has not performed his duties. For purposes of the preceding sentence, no act, or failure to act, on the part of the Executive shall be deemed "willful," unless it was done or omitted by the Executive not in good faith and without reasonable belief that his act or omission was in or not opposed to the best interests of the Company. Notwithstanding the foregoing, the Executive's employment shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable

notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard by the Board), finding that in the Board's good faith opinion, the Executive was guilty of conduct described in the first sentence of this Subsection and describing the specific acts or omissions constituting such conduct.

        (d)   "Change in Control" means, except as provided in Section 3, that the conditions set out in any one of the following paragraphs have been satisfied:

          (i)  any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than (A) the Company, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of the Company (any such person is hereinafter referred to as a "Person"), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company);

         (ii)  there is consummated a merger or consolidation of the Company with or into any other corporation, other than a merger or consolidation that would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding securities that represent, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, immediately after such merger or consolidation, more than 70% of the combined voting power of the voting securities of either the Company or the other entity that survives such merger or consolidation or the parent of the entity that survives such merger or consolidation;

        (iii)  the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or

        (iv)  during any period of two consecutive years (not including any period before the date of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (ii) or (iii) of this Subsection) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (²/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

        For purposes of this Agreement, where a Change in Control results from a series of related transactions, the Change in Control shall be deemed to have occurred on the date of the consummation of the first such transaction. For purposes of paragraph (i), the stockholders of another corporation (other than the Company or a corporation described in clause (D) of paragraph (i)) shall be deemed to constitute a Person. Further, it is understood by the parties that the sale, transfer, or other disposition of a subsidiary of the Company shall not constitute a Change in Control.

        Termination of the Executive's Employment during or following a Potential Change in Control shall be considered to have occurred following a Change in Control to the extent provided in Section 2(c).

        (e)   "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        (f)    "Company" means Great Lakes Chemical Corporation and any successor, to the extent provided in Section 13.

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        (g)   "Confidentiality and Non-Compete Agreement" means the confidentiality and non-compete agreement between the Company and the Executive.

        (h)   "Date of Termination" means, (i) if the Executive Terminates Employment for Good Reason, the date of termination specified in the Executive's resignation, and (ii) if the Executive's Employment is Terminated for any other reason, the date on which a notice of termination is given.

        (i)    "Exchange Act" means the Securities Exchange Act of 1934, as in effect on the date of this Agreement.

        (j)    "Good Reason" means any of the following:

          (i)  without the Executive's express written consent, a material reduction in the Executive's duties, responsibilities, or status with the Company as in effect immediately before the Change in Control or Major Transaction, or a change in the Executive's titles or offices (to a lesser title or office) as in effect immediately before a Change in Control or Major Transaction, or any removal of the Executive from or any failure to reelect or reappoint the Executive to any of his positions, except in connection with the Executive's Termination of Employment by the Company for Cause or by the Executive for other than Good Reason;

         (ii)  a reduction by the Company in the Executive's base salary or perquisites as in effect on the date hereof or as the same may be increased from time to time;

        (iii)  a material reduction by the Company of the benefits provided to the Executive under any thrift, incentive, or compensation plan, or any pension, life insurance, health and accident, or disability plan in which the Executive is participating at the time of a Change in Control or Major Transaction (or plans providing the Executive with substantially similar benefits), or the taking of any action by the Company that would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control or Major Transaction, unless such reduction or action is generally applicable to all employees of the Company or relevant subsidiary; or

        (iv)  the Company requires the Executive (without his consent) to perform the duties of his employment beyond the 50 mile radius from the location of the Executive's employment immediately before the Change in Control or Major Transaction;

provided, however, that (i) any Termination of Employment by the Executive shall not be considered a termination for Good Reason for purposes of this Agreement if such termination occurs after the Executive has been absent from his work for a continuous period of at least six months as a result of his incapacity due to physical or mental illness ("Disability Period") and occurs while the Executive is receiving benefits under the Company's (or any subsidiary's) long-term disability plan(s) in effect immediately before the Change in Control or Major Transaction; and (ii) if the Executive returns to work following a Disability Period, clause (i) of this paragraph shall not apply in determining whether Good Reason exists following such return.

