**Exhibit 10.42**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**

 

This Executive Employment Agreement (this “Agreement”), dated as of August 13, 2004 (the “EffectiveDate”), is made by and between Constar International Inc., a Delaware corporation, having its principal offices at One Crown Way, Philadelphia, Pennsylvania 19154 (the “Company”), and Mr. William S. Rymer (the “Executive”).

 

**Recitals**

 

The Company desires to employ the Executive and the Executive desires to beemployed by the Company upon the terms and conditions set forth herein. 

 

**Agreement**

 

NOW, THEREFORE, in consideration ofthe premises and mutual covenants herein contained, and intending to be legally bound hereby, the Company and the Executive hereby agree as follows: 

 

**1. Definitions.**

 

**1.1.** “Affiliate” means any person or entity controlling, controlled by or under common control with the Company. 

 

**1.2.** “Board” means the Board of Directors of the Company.

 

**1.3.** “Cause” means (a) the Executive, incarrying out his duties under this Agreement, engages in gross misconduct or gross negligence resulting in a material adverse effect on the Company, (b) the Executive embezzles any amount of the Company’s assets, (c) the Executive is convicted(including a plea of guilty or *nolo contendere*) of a felony involving moral turpitude, (d) the Executive’s breach of any covenant contained in Section 9 below, or (e) the Executive’s willful and material failure to follow the lawfulinstructions of the Company’s Board (consistent with Section 4 below). For purposes of this Section 1.3, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by himin bad faith and without reasonable belief that his action or omission was in the best interest of the Company. Any act or omission to act by the Executive in reliance upon an opinion of counsel to the Company shall not be deemed to be willful.

 

**1.4.** “Change in Control” shall mean:

 

**1.4.1.** the acquisition after theEffective Date by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated underthe Exchange Act) of more than 30% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”); provided, however, that the following acquisitionsshall not constitute a Change in Control: (a) any acquisition, directly or indirectly by or from the Company or any subsidiary of the Company, or by any employee benefit plan 

(or related trust) sponsored or maintained by the Company or any subsidiary of the Company, (b) anyacquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, or (c) any acquisition by any corporation if, immediately following such acquisition, 70% or more of the then outstandingshares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), are beneficially owned, directly or indirectly, by allor substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the then outstanding common stock of the Company (“Common Stock”) and the Voting Securities in substantially thesame proportions, respectively, as their ownership, immediately prior to such acquisition, of the Common Stock and Voting Securities; or 

 

**1.4.2.** The occurrence after the Effective Date of a reorganization, merger or consolidation, other than a reorganization, merger orconsolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities, beneficiallyown, directly or indirectly, immediately after such reorganization, merger or consolidation, 70% or more of the then outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporationresulting from such reorganization, merger or consolidation in substantially the same proportions as their respective ownership, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities; or

 

**1.4.3.** The occurrence after theEffective Date of (a) a complete liquidation or substantial dissolution of the Company, or (b) the sale or other disposition of all or substantially all of the assets of the Company, in each case other than to a subsidiary, wholly-owned, directly orindirectly, by the Company or to a holding company of which the Company is a direct or indirect wholly owned subsidiary prior to such transaction; or 

 

**1.4.4.** During any period of twenty-four (24) consecutive months commencing upon the Effective Date, the individuals at thebeginning of any such period who constitute the Board and any new director (other than a director designated by a person or entity who has entered into an agreement with the Company or other person or entity to effect a transaction described inSections 1.4.1, 1.4.2 or 1.4.3 above) 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 atthe beginning of any such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board. 

 

Notwithstanding the above, a “Change in Control” shall not include any event, circumstance or transaction which results from theaction of any entity or group which includes, is affiliated with or is wholly or partially controlled by one or more executive officers of the Company and in which the Executive participates. 

 

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**1.5.** “Disability” means the Executive’s inability to render, for a period of sixconsecutive months, services hereunder by reason of physical or mental disability, as determined by the written medical opinion of an independent medical physician mutually acceptable to the Executive and the Company. If the Executive and theCompany cannot agree as to such an independent medical physician, each shall appoint one medical physician and those two physicians shall appoint a third physician who shall make such determination. In no event shall the Executive be considereddisabled for the purposes of this Agreement unless the Executive is deemed disabled pursuant to the Company’s long-term disability plan, if one is maintained by the Company. 

