exv10w12





Exhibit 10.12



THIS
EMPLOYMENT AGREEMENT is dated August 18, 2008 and made BETWEEN:





	(1)	 	ARIZONA CHEMICAL B.V., a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) under the laws of the Netherlands, with its seat (zetel) in
Huizen, the Netherlands, and offices at Transistorstraat 16, 1322 CE Almere, the Netherlands,
registered in the Netherlands with the Trade Register of the Chambers of Commerce under number
32045469 (“Employer”); and






	(2)	 	CORNELIS VERHAAR, a Dutch national, born in Amsterdam, the Netherlands, on August 28, 1953,
residing at Oranje Nassaulaan 67, 1075 AL Amsterdam, the Netherlands (“Employee”).




WHEREAS, Employer wishes to employ Employee to perform the duties described herein and Employee
wishes to perform such duties in the manner and on the terms set forth in this agreement and to
perform such additional duties as are consistent with the terms of this agreement and as Employer
or any other legal entity belonging to the group of Employer (an “Affiliate”) may from time to time
request.



WHEREAS,
pursuant to written resolutions of the sole shareholder of Employer
dated August 12,
2008, Employee was appointed as a member of the board of directors (bestuur) of Employer,
contingent only on the entering into of this agreement.



NOW, THEREFORE, IT IS AGREED as follows:




Article 1. Commencement and Term



Employee shall enter into the service of Employer for an indefinite period of time commencing on
September 1, 2008.




Article 2. Severance Pay





	2.1	 	In the unlikely event that the employment is terminated by Employer without cause, Employer
will provide (gross) two years of Employee’s then current base salary as severance, deducting:






	 	(a)	 	the salary and other remuneration accruing after Employee’s suspension or
removal from office as a director (bestuurder) of Employer, including without
limitation any and all salary and other remuneration accruing over the period during
which Employer is temporarily not allowed to give notice of termination of employment
under articles 7:670 and 7:670a of the Dutch Civil Code but during which period
Employee was nevertheless suspended or removed from office;
	 
	 	(b)	 	any and all damages or other compensation for termination of employment which
shall be awarded to Employee by any court in whatever jurisdiction, including without
limitation any and all damages within the meaning of article 7:681, paragraph 1 of the
Dutch Civil Code, any and all compensation within the meaning of article 7:685,
paragraph 8 of the Dutch Civil Code and any and all damages within the meaning of
article 7:686 of the Dutch Civil Code; and






 









 









	 	(c)	 	any and all disability and unemployment payments to Employee or his next of kin
under an insurance policy, whether taken out by Employer, Employee or a third party,
for the avoidance of doubt, other than state benefits.






	2.2	 	In the preceding clause, “cause” means urgent cause (dringende reden) within the meaning of
article 7:678 of the Dutch Civil Code as well as:






	 	(a)	 	(i) the failure by Employee to perform the duties and responsibilities
reasonably expected of Employee by Employer, AZ Chem Investments LLC or any Affiliate
that is receiving services from Employee, (ii) the engaging by Employee in gross
misconduct or illegal conduct which causes financial or reputational harm to Employer,
AZ Chem Investments LLC or any Affiliate, (iii) the conviction of a felony or a guilty
or nolo contendere plea by Employee with respect thereto, (iv) the breach by Employee
of Employer’s, AZ Chem Investments LLC’s or any Affiliate’s written policies or (v) the
engaging by Employee in fraud in connection with the business of Employer, AZ Chem
Investments LLC or any Affiliate or the misappropriation of Employer’s, AZ Chem
Investments LLC’s or any Affiliate’s funds or property; and/or
	 
	 	(b)	 	mental or physical disability due to accident or illness that renders Employee
unable to perform all or part of his duties and responsibilities as described herein
for a period of at least two years.






	 	The parties acknowledge that this definition of “cause” does not and is not intended to
apply to any aspect of the employment relationship between Employer and Employee beyond
determining Employee’s eligibility for the one-off severance payment as set forth in the
preceding clause.





Article 3. Position





	3.1	 	Employee shall take up the position of Chief Executive Officer and as such Employee shall be
appointed as member of the board of directors of Employer and/or of various Affiliates,
including without limitation AZ Chem Investments LLC. For the avoidance of doubt, upon the
termination of Employee’s employment as Chief Executive Officer with the duties and
responsibilities as described herein, Employee shall be dismissed, and to the extent necessary
be required to resign, with immediate effect from any and all offices he holds within
Employer’s group.
	 
	3.2	 	The duties of Employee as well as the location where such duties shall (habitually) be
performed shall be determined by Employer and can be altered by Employer unilaterally.





Article 4. Working Hours





	4.1	 	Employee is employed on a full-time basis. Employee’s working hours shall be such hours as
are required in the proper performance of his duties.