        To Terminate Employment for Good Reason, the Executive must provide his written resignation to the Company within 90 days from the event (or from the last in a series of events) relied upon the Executive as a basis for termination for Good Reason, and such notice must specify such event(s).

        (k)   "Major Transaction" means, on or before [* * * * * * * * * *], the sale or disposition to a third party or parties of all or substantially all of any two of the following groups of businesses (whether simultaneously or in series):

          (i)  [* * * * * * * * * *];

         (ii)  [* * * * * * * * * *]; or

        (iii)  [* * * * * * * * * *].

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        If a Major Transaction results from a series of transactions, the Major Transaction shall be deemed to have occurred on the date of the consummation of the last such transaction. For avoidance of doubt, "sale or disposition" means that, upon the completion of a transaction of any legal form (including but not limited to a sale of assets, sale of stock, merger or consolidation, or formation of joint venture), the Company no longer owns equity representing a controlling interest in the business. A sale or disposition described above shall not be considered a Major Transaction, if it is also a Change in Control and payments are made pursuant to Section 5.

        (l)    "Person" means a "person" within the meaning of Subsection (d)(i).

        (m)  "Potential Change in Control" means, except as provided in Section 3, the occurrence and continuation of any of the following conditions:

          (i)  any Person is or becomes the Beneficial Owner, directly or indirectly, of 10% or more of the outstanding common stock of the Company, unless such Person has reported or is required to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report), which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the common stock) so long as such Person neither reports nor is required to report such ownership other than as described in this paragraph; or

         (ii)  the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; or

        (iii)  any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute or result in a Change in Control; or

        (iv)  any Person commences a solicitation (as defined in Rule 14a-1 of the Exchange Act) of proxies or consents that has the purpose of effecting or would (if successful) result in a Change in Control; or

         (v)  a tender or exchange offer for at least 10% of the outstanding voting securities of the Company, made by a Person, is first published or sent or given (within the meaning of Rule 14d-2(a) of the Exchange Act).

        Termination of the Executive's Employment during or following a Potential Change in Control shall be considered to have occurred following a Change in Control to the extent provided in Section 2(c).

        (n)   "Term" means the term of this Agreement, as determined pursuant to Section 2.

        (o)   "Terminates Employment", "Terminate(s) the Executive's Employment", and "Termination of Employment" all refer to a complete termination of the employment relationship between the Company and all employers required to be aggregated with the Company pursuant to Code Section 414(b) or (c).

        2.    Term.    

        (a)   This Agreement shall commence as of January 1, 2005, and shall continue in effect through December 31, 2006; provided, however, that beginning January 1, 2007, and each January 1 thereafter, the term of this Agreement shall automatically be extended for an additional year unless, not later than March 31 of the preceding year, the Company shall have given the Executive notice that it does not wish to extend this Agreement or a Change in Control shall have occurred before such January 1; provided, however, (i) if a Change in Control shall have occurred during the term of this Agreement, this Agreement shall continue for a period of not less than 36 months after the month in which the

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Change in Control occurs, and (ii) this Agreement shall continue in effect during the pendency of a Potential Change in Control and for nine months thereafter.

        (b)   This Agreement shall be immediately terminated, and the Executive shall have no right to payment of any compensation or benefits hereunder, if he incurs a Termination of Employment before the occurrence of a Change in Control or Major Transaction; provided, however, if the Company Terminates the Executive's Employment without Cause, or the Executive Terminates Employment for Good Reason, before a Major Transaction that occurs on or before [***], and the Executive is not entitled to any payment pursuant to Section 5 or 6, the Executive's Termination of Employment shall be disregarded in determining whether he is entitled to a payment pursuant to Section 7. Nothing in this Agreement shall confer on the Executive any right to continue in the employ of the Company or interfere with or restrict in any way the rights of the Company, which are expressly reserved, to discharge the Executive at any time before a Change in Control or Major Transaction for any reason.