 

**1.6.** “Good Reason” means and shall be deemed to exist if, without the prior express written consent of theExecutive, (a) the Executive suffers a material change in his reporting obligations, (b) the Executive suffers a material change in the duties, responsibilities or effective authority associated with his titles and positions, as set forth anddescribed in Section 4 of this Agreement; (c) a reduction by the Company of the Executive’s “Base Salary” (as increased from time to time in accordance with Section 5.1 below) or in the other compensation and benefits (except forbenefits payable under the Company’s equity, incentive or bonus plans) below a level which is substantially equivalent in the aggregate, to those payable to the Executive hereunder, or a material adverse change in the terms or conditions onwhich any such compensation or benefits are payable as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement; (d) the Company fails to pay the accrued Executive’s compensation or toprovide for the Executive’s accrued benefits when due; (e) the Executive’s office location is moved to a location more than 30 miles from Philadelphia, Pennsylvania (excluding the initial relocation of the Company’s headquarters fromOne Crown Way and thereafter such new location shall be the point from which this relocation restriction shall be applied); or (f) the failure or refusal of the “Company’s Successor” (as defined in Section 8.2 below) to expresslyassume this Agreement in writing, and all of the duties and obligations of the Company hereunder in accordance with Section 8.2. 

 

**2.****Employment**. Subject to the terms and provisions set forth in this Agreement and specifically as provided in Section 4.1, theCompany hereby agrees that the Executive shall during the “Term of Employment” (as defined in Section 3 below) be employed as the Executive Vice President and Chief Financial Officer of the Company, and the Executive hereby accepts suchemployment. 

 

**3.****Term of Employment**. Theterm of employment under this Agreement shall commence on the Effective Date and, unless earlier terminated under Section 6 below or extended pursuant to the next sentence, shall terminate on the third anniversary of the Effective Date (the“Term of Employment”). The Term of Employment shall automatically be extended, subject to the same terms, conditions and limitations as provided herein, for an additional one year period on the first anniversary of the Effective Date andon each such anniversary date thereafter unless, not later than 180 days prior to any such anniversary, either party to this Agreement shall have given notice to the other that the Term of Employment shall not be extended or further extended beyondits then automatically extended term, if any. ****

 

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**4. Positions, Responsibilities and Duties.**

 

**4.1.****Positions**. During the Term of Employment, theExecutive shall be employed and serve as the Executive Vice President and Chief Financial Officer of the Company. In such position, the Executive shall have the duties, responsibilities and authority normally associated with the office and positionof Executive Vice President and Chief Financial Officer of a publicly-traded corporation. The Executive shall report to the Board and the chief executive officer. All other accounting, finance and treasury personnel shall report to the Executiveand/or his designees. Notwithstanding the above, the Executive shall not be required to perform any duties and responsibilities which would be likely to result in a non-compliance with or violation of any applicable law or regulation. 

 

**4.2.****Duties**. During the Term of Employment, theExecutive shall have responsibility for and authority over all accounting, finance and treasury operations of the Company and its Affiliates. Additionally, during the Term of Employment, the Executive shall devote substantially all of his businesstime, during normal business hours, to the business and affairs of the Company and the Executive shall use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities contemplated by this Agreement;provided, however, that the Executive shall be allowed, to the extent such activities do not substantially interfere with the performance by the Executive of his duties and responsibilities hereunder, to (a) manage the Executive’spersonal, financial and legal affairs, and (b) serve on corporate, civic or charitable boards or committees. 

 

**5. Compensation and Other Benefits.**

 

**5.1.****Base Salary**. During the Term of Employment, the Executive shall receive a base salary per annum payable in accordance with theCompany’s normal payroll practices of no less than US $240,000, which the Board shall review annually and may, in its sole discretion, increase (but not decrease) (“Base Salary”). 

 

**5.2.****Annual Bonus**. During the Term of Employment, theExecutive shall participate in the Company’s Annual Incentive & Management Stock Purchase Plan (the “AIMSPP”) as maintained by the Company from time to time for the benefit of senior executives. In respect of each full or partialcalendar year during the Term of Employment, the Executive shall be eligible for an annual bonus (the “Bonus”) if the Executive and/or the Company achieves performance goals established by the Board in good faith and consistent with theAIMSPP. 