	4.2	 	Employer may reasonably request Employee to work overtime. Employer shall pay no compensation
for overtime work.






 









 











Article 5. Salary





	5.1	 	From the commencement of his employment, the gross annual salary of Employee, inclusive of
statutory holiday allowance (vakantiebijslag), shall amount to EUR 400,000 on a full-time
basis. Employee’s salary will accrue on a daily basis and the annual base salary will be
payable in arrears in equal monthly installments. Employee’s remuneration (bezoldiging),
including without limitation his salary and other benefits set forth herein, shall be reviewed
on an annual basis and be (re)determined by the general meeting of shareholders of Employer in
accordance with article 2:245 of the Dutch Civil Code.






	5.2	 	Employee will continue to be paid salary during sickness in accordance with article 7:629 of
the Dutch Civil Code.





Article 6. Incentive Schemes



Employee will be eligible to participate in a management incentive plan (with a target of 75% of
gross annual salary or EUR 300,000 annually) and in a scheme allocating incentive equity
appreciation interests, the terms of which are set forth in separate agreements.




Article 7. Investment Opportunity



In addition to any and all incentive schemes, Employee will have the opportunity to invest as much
as USD 1,000,000 in the group of Employer as an equity partner, the terms of which opportunity are
set forth in a separate agreement.




Article 8. Expenses





	8.1	 	All normal travel and representation costs incurred by Employee in the performance of his
duties, shall be borne by Employer, who shall reimburse said costs in line with the expense
policies of Employer, if, following their justification by Employee, it appears that they were
necessary in reason to perform said duties.






	8.2	 	Employee shall be held to produce proof of the costs incurred by Employee. Employee shall
require Employer’s prior consent to that effect for exceptional costs.





Article 9. Health Insurance



A voluntary collective medical insurance scheme is in place with Avero Achmea Group for all
employees of Employer, including Employee, based on the Health Insurance Act (Zorgverzekeringswet).
On top of the base insurance coverage prescribed by law, Employee can choose to participate in a
top-up scheme. All premiums will be borne and paid by Employee but Employer will, however,
reimburse Employee for premiums paid in respect of the top-up scheme to the extent the to-up
coverage applies to Employee personally.




Article 10. Leased Car



Employer shall make a company car available to Employee within the framework of the latter’s
duties, similar to Employee’s existing car leasing arrangement with his current employer.








 









 








Article 11. Housing



Employer or its designee shall provide an apartment in Jacksonville, Florida, United States of
America, for a period of one year.




Article 12. Relocation



After the period of one year referred to in article 11, Employee’s relocation needs and related
expenses, if any, shall reasonably be separately agreed upon.




Article 13. Annual Leave



Employee’s annual leave will consist of 30 days, inclusive of statutory vacation days, but
excluding legal holidays in the jurisdiction where Employee habitually performs his duties. The
number of days of paid leave will be pro-rated with respect to the number of months worked per
calendar year.




Article 14. Duties





	14.1	 	Employee shall perform the duties following the instructions given by or on behalf of the
board of directors of AZ Chem Investments LLC, acting through the general meeting of
shareholders of Employer.






	14.2	 	Employee shall not be allowed to have a direct or indirect interest in any company other than
that of Employer, to carry out any other activity for any other third party against payment or
to otherwise hold a (salaried) position, unless Employer has given his consent to this effect
in writing.






	14.3	 	Employee shall undertake to observe Employer’s safety instructions in the room concerned (in
particular those relating to the use of safety gear, wearing company clothing and the use of
the access badge).





Article 15. Pension



Employer has a collective pension scheme with Zwitserleven (Swiss Life). The pension scheme also
includes coverage in case of long-term disability. Employee is required to contribute 8% of its
fixed gross annual salary exceeding an amount of EUR [49,180] per annum to the premium cost of
Employee’s participation in the collective pension scheme. Bonuses are not included in the
pensionable salary.




Article 16. Confidentiality and Documents





	16.1	 	Both during and following expiry of his employment, Employee shall keep confidential any and
all oral and written information about Employer and its Affiliates, including without
limitation the information about their clients, relations, working methods and company
secrets, and Employee shall not use said information for any other purpose than required in
connection with the performance of his duties by virtue of this agreement.






	16.2	 	Employee shall not be allowed to continue to retain possession in any way whatsoever of
documents, correspondence or copies thereof which Employee retains possession of in






 









 












	 	connection with the performance of his duties for Employer, any longer than required for the
performance of his duties for Employer. All documents or records Employee retains possession
of in connection with the performance of his duties for Employer, shall remain the property
of Employer and Employee shall return the same to Employer if and when Employer so demands
and in any case immediately upon departure.





Article 17. Inventions





	17.1	 	If, during his employment, Employee invents something, finds an improvement or makes a
design, all this suited or not for patenting, registration or filing in connection with (i)
what is produced or could be produced within the framework of Employer’s activities or (ii) a
working method used or suited to be used within the framework of the Employer’s activities,
the right to such an invention, improvement or design (or each and every advantage being the
result thereof) shall be vested in Employer.






	17.2	 	Employee shall provide Employer with all the information and instructions enabling the latter
to make use of it, and Employee shall refrain from making any statement in this respect to any
third party. At Employer’s expense, Employee shall be under the obligation to do all and
everything Employer deems necessary to obtain a patent, registration or filing or any kind of
protection for the invention, improvement or design in the name of Employer, Employee or
Employee and Employer jointly, all this at the discretion of Employer, in all countries to be
indicated by Employer.






