exv10w6



 






Exhibit 10.6




NOTIONAL UNIT AWARD GRANT AGREEMENT



THIS NOTIONAL UNIT AWARD GRANT AGREEMENT (this “Agreement”), made as of the 24th day of
October, 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 Company
Operating Agreement of TJ Chemical Holdings LLC (the “TJ Chemical Operating Agreement”), each of
the Voting Members of TJ Chemical Holdings LLC (“TJ Chemical’) has approved the grant of a Notional
Unit award with a current notional value of $150,000 to the Participant pursuant to his employment
agreement 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 forth
herein, 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 membership
unit(s) of TJ Chemical. Each Notional Unit will be the equivalent of one notional membership unit
of 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 the
notional membership units underlying the Notional Units and the grant of Notional Units shall
represent an unsecured promise to deliver membership units of TJ Chemical (either directly or
through 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 shall
vest on each of the first five anniversaries of the Effective Date (as defined in the Employment
Agreement), provided that the Participant remains employed with the Company through the applicable
vesting date. Except as provided in the next succeeding sentence, upon termination of employment
for any reason all unvested Notional Units shall immediately and automatically be forfeited. In the
event of a Change in Control (as defined in the TJ Chemical 2004 Option Plan), if the Participant’s
employment is terminated without Cause or for Good Reason (as those terms are defined in the
Employment Agreement) during the two-year period immediately following the date of the Change in
Control, all unvested Notional. Units shall become immediately vested.



5. Distribution of Membership Units. Distribution of membership units representing the portion of
vested Notional Units shall occur as soon as practicable after the earlier of a Change in Control
or 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 the
Participant’s employment terminates.



6. Limitations on Transfer of Membership Units; Termination of Employment. The Participant
acknowledges that upon becoming a member of TJ Chemical or Management LLC, as applicable, the
Participant will be subject to all the terms and conditions provided in the TJ Chemical Operating
Agreement or the Limited Liability Company Operating Agreement of KRA TON Management LLC, as
amended from time to time (the “Management LLC Operating Agreement”), (collectively, the




 









 







“Operating Agreements” and each an “Operating Agreement”), as applicable, including all transfer
restrictions, 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 any
party hereto upon any breach or default of any party under this Agreement, shall impair any such
right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring
nor shall any waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this Agreement, or any waiver on
the part of any party or any provisions or conditions of this Agreement, shall be in writing and
shall 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 shall
be distributable only to the Participant. The Award shall not be assignable or transferable other
than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the
Participant may request authorization from the Company to assign his Award granted herein to a
trust or custodianship, the beneficiaries of which may include only the Participant, the
Participant’s spouse or the Participant’s lineal descendants (by blood or adoption), and, if the
Company grants such authorization, the Participant may assign his rights accordingly. In the event
of 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 be
entitled to all the rights of the Participant under this Agreement; provided that upon such
assignment in accordance with this Section 8, all references in this Agreement shall be deemed to
be replaced by a reference to the transferee of the Award, except references to employment
obligations 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 indemnify
and hold harmless the Company, Management LLC and TJ Chemical and any member, director, officer, or
employee thereof against any and all losses, liabilities, claims, damages, and expenses of any
nature whatsoever (including attorneys’ fees and disbursements, judgments, fines and amounts paid
in settlement) (collectively, “Losses”) arising out of or based upon any breach or failure by the
Participant to comply with his obligations made herein. This Section 9 shall survive any
termination or execution of this Agreement.





 









 








10. Representations.




     10.1 Participant Representations. In addition to any representations made by the Participant
in the applicable Operating Agreement, the Participant hereby represents and warrants to the
Company, Management LLC and TJ Chemical that: (a) the Participant is aware that the applicable
Operating Agreements provide significant restrictions on the ability of a Participant to sell,
transfer, assign, mortgage, hypothecate, or otherwise encumber the membership units; (b) the
Participant has duly executed and delivered this Agreement; and (c) the Participant’s
authorization, execution, delivery, and performance of this Agreement do not conflict with any
other 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 all
of his representations set forth in Section 10.1 of this Agreement are true and correct as of
the date hereof.


11. Integration. This Agreement, and the other documents referred to herein or delivered
pursuant hereto (including, without limitation, the Operating
Agreements) which from 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. This
Agreement and the Operating Agreements supersede all prior agreements and understandings between
the parties with respect to its subject matter.



12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be 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 in
accordance with the laws of the State of Delaware without regard to the provisions thereof
governing conflict of laws.



14. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the
Operating Agreements. The Participant hereby acknowledges that all decisions, determinations and
interpretations of the Board of Directors of the Company in respect of this Agreement shall be
final and conclusive.




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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly
authorized 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 Operating
Agreements as of the day and year first written above.




	 	 	 	 	 	 	 
	 	 	KRATON POLYMERS LLC	 	 
	 
	 	 	/s/ Joseph J. Waiter	 	 
	 	 	 	 	 
	 

	 	By: Joseph J. Waiter	 	 
	 

	 	Title: Vice President and General
Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	Raymond Guba	 	 
	 
	 	 	/s/ Raymond Guba