 

**5.3.****Retirement and SavingsPlans**. During the Term of Employment, the Executive shall be eligible to participate in all pension, retirement, savings, 401(k) and other employee pension benefit plans, policies and programs (the “Retirement Plans”) maintained bythe Company from time to time for the benefit of senior executives and/or other employees. However, nothing in this Section 5.3 shall be construed to require the Company to establish or maintain any such Retirement Plans. 

 

**5.4.****Supplemental Executive Retirement Plan**. During theTerm of Employment, the Executive shall participate in the Company’s Supplemental Executive Retirement Plan (the “SERP”) as maintained by the Company from time to time for the benefit of senior executives. 

 

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**5.5.****Welfare Benefit Plans**. During the Term of Employment, the Executive, theExecutive’s spouse, if any, and his eligible dependents, if any, shall be eligible to participate in and be covered on the same basis as other senior executive officers of the Company under all the welfare benefit plans, policies and/orprograms maintained by the Company from time to time including, without limitation, all medical, hospitalization, dental, disability, life, accidental death and dismemberment and travel accident insurance plans, policies and/or programs (the“Welfare Plans”). However, nothing in this Section 5.5 shall be construed to require the Company to establish or maintain any such Welfare Plans. The Welfare Plans and the Retirement Plans are sometimes referred to collectively herein asthe “Benefit Plans.” 

 

**5.6.****ExpenseReimbursement**. During and in respect of the Term of Employment, the Executive shall be entitled to receive prompt reimbursement for expenses incurred by the Executive in performing his duties and responsibilities hereunder in accordance withthe Company’s policy for senior executives of the Company. 

 

**5.7.****Vacation and Fringe Benefits**. During the Term of Employment, the Executive shall be entitled to at least four weeks paid vacation each calendar year, plus paid time off due to illness or personal reasons inaccordance, in all such cases, with Company policy. 

 

**5.8.****Equity Compensation**. During the Term of Employment, the Executive shall be eligible to participate in and receive awards under the Company’s 2002 Stock-Based Incentive Compensation Plan, and any otherequity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives. 

 

**6.****Termination.**Upon the occurrence of any termination of the Executive’s employment as chief financial officer, the Executiveshall and shall be deemed to immediately resign from membership on the Board, if applicable, and from any committees thereof (and the Executive shall promptly tender to the Board a written resignation letter effecting the foregoing). 

 

**6.1.****Termination Due to Death**. In the event of theExecutive’s death, the Executive’s estate or his legal representative, as the case may be, shall be entitled to: (a) any Base Salary earned but unpaid as of the date of death and Base Salary continuation through the end of the month inwhich the Executive’s death occurs; (b) a pro-rata payment for the year of the Executive’s death equal to the “target” Bonus plus the matching incentive under the AIMSPP (the “Total Award”) for such year multiplied by afraction, the numerator which is the number of days transpired in the calendar year up to and including the date of the death of the Executive, and the denominator of which is 365; (c) immediate payment of any unpaid expense reimbursements, deferredcompensation and unused accrued vacation days through the date of the Executive’s death; and (d) any other payments and/or benefits which the Executive, the Executive’s estate or the Executive’s legal representative is entitled toreceive under any of the Benefit Plans, the AIMSPP, the SERP or otherwise in accordance with the terms of such plan or arrangement. 

 

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**6.2.****Termination Due to the Executive’s Disability**. Upon 30 days prior writtennotice to the Executive, the Company may terminate the Executive’s employment hereunder due to Disability. In such event, the Executive or his legal representative, as the case may be, shall be entitled to: (a) any Base Salary earned but unpaidas of the date of the Executive’s termination due to Disability and Base Salary continuation through the end of the month in which such termination occurs; (b) a pro-rata payment for the year of termination equal to the Total Award under theAIMSPP for such year multiplied by a fraction, the numerator of which is the number of days transpired in the calendar year up to and including the date on which the Executive is terminated by the Company due to Disability, and the denominator ofwhich is 365; (c) immediate payment of any unpaid expense reimbursements, deferred compensation and unused accrued vacation days through the date of termination; and (d) any other payments and/or benefits which the Executive or the Executive’slegal representative is entitled to receive under any of the Benefit Plans, the AIMSPP, the SERP or otherwise in accordance with the terms of such plan or arrangement. 

