exv10w48



 





Exhibit 10.48




TRIPARTITE AGREEMENT




BETWEEN THE UNDERSIGNED:




Kraton Polymers LLC, located at 15710 John F. Kennedy Boulevard, Suite 300, Houston, TX 77032,



Represented by Mr. Richard Ott acting in the capacity of Vice President of Global Human Resources
and Communications



hereinafter referred to as the “Company”,




AND,



Kraton Polymers France SAS, located at 1, Etang de Berre, 13130 Berre L’Etang,



Represented by Mr. John M. Hulse acting in the capacity of General Manager,



hereinafter referred to as “Kraton Polymers France”,




AND,



Mr. Nicholas G. Dekker, residing at 1600, Route de Coudoux, Lambesc 13410 France, a Dutch citizen,



hereinafter referred to as “Mr. Dekker”,




The Company, Kraton Polymers France and Mr. Dekker are collectively referred to as the “Parties”.



 









 





WHEREAS:




On December 12, 2001, Kraton Polymers France and Mr. Dekker entered into an employment contract
(the “French Contract”) pursuant to which Mr. Dekker was entrusted with duties of Finance Manager
Europe.



Pursuant to an amendment to his French Contract dated November 1st, 2005, Mr. Dekker was entrusted
with duties of Vice-President Europe, Africa and Middle East in addition to his duties of Finance
Manager Europe and Asia.



It is intended that Mr. Dekker be promoted to the position of Chief Financial Officer of the
Company, based in Houston, United States, as from October 6, 2006 pursuant to an employment
contract entered into with the Company on the date hereof (the “U.S. Contract”). The U.S. Contract
is appended to this Tripartite Agreement.



NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:




Article 1

Definition




For the purposes of this Tripartite Agreement, the term “Group” shall mean the Company registered
at 15710 John F. Kennedy Boulevard, Suite 300, Houston, TX 77032 and any commercial company, of any
type whatsoever, controlled, directly or indirectly, by the Company at the date of termination of
the U.S. Contract. A company is deemed to control another company where it meets the conditions
provided under Article L.233-3 of the French Commercial Code.



For the purposes of this Tripartite Agreement, “Change in Control” shall mean the occurrence of any
of the following events:




	(i)	 	any sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all of the assets of the Company, Polymer Holdings, or TJ Chemical
Holdings (together, the “Entities”) to any Person or group of related persons (a “Group”)
for purposes of Section 13(d) of the U.S. Securities Exchange Act of 1934 (the “Exchange
Act”), together with any affiliates thereof other than to TPG III Polymer Holdings LLC, TPG
IV Polymer Holdings LLC or J.P. Morgan Partners, LLC or any of their affiliates (the
“Sponsors”) ;
	 
	(ii)	 	the complete liquidation or dissolution of any of the Entities;
	 
	(iii)	 	(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, of equity interests of an Entity representing more than 40% of the aggregate
outstanding voting equity interests of such Entity and such Person or Group actually has
the power to vote such equity interests in any such election and (B) the Sponsors
beneficially own (within the meaning of Section 13(d) of the




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	 	 	Exchange Act), directly or indirectly, in the aggregate a lesser percentage of the
voting equity interests of an Entity than such other Person or Group;
	 
	(iv)	 	the replacement of a majority of the board of directors of an Entity
over a two-year period from the directors who constituted such board at the beginning of
such period, and such replacement shall not have been approved by a vote of at least a
majority of the board then still in office who either were members of such board at the
beginning of such period or whose election as a member of such board was previously so
approved or who were nominated by, or designees of, the Sponsors; or
	 
	(v)	 	a merger or consolidation of an Entity with another entity in which
holders of the equity interests of the Entity immediately prior to the consummation of the
transaction hold, directly or indirectly, immediately following the consummation of the
transaction, less than 50% of the common equity interest in the surviving corporation in
such transaction and the Sponsors do not hold a sufficient amount of voting equity
interests to elect a majority of the surviving entity’s board of directors.





Article 2

Termination of the French Contract by Mutual Agreement




The French Contract is terminated by mutual consent with effect from April 9, 2007.



This termination by mutual consent shall not give rise to the payment of any indemnities (pay in
lieu of notice, severance pay, non-compete indemnity, etc.) other than pay in lieu of holiday as
all of Mr. Dekker’s rights pursuant to his French Contract have been fulfilled. At this time the
pay in lieu of holiday has been made.



Article 3

Social Security Coverage and Pension Plans





	•	 	Affiliation to the U.S. Social Security system:





As long as Mr. Dekker remains the employee of the Company, he will be affiliated to the U.S. social
security regime (FICA and Medicare tax).



The formalities for his registration to said social security regime will be made by the Company.
Employee contributions, in accordance with the prevailing regulations of this regime will be paid
exclusively by Mr. Dekker directly from payroll and employer’s contributions will be paid by the
Company.



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	•	 	Voluntary affiliation to the French social security system:





In addition to Mr. Dekker being an affiliated member of the social security system in force in the
U.S., Kraton Polymers France shall take out the following coverage with the French organizations
stated below in the name of Mr. Dekker:




	–	 	Caisse des Français de l’Etranger (social security system for expatriates):
(a) old age, (b) work-related accidents and occupational diseases and/or (c) sickness,
maternity, disability;
	 
	–	 	CRE-IRCAFEX : complementary pension plan;
	 
	–	 	G.A.R.P.: Unemployment insurance scheme.





