Key Employee Retention Plan

EXHIBIT 10.14


GENTEK INC.


KEY EMPLOYEE RETENTION PLAN
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PRELIMINARY STATEMENTS


A. GenTek Inc. (the "Company") is a Delaware corporation.


B. On October 11, 2002 (the "Petition Date"), the Company and
certain of its direct and indirect subsidiaries (collectively,
the "Debtors") filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court").


C. The purpose of the Company's Key Employee Retention Plan is to
retain key employees of the Debtors by providing them with
competitive compensation, including, without limitation,
severance protection and meaningful incentives for continued
service.


ARTICLE I


DEFINITIONS AND INTERPRETATIONS
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Section 1.01 Definitions. Capitalized terms used in this Plan shall have the following respective meanings, except as otherwise provided or as the context shall otherwise require:


"ADMINISTRATIVE AGENT" shall mean the administrative agent for
the pre-petition secured lenders.


"ANNUAL SALARY" shall mean the base salary paid to a
Participant on an annual basis exclusive of any bonus payments or
additional payments under any Benefit Plan.


"BENEFICIAL OWNER" shall have the meaning set forth in Rule
13d-3 under the Securities Exchange Act of 1934.


"BENEFIT PLAN" shall mean any "employee benefit plan"
(including any employee benefit plan within the meaning of Section 3(3)
of ERISA), program, arrangement or practice maintained, sponsored or
provided by the Company or any Debtor, including those relating to
compensation, bonuses, profit-sharing, stock option, or other stock
related rights or other forms of incentive or deferred compensation,
vacation benefits, insurance coverage (including any self-insured
arrangements) health or medical benefits, disability benefits, workers'
compensation, supplemental unemployment benefits, severance benefits
and post-employment or retirement benefits (including compensation,
pension, health, medical or life insurance or other benefits).


"BOARD" means the Board of Directors of the Company.


"BONUS PARTICIPANT" means each Existing Participant listed on
Schedule B, as such schedule may be amended in accordance with Section
2.01, and each other individual designated in accordance with Section
2.01 as a Bonus Participant in the Discretionary Bonus Pool, who in
each case has received a Retention Bonus Notice.


"BUSINESS SEGMENT" means a business unit of the Company or any
of the Debtors. The determination of what constitutes a "business unit"
shall be made, in each case, by the Board.


"CAUSE" means (a) the continued failure by the Participant
substantially to perform his or her duties and obligations to any
Debtor (other than any such failure resulting from his or her
incapacity due to physical or mental illness), including, without
limitation, repeated refusal to follow the reasonable directions of his
or her employer, knowing violation of the law in the course of
performance of the duties of Participant's employment with any Debtor,
repeated absences from work without a reasonable excuse, or
intoxication with alcohol or illegal drugs while on any Debtor's
premises during regular business hours; (b) fraud or material
dishonesty against any Debtor; (c) a conviction or plea of guilty or
NOLO CONTENDERE to the commission of a felony or a crime involving
material dishonesty or moral turpitude; or (d) willful malfeasance or
misconduct in connection with a Participant's duties hereunder or any
act or omission that is results in demonstrable injury to the financial
condition or business reputation of the Company or its affiliates.
Determination of Cause shall be made by the Compensation Committee in
its sole discretion.


"CHANGE OF CONTROL" shall mean the first to occur of the
following:


(i) any Person, (A) who is not a Beneficial Owner,
directly or indirectly, of voting securities of the Company as of the
Emergence Date, is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 35% or more of
the combined voting power of the Company's then outstanding securities
or (B) who is a Beneficial Owner, directly or indirectly, of voting
securities of the Company as of the Emergence Date, is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the
Company's then outstanding securities, excluding in both (A) and (B)
any Person who becomes such a Beneficial Owner in connection with a
transaction described in subclause (x) of clause (iii) below; or


(ii) the following individuals cease for any reason
to constitute a majority of the number of directors then serving:
individuals who, on the Effective Date, constitute the Board and any
new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the


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election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's stockholders was
approved or recommended by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was
previously so approved or recommended; provided that no change in the
Board arising from a provision of the Plan of Reorganization (or the
consummation thereof) shall be deemed a Change of Control solely by
reason of this paragraph (ii); or


(iii) there is consummated a merger or consolidation
of the Company or any direct or indirect subsidiary of the Company with
any other corporation, other than (x) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation (1) continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, at least 50% of the combined voting power of
the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation and
(2) continuing to be held by holders thereof immediately prior to such
merger or consolidation, or (y) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in
which no Person (A) who is not a Beneficial Owner, directly or
indirectly, of voting securities of the Company as of the Emergence
Date, is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 35% or more of the combined
voting power of the Company's then outstanding securities or (B) who is
a Beneficial Owner, directly or indirectly, of voting securities of the
Company as of the Emergence Date, is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing more
than 50% of the combined voting power of the Company's then outstanding
securities; or


(iv) the stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 65% of the combined voting power of the
voting securities of which is owned by substantially all of the
stockholders of the Company immediately prior to such sale in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.


For the avoidance of doubt, the consummation
of a Plan of Reorganization and the transactions contemplated thereby
shall not be deemed a Change of Control.


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"CODE" shall mean the Internal Revenue Code of 1986, as
amended. Reference in this Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such
section and any regulations under such section.


"COMPENSATION COMMITTEE" shall mean the Compensation Committee
of the Board.


"DEBTORS" shall have the meaning set forth in the Preliminary
Statements to this Plan.


"DISABILITY" shall mean, when used with reference to any
Participant, long term disability under the applicable long term
disability plan maintained by any of the Debtors under which the
Participant is covered.


"DISCRETIONARY BONUS POOL" shall have the meaning set forth in
Section 3.04.