 

**6.3.****Termination Without Cause or by the Executive for Good Reason Prior to Change in Control**. Prior toa Change in Control and upon 30 days prior written notice to the Executive, the Company may terminate the Executive’s employment hereunder without Cause. Prior to a Change in Control and upon 30 days prior written notice to the Company theExecutive may terminate his employment hereunder with the Company for Good Reason. In either such event (unless the Executive has incurred a termination under Section 6.1 or 6.2 above), the Executive shall be entitled to, upon execution andeffectiveness of a general release in substantially the form attached as exhibit “A” and upon resignation by the Executive from his position, if any, on the Board: (a) (i) Base Salary earned but unpaid as of the date of theExecutive’s termination, (ii) Base Salary continuation for twenty-four months, and (iii) payment of two times the Total Award under the AIMSPP for the year in which any termination occurs paid in 24 substantially equal payments over the BaseSalary continuation period; (b) continuation of medical benefits in effect as of the date of termination for a period of two years following the date of termination at the Company’s sole expense and following the expiration of this coverageperiod, COBRA continuation coverage under the Company’s medical plan for 18 months in accordance with applicable law at the Executive’s sole expense provided that the Executive is not enrolled in another group health plan; (c) immediatepayment of any unpaid expense reimbursements, deferred compensation and unused accrued vacation days through the date of termination; and (d) any other payments and/or benefits which the Executive is entitled to receive under any of the BenefitPlans, the AIMSPP, the SERP or otherwise in accordance with the terms of such plan or agreement. In the event the Executive intends to terminate his employment with the Company for Good Reason such prior written notice shall specify the particularact or acts, or failure to act, which is or are the basis for the Executive’s decision to so terminate his employment for Good Reason. The Company shall be given 30 days after such notice to correct such act or failure to act. Upon failure ofthe Company, with such 30 day period, to correct such act or failure to act, the Executive may proceed to terminate his employment with the Company.****

 

In the event that a Change in Control occurs within six months following the Executive’s termination of employment under this Section 6.3, the Executive shall beentitled to receive the additional payments and benefits to which he would be entitled had his employment terminated following a Change in Control under Section 6.4 below. 

 

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**6.4.****Termination Without Cause or by the Executive for Good Reason After a Change inControl.**After a Change in Control and upon 30 days prior written notice to the Executive, the Company may terminate the Executive’s employment hereunder without Cause. After a Change in Control and upon 30 days prior written notice tothe Company, the Executive may terminate his employment hereunder with the Company for Good Reason. In either such event (unless the Executive has incurred a termination under Section 6.1 or 6.2 above), the Executive shall be entitled to, uponexecution and effectiveness of a general release in substantially the form attached as exhibit “A” and upon resignation by the Executive from his position, if any, on the Board: (a) (i) Base Salary earned but unpaid as of the date of theExecutive’s termination, (ii) a lump sum payment equal to three times Base Salary plus three times the Total Award under the AIMSPP for the year in which any such termination occurs; (b) continuation of medical benefits in effect as of the dateof termination for a period of three years following the date of termination at the Company’s sole expense and following the expiration of this coverage period, COBRA continuation coverage under the Company’s medical plan for 18 months inaccordance with applicable law at the Executive’s sole expense provided that the Executive is not enrolled in another group health plan; (c) immediate payment of any unpaid expense reimbursements, deferred compensation and unused accruedvacation days through the date of termination; and (d) any other payments and/or benefits to which the Executive is entitled to receive under any of the Benefit Plans, the AIMSPP, the SERP or otherwise in accordance with the terms of such plan orarrangement. 

 

**6.5.****Termination For Cause**.Subject to the provisions of this Section 6.5, the Company may terminate the Executive’s employment for Cause. In such event, the Executive shall be entitled to: (a) any Base Salary earned but unpaid through the date of termination; (b)immediate payment of any unpaid expense reimbursements, deferred compensation and unused accrued vacation days through the date of termination; and (c) any other payments and/or benefits to which the Executive is entitled to receive under any of theBenefit Plans, the AIMSPP, the SERP or otherwise in accordance with the terms of such plan or arrangement. In any case described in this Section 6.5, the Executive shall be given written notice authorized by a vote of at least a majority of themembers of the Board that the Company intends to terminate the Executive’s employment for Cause. Such written notice shall specify the particular act or acts, or failure to act, which is or are the basis for the decision to so terminate theExecutive’s employment for Cause. Executive shall be given 30 days after such notice to cure such act or failure to act to the satisfaction of the Board. Upon failure of the Executive, within such 30 day period, to correct such act or failureto act, the Executive shall be deemed terminated for Cause. 