	17.3	 	If Employer decides not to make use of any invention, discovery, improvement or any design
that Employer has become aware of, the corresponding right (or each and every advantage being
the result thereof) shall revert to Employee, who shall then be able to dispose thereof at
his/her discretion and in his/her own favor and to obtain patents or such kind of protection.





Article 18. Suspension





	18.1	 	Employer shall be under no obligation to provide work for or assign any duty to Employee for
the whole or any part of the term of this agreement and Employee may in accordance with Book 2
of the Dutch Civil Code be suspended and be subsequently required:






	 	(a)	 	not to attend the premises of Employer or any Affiliate;
	 
	 	(b)	 	to resign with immediate effect from any and all offices he holds within
Employer’s group; and/or
	 
	 	(c)	 	to refrain from business contact with any and all customers, clients or
employees of Employer or any Affiliate,






	 	 	 	provided that Employee will continue to be paid his full salary and benefits, unless this
agreement is terminated for urgent cause (dringende reden) within the statutory meaning
thereof.






	18.2	 	Unless expressly agreed otherwise in writing, any entitlement to a bonus or under an
incentive scheme will not accrue during any period of suspension and will have to be
recalculated on a pro rata basis.

















 











Article 19. Non-Competition





	19.1	 	Employee shall not, for a period of two years after a termination of his employment for any
reason whatsoever, whether on his own behalf or on behalf of any third party, directly or
indirectly:






	 	(a)	 	solicit or entice away any customer or business of Employer or any Affiliate,
or deal with any third party who or which is or was within a period of one year prior
to the termination of his employment (i) a customer of or consultant or supplier to
Employer or any Affiliate or (ii) having a business relationship with Employer or any
Affiliate;
	 
	 	(b)	 	employ or endeavor to entice away from Employer or any Affiliate any person who
is or was within a period of two years prior to the termination of this agreement
employed by Employer or any Affiliate; nor
	 
	 	(c)	 	work or be engaged in any activities in the Netherlands, or in any other
country where employer or any Affiliate does business or plans to do business (and such
plans are known to Employee at the time that his employment ends), as a shareholder,
partner, director, manager, employee or consultant or in any other capacity for a
person or legal entity who or which wholly or partially undertakes activities that are
in competition with those of Employer or any Affiliate.





Article 20. Termination of Employment





	20.1	 	Subject to and in accordance with the Dutch Civil Code, irrespective of the indefinite term
set forth in article 1 above, either party shall be authorized to terminate the employment by
giving notice in writing and observing the statutory notice period.






	20.2	 	The employment may be terminated on any day, subject to and in accordance with this agreement
and Dutch law, and it will not be required to give notice as per the end of a calendar month.
The employment shall furthermore terminate automatically when Employee reaches the age of 65,
except if expressly agreed otherwise in writing.





Article 21. Miscellaneous





	21.1	 	This agreement, together with the separate agreements referred to herein, constitutes the
entire agreement and understanding between the parties hereto, and supersedes all other
agreements both oral and in writing between Employer and Employee. Neither the employee
handbook, nor other conditions of employment generally applicable to employees of Employer
apply to the Employee, unless expressly stipulated otherwise in this agreement. Employee
acknowledges that he has not entered into this agreement in reliance upon any representation,
warranty or undertaking which is not set forth in this agreement and to have engaged
professional legal counsel in negotiating and making his decisions to enter into this
agreement and this clause in particular.






	21.2	 	If a provision of this agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction that shall not affect the legality, validity or enforceability of any other
provision of this agreement and the legality, validity or enforceability in other
jurisdictions of that or of any


















 












	 	 	other provision of this Agreement. Any illegal, invalid or unenforceable provision shall
have the effect of a provision that would be valid, the purpose of which conforms to the
first mentioned provision to such an extent that it must be assumed that such provision
would have been included in this agreement if the first mentioned provision had been omitted
in view of its illegality, invalidity or unenforceability.






	21.3	 	Employee represents and warrants to Employer that he will not by reason of entering into this
agreement, or by performing any duty under this agreement, be in breach of any term of
Employment with a third party whether express or implied or of any other obligation binding on
him.






	21.4	 	Employer may vary any term of employment subject to the provisions of article 7:613 of the
Dutch Civil Code, provided that any variation will be confirmed in writing to Employee.





Article 22. Applicable Law



This agreement is governed by and construed in accordance with the laws of the Netherlands.





IN WITNESS WHEREOF, Employer’s duly authorized representative and Employee have set their hand
hereunto as of the date, month and year first above stated.




	 	 	 	 	 
	 	EMPLOYER:

Arizona Chemical B.V.

 	 
	 	By:  	/s/ Gerald C. Marterer 	 
	 	 	Name:  	Gerald C. Marterer 	 
	 	 	Title:  	CEO 	 
	 
	 	

EMPLOYEE:

 	 
	 	/s/ Cornelis Verhaar
 	 
	 	Cornelis Verhaar