Profits Unit Award Agreement



 Exhibit 10.28 
  
 PROFITS UNIT AWARD AGREEMENT 
  

PROFITS UNIT AWARD AGREEMENT, (“Agreement”) dated as of September 10, 2004 (the “Date of Grant”), by and between KRATON Management
LLC, a Delaware limited liability company (the “Company”) and Dave Bradley (the “Participant”). Unless the context otherwise provides, capitalized terms not defined herein shall have the meanings ascribed to them in the Limited
Liability Company Operating Agreement of KRATON Management LLC, as amended from time to time (the “Management LLC Agreement”). 
  
 1. Description of Profits Units. Each Company Profits Unit represents the right to a pro rata share of any distributions received by the Company in
respect of the corresponding TJ Chemical Profits Units held by the Company in accordance with the Management LLC Agreement. Each TJ Chemical Profits Unit represents the right to receive a pro rata portion of the appreciation of the
assets of TJ Chemical above the Threshold Amount (as defined in the TJ Chemical LLC Agreement) for such TJ Chemical Profits Unit after the Date of Grant. The Threshold Amount for the Company Profits Units granted hereunder is $250,019,229,
representing the current value of the assets of TJ Chemical (net of debt) as of the Date of Grant, provided that such Threshold Amount may be appropriately and equitably adjusted by the Board of Directors of TJ Chemical for contributions and
distributions that affect the aggregate balances of all Capital Accounts (as defined in the TJ Chemical LLC Agreement) maintained under the TJ Chemical LLC Agreement in order to place all holders of profits units, including the Participant, in the
same position they would have been in had such contributions and distributions not been made. The pro rata portion of appreciation shall be determined based on all outstanding TJ Chemical Membership Units and TJ Chemical Profits Units
for which the applicable Threshold Amount has been achieved (but only as to the appreciation above the Threshold Amount with respect to the applicable TJ Chemical Profits Units). 
  
 Each Company Profits Unit is intended to be a “profits interest” within the meaning of Rev. Proc. 93-27 (6/09/93)
and Rev. Proc. 2001-43 (8/03/01). By virtue of ownership of a Company Profits Unit, the Participant shall have no right or obligation to make any Capital Contribution to the Company at any time and shall have no rights to any capital contributed to
the Company. 
  
 2. Grant of Award. The Company hereby grants to the
Participant 125,000 Company Profits Units (the “Profits Units”), subject to the terms and conditions of this Agreement and the Management LLC Agreement. 
  
 3. Vesting. Notwithstanding Section 4.8 of the Management LLC Agreement, 50% of the Profits Unit shall vest when the fair value of
the assets of TJ Chemical equal or exceed two times (2X) the Threshold Amount and the remaining 50% of the Profits Units shall vest when the fair value of the assets of TJ Chemical equal or exceed three times (3X) the Threshold Amount, in each case,
as determined by the Board of Directors of TJ Chemical, provided that the Participant is employed by the KRATON Group on such vesting date, and provided, further, that 100% of the Profits Units shall vest upon the effective date of a disposition by
the Initial Investors of 51% or more of their aggregate interests in KRATON to one or more unrelated third Persons if the 

  









 
Participant is employed by the KRATON Group through such date. Notwithstanding anything to the contrary in any other agreement, including the Management LLC
Agreement, in the event the Participant’s employment with the KRATON Group is terminated prior to a portion or all Profits Units becoming vested as provided above, all unvested Profits Units shall immediately and without any further action be
forfeited on the date of termination. 
  
 4. LLC Agreements. This Agreement
shall be subject to all of the provisions of the Management LLC Agreement, and such provisions are incorporated herein by this reference. The Participant understands that, as a condition to receiving the Profits Units granted hereunder, the
Participant must execute and comply with the Management LLC Agreement. The Participant shall be a Member and holder of Profits Unit for all purposes under the Management LLC Agreement. Unless expressly stated otherwise in this Agreement, to the
extent that, with respect to any right or obligation of the Participant, any provisions of this Agreement are not consistent with the Management LLC Agreement, the provisions of the Management LLC Agreement shall govern. 
  
 5. Representations by Participant. The Participant represents and warrants that he has
received, read and executed a copy of the Management LLC Agreement. 
  
 6.
Restrictions on Transferability. Except as specifically provided in Article IX of the Management LLC Agreement, the Profits Units may not be sold, transferred or otherwise disposed of without the written approval of the Managing Member.

  
 7. Corporate Transaction; Termination of Employment. The Company shall
have the right to cancel the Profits Units in the event of a merger, consolidation, recapitalization or other corporate transaction involving TJ Chemical in which TJ Chemical cancels the corresponding TJ Chemical Profits Units and shall distribute
the cash, securities or other property, or any combination thereof, if any, received from TJ Chemical in respect of such corresponding TJ Chemical Profits Units in accordance with Section 9.6 of the Management LLC Agreement. If the Participant
becomes a Terminated Employee, the Company shall have the right to purchase any then-vested Profits Units held by the Participant in accordance with Article IX of the Management LLC Agreement. 
  
 8. Fair Value. Any determination relating to the value of the assets of TJ Chemical or
any TJ Chemical Profits Unit shall be determined in good faith by the Board of Directors of TJ Chemical in accordance with the TJ Chemical LLC Agreement and all determinations of the Board of Directors shall be final and binding on all parties.

  
 9. Assignment. This Agreement and the rights hereunder shall not be
assignable or transferable by the Participant without the prior written consent of the Company. This Agreement shall inure to the benefit of and be binding upon the parties and to their respective heirs, executors, administrators, successors and
permitted assigns. 
  
 10. Amendments. The terms and provisions of this
Agreement may not be amended except by a written instrument signed by the parties hereto. 
  









 11. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall
be considered an original, but all such counterparts shall together constitute but one and the same contract. 
  
 12. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision shall be enforced to the
maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 
  
 13. Non-Waiver. No provision of this Agreement shall be deemed to have been waived except if the giving of such waiver is contained in a written notice given to
the party claiming such waiver, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. 
  
 14. Applicable Law. This Agreement and the rights and obligations of the parties
hereto shall be interpreted and enforced in accordance with and governed by the laws of the state of Delaware without regard to its principles of conflict of laws. 
  
 15. Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto (including, without
limitation, the Management LLC Agreement and the TJ Chemical LLC Agreement) which form a part hereof contain the entire understanding of the parties with respect to its subject matter and there are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth in such documents and such documents supersede all prior agreements and understandings between the parties with
respect to their subject matter. 
  









 IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the day and
year first above written. 
  

					
	KRATON MANAGEMENT LLC
			
	 By:
	 	 	 	/s/    RICHARD A.
EKLEBERRY        
	 	 	 Name:
	 	 Richard A. Ekleberry

	 	 	 Title:
	 	 Vice President



	
	
	/s/    DAVE BRADLEY        
	Dave Bradley