 

**6.6.****Termination Without Good Reason**. Upon 30 days prior written notice to the Company, the Executive shall have the right to terminate his employment hereunder without Good Reason or any reason at all. In such event,the Executive shall be entitled to: (a) any Base Salary earned but unpaid through the date of termination; (b) immediate payment of any unpaid expense reimbursements, deferred compensation and unused accrued vacation days through the date oftermination; and (c) any other payments and/or benefits to which the Executive is entitled to receive under any of the Benefit Plans, the AIMSPP, the SERP or otherwise in accordance with the terms of such plan or arrangement. 

 

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**6.7.****Certain Other Payments**. If the Executive is liable for the payment of anyexcise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, the Company shallpay the Executive an amount (the “Special Reimbursement”) which, after payment to the Executive (or on the Executive’s behalf) of any federal, state and local taxes, including, without limitation, any further excise tax under saidSection 4999, with respect to or resulting from the Special Reimbursement, equals the net amount of the Basic Excise Tax. The Special Reimbursement shall be paid as soon as practicable after it is determined by the Company or the Executive andreviewed for accuracy by the Company’s certified public accountants. 

 

**7.****Non-exclusivity of Rights**. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan, policy orprogram provided or maintained by the Company and/or any Affiliate and for which the Executive may qualify, nor shall anything herein limit or otherwise prejudice such rights as the Executive may have under any other existing or future agreementswith the Company and/or any Affiliate, including, without limitation, any stock option agreements or plans. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plans or programs of the Company and/orany Affiliate at or subsequent to the date of termination shall be payable in accordance with such plans or programs. Notwithstanding the above, the Company shall be under no obligation to establish or maintain any such plan, policy or program.

 

**8. Successors.**

 

**8.1.****The Executive**. This Agreement is personal to theExecutive and, without the prior express written consent of the Company, shall not be assignable by the Executive, except that the Executive’s rights to receive any compensation or benefits under this Agreement may be transferred or disposed ofpursuant to testamentary disposition, intestate succession or pursuant to a domestic relations order. This Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, beneficiaries and/or legal representatives.

 

**8.2.****The Company**. This Agreement shallinure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company shall require any successor to all or substantially all of its business and/or assets, whether direct or indirect, by purchase, merger,consolidation, acquisition of stock, or otherwise (the “Company’s Successor”), by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent as the Company would be required to perform if no such succession had taken place. 

 

**9. Restrictive Covenants.**

 

**9.1. Non-Solicitation.** If the Executive’s employment with the Company terminates for any reason, the Executive**,**for the greater of twelve months after any such termination or the periodduring which the Executive receives Base Salary continuation after any such termination (for these purposes, the Executive shall be deemed to receive Base Salary continuation for three years if he has incurred a termination of service under Section6.4), shall 

 

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not (except on the Company’s behalf), directly or indirectly, on his own behalf or on behalf of any other person,firm, partnership, corporation or other entity, (a) solicit or service the business of any of the Company’s or its Affiliates’ clients, any of the Company’s or its Affiliates’ former clients which were clients within twelvemonths prior to the termination of his employment or any of the prospective clients which were being actively solicited by the Company or its Affiliates at the time of the termination of his employment or (b) attempt to cause or induce any employeeof the Company or its Affiliates to leave the Company or the Affiliate. 

