**Exhibit 10.6****NOTIONAL UNIT AWARD GRANT AGREEMENT**THIS NOTIONAL UNIT AWARD GRANT AGREEMENT (this *“Agreement”),*made as of the 24th day ofOctober, 2005 between KRATON Polymers LLC (the *“Company”)*and Raymond Guba (the *“Participant’).*WHEREAS, pursuant to Section 4.02 of the Second Amended and Restated Limited Liability CompanyOperating Agreement of TJ Chemical Holdings LLC (the *“TJ Chemical Operating Agreement”),*each ofthe Voting Members of TJ Chemical Holdings LLC *(“TJ Chemical’)*has approved the grant of a NotionalUnit award with a current notional value of $150,000 to the Participant pursuant to his employmentagreement with the Company, dated October 24, 2005 (the*“Employment Agreement”);*NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth,the parties hereto hereby agree as follows:1. ***Grant of a Notional Unit Award.***Pursuant to, and subject to, the terms and conditions set forthherein, the Company hereby grants to the Participant an award (the *“Award”)*of Notional Units*(“Notional Units”)*with a current notional value of $150,000 based on the value of membershipunit(s) of TJ Chemical. Each Notional Unit will be the equivalent of one notional membership unitof TJ Chemical.2. ***Grant Date.***The Grant Date of the Award hereby granted is September 29, 2005.3. ***No Beneficial Ownership****.*The Participant shall not have any beneficial ownership in thenotional membership units underlying the Notional Units and the grant of Notional Units shallrepresent an unsecured promise to deliver membership units of TJ Chemical (either directly orthrough membership units of KRATON Management LLC *(“Management LLC’))*on a future date.4. ***Vesting Date.***The Award shall vest as follows: Twenty percent of the Notional Units shallvest on each of the first five anniversaries of the Effective Date (as defined in the EmploymentAgreement), provided that the Participant remains employed with the Company through the applicablevesting date. Except as provided in the next succeeding sentence, upon termination of employmentfor any reason all unvested Notional Units shall immediately and automatically be forfeited. In theevent of a Change in Control (as defined in the *TJ*Chemical 2004 Option Plan), if the Participant’semployment is terminated without Cause or for Good Reason (as those terms are defined in theEmployment Agreement) during the two-year period immediately following the date of the Change inControl, all unvested Notional. Units shall become immediately vested.5. ***Distribution of Membership Units.***Distribution of membership units representing the portion ofvested Notional Units shall occur as soon as practicable after the earlier of a Change in Controlor termination of the Participant’s employment, provided that following a Change in Control,unvested Notional Units shall remain outstanding and continue to vest as provided above until theParticipant’s employment terminates.6. ***Limitations on Transfer of Membership Units; Termination of Employment.***The Participantacknowledges that upon becoming a member of TJ Chemical or Management LLC, as applicable, theParticipant will be subject to all the terms and conditions provided in the TJ Chemical OperatingAgreement or the Limited Liability Company Operating Agreement of KRA TON Management LLC, asamended from time to time (the *“Management LLC Operating Agreement”),*(collectively, the
 

 
*“Operating Agreements”*and each an *“Operating Agreement”),*as applicable, including all transferrestrictions, tag-along and drag-along rights and call rights provided therein.7. ***Delays or Omissions.***No delay or omission to exercise any right, power or remedy accruing to anyparty hereto upon any breach or default of any party under this Agreement, shall impair any suchright, power or remedy of such party nor shall it be construed to be a waiver of any such breach ordefault, or an acquiescence therein, or of or in any similar breach or default thereafter occurringnor shall any waiver of any single breach or default be deemed a waiver of any other breach ordefault theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind orcharacter on the part of any party of any breach or default under this Agreement, or any waiver onthe part of any party or any provisions or conditions of this Agreement, shall be in writing andshall be effective only to the extent specifically set forth in such writing.8. ***Limitation on Transfer of Notional Units.***Except as set forth in this Section 8, the Award shallbe distributable only to the Participant. The Award shall not be assignable or transferable otherthan by will or by the laws of descent and distribution. Notwithstanding the foregoing, theParticipant may request authorization from the Company to assign his Award granted herein to atrust or custodianship, the beneficiaries of which may include only the Participant, theParticipant’s spouse or the Participant’s lineal descendants (by blood or adoption), and, if theCompany grants such authorization, the Participant may assign his rights accordingly. In the eventof any such assignment, such trust or custodianship shall be subject to all the restrictions,obligations, and responsibilities as apply to the Participant under this Agreement and shall beentitled to all the rights of the Participant under this Agreement; *provided*that upon suchassignment in accordance with this Section 8, all references in this Agreement shall be deemed tobe replaced by a reference to the transferee of the Award, except references to employmentobligations or the termination thereof, which shall continue to be references to the Participant,including Sections 4 and 5.9. ***Indemnification.***The Participant agrees, to the fullest extent permitted by law, to indemnifyand hold harmless the Company, Management LLC and TJ Chemical and any member, director, officer, oremployee thereof against any and all losses, liabilities, claims, damages, and expenses of anynature whatsoever (including attorneys’ fees and disbursements, judgments, fines and amounts paidin settlement) (collectively, *“Losses”)*arising out of or based upon any breach or failure by theParticipant to comply with his obligations made herein. This Section 9 shall survive anytermination or execution of this Agreement.
 

 
*10.****Representations.***     10.1 ***Participant Representations.***In addition to any representations made by the Participantin the applicable Operating Agreement, the Participant hereby represents and warrants to theCompany, Management LLC and TJ Chemical that: (a) the Participant is aware that the applicableOperating Agreements provide significant restrictions on the ability of a Participant to sell,transfer, assign, mortgage, hypothecate, or otherwise encumber the membership units; (b) theParticipant has duly executed and delivered this Agreement; and (c) the Participant’sauthorization, execution, delivery, and performance of this Agreement do not conflict with anyother agreement or arrangement to which the Participant is a party or by which it is bound.     10.2 ***Truth of Representations and Warranties.***The Participant represents and warrants that allof his representations set forth in Section 10.1 of this Agreement are true and correct as ofthe date hereof.11. ***Integration.***This Agreement, and the other documents referred to herein or deliveredpursuant hereto (including, without limitation, the OperatingAgreements) which from a part hereofcontain the entire understanding of the parties with respect to its subject matter and there are norestrictions, agreements, promises, representations, warranties, covenants or undertakings withrespect to the subject matter hereof other than those expressly set forth in such documents. ThisAgreement and the Operating Agreements supersede all prior agreements and understandings betweenthe parties with respect to its subject matter.12. ***Counterparts.***This Agreement may be executed in two or more counterparts, each of which shallbe deemed an original, but all of which shall constitute one and the same instrument.13. ***Governing Law.***This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Delaware without regard to the provisions thereofgoverning conflict of laws.14. ***Participant Acknowledgment.***The Participant hereby acknowledges receipt of a copy of theOperating Agreements. The Participant hereby acknowledges that all decisions, determinations andinterpretations of the Board of Directors of the Company in respect of this Agreement shall befinal and conclusive.[Remainder of page intentionally left blank.]
 

 
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its dulyauthorized officer and said Participant has hereunto signed this Grant Agreement on his own behalf,thereby representing that he has carefully read and understands this Agreement and the OperatingAgreements as of the day and year first written above.         KRATON POLYMERS LLC     /s/ Joseph J. Waiter         By: Joseph J. Waiter    Title: Vice President and GeneralCounsel           Raymond Guba     /s/ Raymond Guba