        (c)   Notwithstanding Subsection (b), if the Executive incurs a Termination of Employment during a Potential Change in Control or within nine months following the conclusion of a Potential Change in Control, such termination shall be deemed to be a termination after a Change in Control entitling the Executive to the severance and other benefits set out herein as if the Executive had Terminated Employment after a Change in Control.

        3.    Exception for Certain Spin-Off Transactions.    Notwithstanding the definitions in Section 1, neither a "Change in Control" nor a "Potential Change in Control" shall be deemed to have occurred by virtue of the Company entering into any agreement with respect to, the public announcement of, the approval by the Company's stockholders or directors of, or the consummation of, any transaction or series of integrated transactions (including any merger or other business combination transaction) entered into in connection with, or expressly conditioned upon the occurrence of, a spin-off (such transaction or series of integrated transactions, the "Spin-Off Transaction") immediately following which the recordholders of the common stock of the Company immediately prior to the Spin-Off Transaction continue to have substantially the same proportionate ownership in the spun-off entity as they had in the Company immediately prior to the Spin-Off Transaction; provided that such Spin-Off Transaction (including any related merger or other business combination transaction) has been approved by a vote of a majority of the Company's Continuing Directors (as defined below) then in office. For purposes of this Agreement, a "Continuing Director" shall mean any member of the Board of Directors of the Company who is a member of the Board of Directors as of the date of this Agreement and any person who subsequently becomes a member of the Board of Directors, if such person's nomination for election or election to the Board of Directors is recommended or approved by a majority of the Continuing Directors.

        4.    Relationship of Sections 5, 6, and 7.    Except as provided in this Section, the payment of benefits pursuant to Section 5, 6, or 7 shall make the Executive ineligible for benefits under any other Section of this Agreement or under the same Section of this Agreement as a result of a later Change in Control or Major Transaction. If the Executive receives benefits pursuant to Section 7, and a Change in Control occurs at least 18 months thereafter, the prior payment of benefits under Section 7 shall not make the Executive ineligible for benefits under Section 5.

        5.    Benefits Upon Termination of Employment Following a Change in Control.    

        (a)   The Executive shall be entitled to benefits under this Section, rather than under any other severance program of the Company, if he incurs a Termination of Employment under the circumstances described in this Section following a Change in Control.

        (b)   If the Company Terminates the Executive's Employment for Cause, the Company shall be obliged to pay the Executive his full base salary through his termination date at the rate in effect at the time the notice of termination is given, and the Company shall have no further obligations under this Agreement.

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        (c)   If the Company Terminates the Executive's Employment for other than Cause, or if the Executive Terminates Employment for Good Reason, then the Company shall pay to the Executive as severance pay (and without regard to the provisions of any benefit plan) in one or more payments within 30 days following the Executive's Date of Termination, the sum of the following amounts:

          (i)  any accrued and owing portion of the Executive's full base salary through the Date of Termination at a rate equal to the greater of the rate in effect immediately before the occurrence of the event(s) giving rise to the termination or the rate in effect immediately before the Change in Control; plus an amount equal to unpaid salary with respect to any vacation days accrued but not taken as of the Date of Termination;

         (ii)  a pro-rata bonus determined by multiplying the greater of (A) the Executive's target annual bonus (assuming 100% fulfillment of all elements of the formula under which such bonus would have been calculated) for the year in which the Date of Termination occurs, or (B) the average of the annual bonuses paid or payable to the Executive for the three calendar years immediately before the year in which the Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days in the year of termination up to and including the Date of Termination and the denominator of which is 365;

        (iii)  an amount equal to the product of (A) the sum of (1) the Executive's annual base salary at a rate equal to the greater of the rate in effect immediately before the occurrence of the event(s) giving rise to the notice of termination or the rate in effect immediately before the Change in Control, and (2) the greater of the Executive's target annual bonus (assuming 100% fulfillment of all elements of the formula under which such bonus would have been calculated) for the year in which the Date of Termination occurs or the average of the annual bonuses payable to the Executive for the three calendar years immediately before the year in which the Date of Termination occurs, multiplied by (B) three; and

        (iv)  in lieu of any further payments not otherwise addressed by this Agreement under any long term incentive or compensation plan of