 

**9.2.****Non-Competition**. If the Executive’s employment with the Company terminates for any reason, except by non-renewal of this Agreement by the Company for reason other than for Cause, the Executive, for the greaterof: twelve months after any such termination or the period during which the Executive receives Base Salary continuation after any such termination (for these purposes, the Executive shall be deemed to receive Base Salary continuation for three yearsif he has incurred a termination of service under Section 6.4), shall not, directly or indirectly, within or with respect to the United States of America engage, without the consent of the Company, in any business or activity, whether as anemployee, consultant, partner, principal, agent, representative, stockholder or in any other capacity, or render any services or provide any advice to any business, activity, person or entity which competes with any PET packaging business;provided, however, that the Executive’s ownership of not more than 5% of the stock of any publicly-traded corporation shall not be a violation of this Section 9.2. By agreeing to this contractual modification prospectively at thistime, the parties intend to make this provision enforceable under the law(s) of all applicable states so that the entire agreement not to compete and/or this Agreement as prospectively modified shall remain in full force and effect and shall not berendered void or illegal. Such modifications shall not affect the payments made to the Executive under this Agreement. The Executive acknowledges that his skills are such that he can be gainfully employed in noncompetitive employment and that theagreement not to compete will in no way prevent him from earning a living. The Executive understands and agrees that the rights and obligations set forth in this Section 9.2 shall extend beyond the Term of Employment. 

 

**9.3.****Confidentiality**. The Executive shall not, duringthe Term of Employment and at any time thereafter, without the prior express written consent of the Company, directly or indirectly divulge, disclose or make available or accessible any Confidential Information (as defined below) to any person,firm, partnership, corporation, trust or any other entity or third party (other than when required to do so in good faith to perform the Executive’s duties and responsibilities under this Agreement or when (a) required to do so by a lawfulorder of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power, or (b) necessary to prosecute the Executive’s rights against the Company or its Affiliates’ or to defend himself againstany allegations). In addition, the Executive shall not create any derivative work or other product based on or resulting from any Confidential Information (except in the good faith performance of his duties under this Agreement). The Executive shallalso proffer to the Board’s designee, no later than the effective date of any termination of his employment with the Company for any reason, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or othermedia, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in the Executive’s actual or constructivepossession or which are subject to his control at such 

 

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time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting thebusiness and activities of the Company, or any Affiliate of the Company, including, without limitation, the terms and provisions of this Agreement, the clients, customers, suppliers, employees, consultants, computer or other files, projects,products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, data gatheringmethods and/or strategies of the Company or any Affiliate. Notwithstanding the immediately preceding sentence, Confidential Information shall not include any information that is, or becomes, generally available to the public (unless suchavailability occurs as a result of the Executive’s breach of any portion of this Section 9.3). 

 

**9.4.****Ownership of Inventions**. Each Invention (as defined below) made, conceived or first actually reduced to practice by theExecutive, whether alone or jointly with others, during the term of Executive’s employment with the Company and each Invention made, conceived or first actually reduced to practice by the Executive, whether alone or jointly with others, withinone year after the termination of Executive’s employment with the Company which relates in any way to work performed for the Company during the term of Executive’s employment, shall be promptly disclosed in writing to the Board. Suchreport shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the invention pertains, a clear understanding of the nature, purpose, operations, and, to theextent known, the physical, chemical, biological or other characteristics of the Invention. As used in this Agreement, “Invention” means any invention, discovery or innovation with regard to any facet of the Company’s business whetheror not patentable, made, conceived, or first actually reduced to practice by Executive, alone or jointly with others, in the course of, in connection with, or as a result of service as an employee of the Company, including any art, method, process,machine, manufacture, design or composition of matter, or any improvement thereof. Each Invention, as herein defined, shall be the sole and exclusive property of the Company. The Executive agrees to execute an assignment to the Company or itsnominee of the Executive’s entire right, title and interest in and to any Invention, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that theExecutive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Invention. The Executive further agrees, whether or not theExecutive is then an employee of the Company, to cooperate to the extent and in the manner reasonably requested by the Company in the prosecution or defense of any claim involving a patent covering any Invention or any litigation or other claim orproceeding involving any Invention covered by this Agreement, but all expenses thereof shall be paid by the Company. 

 

**9.5. Injunctive Relief**. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparablyharmed, if the Executive breaches or threatens to breach any of the provisions of this Section 9 of this Agreement. The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatenedbreach of this Section 9, and to specific performance of each of the terms of such Section in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that he shall not, in any equity proceedingrelating to the enforcement of the terms of this Section 9, raise the defense that the Company has an adequate remedy at law. 

