**Exhibit 10.16(a)****Amendment to No. 2 to the Employment Agreement**     **WHEREAS**, KRATON Polymers LLC (the “Company”), a Delaware limited liability company, which is awholly owned subsidiary of Polymer Holdings LLC and Kevin Fogarty (the “Executive”) are parties toan Employment Agreement dated November 9, 2005 (the “Employment Agreement”),     **WHEREAS**, the parties desire to amend the Employment Agreement in the manner set forth below;     **RESOLVED**, that the Employment Agreement be, and hereby is amended to provide a new Section7(g) as follows:          j. Change in Control.          (i) If the Executive’s employment is terminated by KRATON without Cause (otherthan by reason of death or Disability) or by Executive’s resignation for Good Reasonwithin one (1) year following a Change in Control, Executive shall be entitled toreceive:(A) at the times set forth in Section 7(a)(iii) hereof, the AccruedObligations;(B) continuation of Executive’s annual Base Salary for a period oftwelve months following such termination (the “Severance ContinuationPeriod”) which shall be paid at the same time and in the same manner as ifExecutive had remained employed by KRATON during such period;(C) 1.0 times Annual Bonus calculated at the target level payable as a lumpsum; and a pro rata portion of any Annual Bonus that Executive would havebeen entitled to receive pursuant to Section 4 hereof in such yearcalculated by taking the product of (a) his Target Annual Bonus multipliedby (b) a fraction, the numerator of which is the number of days during whichthe Executive was employed by the Company in the year of his termination andthe denominator of which is 365, as further adjusted to reflect thethen-current bonus accrual as it exists on the Company’s books as of thedate of Termination. All sums due under this sub-paragraph shall be payablewithin thirty (30) days of Executive’s termination of employment; and(D) all health benefits including medical, dental and vision forExecutive and his eligible dependents comparable to those health benefitsExecutive participated in on the date of termination during the SeveranceContinuation Period, provided in any case such health benefits shall ceaseif Executive becomes entitled to health benefits from a new employer.KRATON may provide such health benefits by paying the Executive’s COBRAcontinuation coverage through such Severance Continuation Period. For purposes of this Agreement, *“Change in Control”*shall mean the occurrence of any of thefollowing events: (xvi) any sale, lease, exchange or other transfer (in one transaction or a series of relatedtransactions) of all of the assets of the Company, Polymer Holdings, or TJ ChemicalHoldings (together, the “Entities”) to any Person or group of related persons (a “Group”)for purposes of Section 13(d) of
 

 
   the Securities Exchange Act of 1934 (the “Exchange Act”), together with any affiliatesthereof other than to TPG III Polymer Holdings LLC, TPG IV Polymer Holdings LLC or J.P.Morgan Partners LLC or any of their affiliates (hereinafter the “*Sponsors*”*)*;  (xvii) the complete liquidation or dissolution of any of the Entities;  (xviii) (A) any Person or Group (other than the Sponsors) shall become the beneficial owner(within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, ofequity interests of an Entity representing more than 40% of the aggregate outstandingvoting equity interests of such Entity and such Person or Group actually has the power tovote such equity interests in any such election and (B) the Sponsors beneficially own(within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, in theaggregate a lesser percentage of the voting equity interests of an Entity than such otherPerson or Group;  (xix) the replacement of a majority of the board of directors of an Entity over a two-yearperiod from the directors who constituted such board at the beginning of such period, andsuch replacement shall not have been approved by a vote of at least a majority of the boardthen still in office who either were members of such board at the beginning of such periodor whose election as a member of such board was previously so approved or who werenominated by, or designees of, the Sponsors;