"EFFECTIVE DATE" shall mean the date the Plan is approved by
the appropriate court in accordance with Section 7.15.


"EMERGENCE DATE" shall mean the effective date of a Plan of
Reorganization.


"ENHANCED SEVERANCE PARTICIPANT" shall mean each of the
Participants listed on Schedule D.


"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended, and the rules and regulations promulgated
thereunder.


"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.


"EXISTING PARTICIPANT" shall mean any Participant who is a
Bonus Participant, Severance Participant, an Enhanced Severance
Participant and/or a SERP Participant, each of whom is listed on
Schedule A attached hereto.


"EXISTING BONUS RETENTION PLAN" shall mean the April 2002
GenTek Inc. Key Employee Retention Plan as established by the Company
in April 2002.


"GOOD REASON" shall mean, when used with reference to any
Participant, any of the following actions or failures to act, but in
each case only if it occurs while such Participant is employed by any
Debtor and then only if it is not consented to by such Participant in
writing:


(i) a material adverse change in such Participant's
reporting responsibilities, titles or elected or
appointed offices as in effect immediately prior to
the effective date of such change;


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(ii) a material reduction by the Company in such
Participant's base salary and bonus opportunity in
effect immediately prior to the effective date of
such reduction, not including any reduction resulting
from changes in the market value of securities or
other instruments paid or payable to Participant; or


(iii) any change of more than 50 miles in the location of
the principal place of employment of such Participant
immediately prior to the effective date of such
change.


For purposes of this definition, none of the actions described
in clauses (i) and (ii) above shall constitute "Good Reason"
with respect to any Participant if it was an isolated and
inadvertent action not taken in bad faith by the Company and
if it is remedied by the Company within 30 days after receipt
of written notice thereof given by such Participant (or, if
the matter is not capable of remedy within 30 days, then
within a reasonable period of time following such 30 day
period, provided that the Company has commenced such remedy
within said 30 day period); provided that "Good Reason" shall
cease to exist for any action described in clauses (i) through
(iii) above on the 60th day following the later of the
occurrence of such action or the Participant's knowledge
thereof, unless such Participant has given the Company written
notice thereof prior to such date.


"PARTICIPANTS" shall mean those Existing Participants and
those employees of the Company or any of the Debtors who are from time
to time designated as Participants in accordance with Section 2.01(b);
provided, however, that in the event that, subsequent to the Effective
Date, a Participant learns that he or she is to receive compensation
for his or her services from Latona Associates Inc. (or any of its
affiliates other than the Company and its subsidiaries), then as a
condition to such Participant's continued participation in this Plan,
such Participant shall provide written notice of such payment at least
10 days in advance of the scheduled date of receipt of such payment to
(i) the Board and the Administrative Agent, if such payment is made
prior to the Emergence Date or (ii) to the Board, if such payment is
made on or after the Emergence Date. Upon receipt of such notice, the
Board shall have the right to terminate such Participant's
participation in the Plan contingent upon Participant accepting such
payment from Latona Associates Inc. (or any of its affiliates other
than the Company and its subsidiaries); provided that the Board
notifies the Participant of the Board's intention to so terminate such
Participant's participation in the Plan at least one day prior to the
date that payment from Latona Associates, Inc. is otherwise scheduled
to be received by the Participant as set forth in the written notice to
the Board. Nothing contained herein shall prevent a Participant from
continuing to hold (or receiving a return on) any investments in
relation to Latona Associates Inc. or its affiliates without such
notice or termination rights.


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"PERSON" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, (iv) a corporation owned,
directly or indirectly, by substantially all of the stockholders of the
Company in substantially the same proportions as their ownership of
stock of the Company or (v) Paul Montrone (or any transferee by reason
of operation of a will or laws of descent or distribution or any
representative or guardian by reason of legal incapacity or
disability), or any member of his immediate family or one or more
trusts for the benefit of Mr. Montrone or his immediate family members
or partnerships in which Mr. Montrone and such family members are the
only partners.


"PLAN" shall mean this GenTek Inc. Key Employee Retention
Plan, as amended, supplemented or modified from time to time in
accordance with its terms.


"PLAN OF REORGANIZATION" shall mean a plan of reorganization
pursuant to Chapter 11 of the United States Bankruptcy Code in any of
the Debtors' Chapter 11 cases.


"RETENTION BONUS" means the aggregate bonus paid to the Bonus
Participants as more fully described in Article III.


"RETENTION BONUS NOTICE" means a written notice in a form
prescribed by the Compensation Committee which sets forth a Bonus
Participant's Retention Bonus, as more fully described in Section 3.01.


"SALE OF A BUSINESS SEGMENT" means the sale of all or
substantially all of the assets of a Business Segment.


"SERP PARTICIPANT" shall mean each of the Participants listed
on Schedule E.


"SEVERANCE PARTICIPANT" shall mean each of the Participants
listed on Schedule C.


"SEVERANCE PAYMENT" shall have the meaning set forth in
Article IV.


"SUCCESSOR" shall mean (i) with respect to all Participants, a
successor to all or substantially all of the business, operations or
assets of the Company, (ii) with respect to any Participant as to whom
a Change of Control is deemed to have occurred pursuant to clause (i)
of the definition of Change of Control, the Person who becomes
Beneficial Owner of the requisite percentage of capital securities of
the Company as set forth in such clause (i), and (iii) with respect to
a Participant employed in a Business Segment, upon a sale of a Business
Segment, the buyer of such Business Segment.


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"TERMINATION DATE" shall mean, with respect to any
Participant, the termination date specified in the Termination Notice
delivered by such Participant to the Company in accordance with Section
2.02 or the actual date of termination of such Participant's employment
by the Company for any reason other than Cause or Disability, as
applicable.


"TERMIN ...