 

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**9.6.****Special Severability**. The terms and provisions of this Section 9 are intendedto be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is theintention of the parties to this Agreement that the potential restrictions on the Executive’s future employment imposed by this Section 9 be reasonable in both duration and geographic scope and in all other respects. If for any reason any courtof competent jurisdiction shall find any provisions of this Section 9 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to thefullest extent allowed under applicable law in such jurisdiction. 

 

**10. Miscellaneous.**

 

**10.1.Applicable Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear beforeand submit exclusively to the jurisdiction of the state and federal courts located within Philadelphia, Pennsylvania with respect to any controversy, dispute, or claim arising out of or relating to this Agreement. The Executive further agrees thatthe Company may serve him with judicial process via registered or certified mail and that the Chief Executive Officer of the Company shall at all times be the Executive’s agent for service of judicial process, and the Executive hereby appointsthe Chief Executive Officer of the Company as the Executive’s agent for that and any other related purpose. 

 

**10.2. Full Settlement**. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment ortake any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive mayreasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement. 

 

**10.3.****Amendments**. This Agreement may not be amended ormodified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. 

 

**10.4.****Mutual Intent**. Both parties participated in the drafting of the Agreement, and the language used in this Agreement is thelanguage chosen by the Executive and the Company to express their mutual intent. Both the Executive and the Company agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, nopresumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity. 

 

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**10.5. Notices**. All notices and other communications hereunder shall be in writing and shallbe given by hand-delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 

 

To the Company:
  Chairman of the Compensation Committee   Constar International Inc.   One Crown Way   Philadelphia, PA 19154
and to
  Chief Executive Officer   Constar International Inc.   One Crown Way   Philadelphia, PA 19154
With a copy to Company’s
   
counsel at:
  William G. Lawlor, Esq.   Dechert LLP   4000 Bell Atlantic Tower   1717 Arch Street   Philadelphia, PA 19103
To the Executive:
  William S. Rymer   6 Orchard Way   Yardley PA, 19067
 

or to such other address as any partyshall have furnished to the others in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee. 

 

**10.6.****Withholding**. The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxesto the extent the same required to be withheld pursuant to any applicable law or regulation. 

 

**10.7.****Severability**. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 

 

**10.8.****Captions**. The captions of this Agreement are notpart of the provisions hereof and shall have no force or effect. 

 

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**10.9. Counterparts.**This Agreement may be executed in one or more counterparts each ofwhich shall be deemed an original instrument, but all of which together shall constitute but one and the same Agreement. 

 

**10.10.****Beneficiaries/References**. The Executive shall be entitled to select (and change) a beneficiary or beneficiaries to receive anycompensation or benefit payable hereunder following the Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of hisincompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). 

 

**10.11.****Entire Agreement**. This Agreement contains the entire agreement between the parties concerningthe subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto. 

 

**10.12. Representations**. 

 

**10.12.1.**Awards. The Company represents andwarrants to the Executive that all shares issued pursuant to any equity award granted to the Executive by the Company, upon issuance to the Executive, will be duly authorized, fully paid and non-assessable. A sufficient number of shares for eachsuch equity award will be properly reserved. 

 

**10.12.2.**Authorization. The Company represents and warrants to the Executive that this Agreement will be authorized by all necessary action of the Company and will be the binding agreement of the Company, enforceable againstit in accordance with the terms thereof. The Company is not prevented from entering into or performing this Agreement by any law, order, rule or regulation, its certificate of incorporation, bylaws or any agreement to which it is a party.

 

**10.12.3.**Duties of the EmployeeThe Executive represents and warrants that the performance by Executive of the Executive’s duties and obligations under this Agreement will not violate any agreement between the Executive and any other person, firm, partnership, corporation orother organization. 

 

**10.13. Survivorship**. Therespective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s Term of Employment hereunder for any reason to the extent necessary to the intended provision of such rights and theintended performance of such obligations. 

 

**10.14. AllPrior Agreements Terminated.** This Agreement terminates the prior Change in Control Agreement between the Company and the Executive entered into September 17, 2003. 

 

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**IN WITNESS WHEREOF**, the Executive has hereunto set the Executive’s hand and the Company hascaused this Agreement to be executed in its name on its behalf, all as of the day and year first above written. 

 

Constar International Inc.