These contributions, which Kraton Polymers France shall pay to these various French organizations
on behalf of Mr. Dekker, in accordance with the prevailing regulations of the aforementioned
schemes, will be based on Mr. Dekker’s “Base Salary” as defined in Section 3
of the U.S. Contract.




	•	 	French private pension plan with Arial:





Kraton Polymers France will continue to contribute an amount equivalent to 8% of Mr. Dekker’s “Base
Salary” as defined in Section 3 of the U.S. Contract to his existing French private pension plan
with Arial. Mr. Dekker is required to pay 25% of these costs as his contribution to the Plan, and
the remaining costs will be borne by the Company.




	•	 	Payments for disability and life insurance:





Kraton Polymers France will continue to contribute to the CNP as required to maintain the current
level of disability and life insurances.




	•	 	Kraton Polymers France will invoice the Company for all costs
associated with the provision of the above benefits on a monthly
basis.
	 
	•	 	If above benefits may be provided by the Company in a form
acceptable to Mr. Dekker and in a form, which is equal or less
expensive to the Company, the Company has the right to provide
such benefit in this manner, subject to agreement by Mr. Dekker
and compliance with applicable regulations.





Article 4

Expiration of the Employment Term of the U.S. Contract




In the event of “Expiration” of the “Employment Term” of the U.S. Contract as respectively defined
in Section 7.c (i) and Section 1 of the U.S. Contract (the “Expiration”), the Company will offer
Mr. Dekker a position corresponding to his qualifications at the date of Expiration and to his
“Base Salary” as defined in Section 3 of the U.S. Contract, which will be performed within 50 miles
of Parc Tertiaire de l’Etang 1, 13131 Berre l’Etang, France within a company of the Group (the
“Position”), to the extent such Position is available at the date of Expiration. The Position will
not result in a substantial diminution of duties for Mr. Dekker.



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The Company shall cause the relevant company of the Group to enter into a new employment contract
with Mr. Dekker, under which Mr. Dekker’s seniority will be deemed to have accrued since December
12, 2001. In connection with this new employment contract, Mr. Dekker shall continue to
participate in the Annual Incentive Compensation program consistent with employees in his category.



If, at the date of Expiration, the Company is not able to offer Mr. Dekker a Position, the Company
will pay Mr. Dekker a gross indemnity equal to 100 % of his annual Base Salary, as reflected in the
U.S. Contract and subject to any changes as determined by the U.S. Contract. This indemnity will
include the payment of an indemnity compensating Mr. Dekker for the non-compete covenant mentioned
in Article 5 below in the same amount as would be determined under the national collective
bargaining agreement of chemical industry (convention collective nationale des industries
chimiques) should this collective bargaining agreement be applicable. In the event that the date of
Expiration occurs within the one year immediately following a Change in Control (as defined in
Article 1 above), and the Company is not able to offer Mr. Dekker a Position, the Company shall
also pay Mr. Dekker an amount equal to the sum of (i) his Target Annual Bonus as defined in Section
4.a of the U.S. Contract and (ii) the product of (a) his Target Annual Bonus multiplied by (b) a
fraction, the numerator of which is the number of days during which Mr. Dekker was employed by the
Company in the year of his termination and the denominator of which is 365.



Upon payment of this indemnity and finalization of taxable support as described in Article 5,
Mr. Dekker will not be entitled to any other payments under either French or U.S. law.



Article 5

Tax Equalization and Tax Preparation




In order to compensate Mr. Dekker for any additional tax (including but not limited to income,
employment and social security insurance) liability that Mr. Dekker may be subject to in the United
States or France, provided that the parties do not contemplate Mr. Dekker being a French resident
for tax purposes during the Employment Term of the U.S. Contract, the Company shall provide Mr.
Dekker with an additional tax equalization payment or payments, in any year necessary, such that
Mr. Dekker’s net income after such taxes from such payment or benefit earned pursuant to the U.S.
Contract is equal to what his net income would have been if such payment or benefit were earned in
France. Such tax equalization payments will offset any taxes associated with the benefits
Executive may receive (including housing support, travel (other than
business), automobile, and tax equalization payments). The
Company shall reimburse Mr. Dekker for reasonable costs incurred in connection with tax preparation
in connection with the amounts earned pursuant to the U.S. Contract.




Article 6

Non-Competition and Confidentiality




If, at the date of Expiration, the Company is (i) not able to offer Mr. Dekker a Position or (ii)
Mr. Dekker refuses the Position, he will be subject to the non-competition covenants and
confidentiality covenants set out in Section 8 and Section 9, respectively, of the U.S. Contract.



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Article 7

Governing Law




This Tripartite Agreement is governed by French law, except with regard to Article 5 above
relating to non-competition and confidentiality, which shall be governed by U.S. law.



Executed in triplicate,




In Houston, Texas




On April 9, 2007




/s/ Richard A. Ott

Richard A. Ott, Vice President HR / Corporate Communications

The Company




/s/ Nicholas G. Dekker

Nicholas G. Dekker, Individually




/s/ John M. Hulse

John M. Hulse, General Manager

Kraton Polymers France SAS





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