By:
 
/s/ Michael Hoffman
  
William S. Rymer
    
William S. Rymer

 

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**EXHIBIT A**

 

**General Release**

 

IN CONSIDERATION OF the payment of $10.00, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and inconsideration of the terms and conditions contained in the Executive Employment Agreement, dated as of August 9, 2004, (the “Employment Agreement”) by and between William S. Rymer (the “Executive”) and Constar International Inc.(the “Company”), the Executive on behalf of himself and his heirs, executors, administrators, and assigns, releases and discharges the Company and its past present and future subsidiaries, divisions, affiliates and parents (includingwithout limitation to the foregoing Crown Cork & Seal Company, Inc.), and their respective current and former officers, directors, employees, agents, and/or owners, and their respective successors, and assigns and any other person or entityclaimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities (the “Released Parties”) from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants,contracts, agreements, judgments, charges, claims, and demands whatsoever (“Losses”) which the Executive and his heirs, executors, administrators, and assigns have, had, or may hereafter have, against the Released Parties or any of themarising out of or by reason of any cause, matter, or thing whatsoever from the beginning of the world to the date hereof, including without limitation, any and all matters relating to the Executive’s employment by the Company and the cessationthereof, and any and all matters arising under any federal, state, or local statute, rule, or regulation, or principle of contract law or common law, including but not limited to, the Family and Medical Leave Act of 1993, asamended,29 U.S.C. §§ 2601 etseq., Title VII of the Civil Rights Act of 1964, asamended, 42 U.S.C. §§ 2000 etseq., the Age Discrimination in Employment Act of 1967, asamended, 29U.S.C. §§ 621 etseq. (the “ADEA”), the Americans with Disabilities Act of 1990, asamended, 42 U.S.C. §§ 12101 etseq., the Worker Adjustment and Retraining Notification Act of1988, asamended, 29 U.S.C. §§2101 etseq., the Employee Retirement Income Security Act of 1974, asamended, 29 U.S.C. §§ 1001 etseq., the Pennsylvania Human Relations Act,asamended, 43 P.S. §§ 955 et. seq., and any other equivalent or similar federal, state, or local statute; provided, however, that the Executive does not release or discharge the Released Parties from any of theCompany’s obligations to him under the Employment Agreement or Losses arising under the ADEA which arise after the date on which the Executive executes this general release. It is understood that nothing in this general release is to beconstrued as an admission on behalf of the Released Parties of any wrongdoing with respect to the Executive, any such wrongdoing being expressly denied. 

 

The Executive represents and warrants that he fully understands the terms of this general release, that he has been encouraged to seek, and has sought,the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwiseprovided herein, the Executive understands that as a result of executing this general release, he will not have the right to assert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of hisrights in connection with his employment or otherwise. 

 

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The Executive further represents and warrants that he has not filed, and will not initiate, or cause tobe initiated on his behalf any complaint, charge, claim, or proceeding against any of the Released Parties before any federal, state, or local agency, court, or other body relating to any claims barred or released in this General Release thereof,and will not voluntarily participate in such a proceeding. However, nothing in this general release shall preclude or prevent the Executive from filing a claim, which challenges the validity of this general release solely with respect to theExecutive’s waiver of any Losses arising under the ADEA. The Executive shall not accept any relief obtained on his behalf by any government agency, private party, class, or otherwise with respect to any claims covered by this General Release.

 

The Executive may take twenty-one (21) days to considerwhether to execute this General Release. Upon the Executive’s execution of this general release, the Executive will have seven (7) days after such execution in which he may revoke such execution. In the event of revocation, the Executive mustpresent written notice of such revocation to the Company’s Chief Executive Officer. If seven (7) days pass without receipt of such notice of revocation, this General Release shall become binding and effective on the eighth (8th) day after theexecution hereof (the “Effective Date’). 

 

INTENDING TO BE LEGALLY BOUND, I hereby set my hand below: 

 

 

William S. Rymer

Dated:
 
 

 

State of
 
 
  
)
   
County of
   
)
  
ss.

 

On this             day of                      in the year200     before me, the undersigned, personally appeared William S. Rymer, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument,and acknowledged to me that he executed the same in his capacity as an individual, and that by his signature on the instrument he executed such instrument, and that such individual made such appearance before the undersigned. 

 

 

 

Notary Public

 

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