exv10w47



 





Exhibit 10.47




EMPLOYMENT AGREEMENT

Nicholas G. Dekker




     EMPLOYMENT AGREEMENT (the “Agreement” or the “U.S. Contract”) dated as of April 9, 2007 by and
between Kraton Polymers LLC, (“Kraton” or the “Company”), a Delaware limited liability company,
which is a wholly owned subsidiary of Polymer Holdings LLC (“Parent”), a Delaware limited liability
company and Nicholas G. Dekker (“Executive”).



     WHEREAS, on December 12, 2001, Kraton Polymers France SAS (“KP France”) and Executive entered
into an employment contract (the “French Contract”) pursuant to which Executive was entrusted with
duties of Finance Manager Europe;



     WHEREAS, pursuant to an amendment to his French Contract dated November 1st, 2005,
Executive was entrusted with duties of Vice President Europe, Africa and Middle East in addition to
his duties of Finance Manager Europe and Asia;



     WHEREAS, Executive has been appointed to the position of Chief Financial Officer of the
Company, as of October 6, 2006, and has obtained the appropriate U.S. work permit, Executive will
perform such duties primarily in Houston, Texas;



     WHEREAS, the Company, KP France and Executive will concurrently enter into an agreement (the
“Tripartite Agreement”), pursuant to which the French Contract will be terminated by mutual
agreement, and to which this U.S. Contract is attached;



     NOW THEREFORE, in consideration of the promises and mutual covenants herein and for other good
and valuable consideration, the parties agree as follows:



          1.     Term of Employment. Subject to the provisions of Section 7 of this Agreement,
Executive shall continue to be employed by the Company for a period commencing on October 6, 2006
(the “Effective Date”) and ending on the day before the first anniversary of the Effective Date
(the “Employment Term”) on the terms and subject to the conditions set forth in this Agreement;
provided that, prior to the end of the Employment Term, the Employment Term may be extended until
the day before the second anniversary of the Effective Date upon mutual agreement of such extension
by the Company and Executive.




          2.     Position.





     a.     During the Employment Term, Executive shall serve as Kraton’s Vice-President and
Chief Financial Officer. In such position, Executive shall have the duties and authority
commensurate with the position as shall be determined from time to time by the Board of
Directors of Kraton (the “Board”). Executive shall report to the President & Chief
Executive Officer of Kraton.




     b.     During the Employment Term, Executive will devote Executive’s full business time and
best efforts to the performance of Executive’s duties hereunder and will not engage in any
other business, profession or occupation for compensation or otherwise which would conflict
or interfere with the rendition of such services either directly or indirectly, without the
prior written consent of the Board; provided that nothing herein shall preclude Executive,
subject to the prior approval of the Board, from accepting appointment to or continue to
serve on any



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board of directors or trustees of any business corporation or any charitable
organization; provided in each case, and in the aggregate, that such activities do not
conflict or interfere with the performance of Executive’s duties hereunder or conflict with
Section 8.



          3.     Base Salary. During the Employment Term, the Company shall pay Executive a base
salary (the “Base Salary”) at the annual rate of Î200,000, converted and paid as U.S.
$266,000 (based on an exchange rate of 1.33 U.S. Dollars to the Euro (the “Contract Exchange
Rate”)), payable in regular installments in accordance with the Company’s usual payment practices.
In the event that during any consecutive three-month period during the Employment Term, the average
exchange rate for Euros to U.S. Dollars (“Actual Exchange Rate”) as reported in
http://www.oanda.com/ varies from the Contract Exchange Rate by more than 10%, the Contract
Exchange Rate shall become such Actual Exchange Rate on a going forward basis.



Executive shall be entitled to annual reviews and increases in Executive’s Base Salary, if any, as
may be determined in the sole discretion of the Board.




          4.     Incentive Compensation.





     a.     Annual Bonus. With respect to each fiscal year during the Employment Term,
Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) equal to (i)
50% of Executive’s Base Salary (the “Target”) based upon the achievement of performance
objectives established by the Board, and (ii) up to 100% of Executive’s Base Salary if such
performance objectives are exceeded due to extraordinary performance, as determined by the
Board. Executive shall be eligible to earn an Annual Bonus for fiscal year 2006, with
separate weighting for the two positions held during such fiscal year.




     b.     Notional Restricted Unit Award. The Company shall grant Executive a
restricted unit award of the Company with a current notional value of $150,000 based on the
value of membership units of TJ Chemical Holdings LLC (“TJ Chemical”), as determined by the
Board. Each “Restricted Unit” will be the equivalent of one notional membership unit of TJ
Chemical. Executive shall not have any beneficial ownership in the notional membership
units underlying the Restricted Units and the grant of Restricted Units shall represent an
unsecured promise to deliver membership units of TJ Chemical (either directly or through
membership units of Kraton Management LLC) on a future date. Twenty percent of the
Restricted Units shall vest on each anniversary of the grant date, provided that Executive
remains employed with the Company or KP France through the applicable vesting date. Except
as provided in the next two succeeding sentences, upon termination of employment for any
reason all unvested Restricted Units shall immediately and automatically be forfeited.
Notwithstanding the foregoing, in the event Executive’s employment is terminated pursuant to
Section 7(c) and Executive is offered and accepts a Position, as defined in the Tripartite
Agreement, all unvested Restricted Units shall continue to vest as provided above. In the
event of a “change in control” of TJ Chemical (as defined in the TJ Chemical Option Plan),
if the Executive’s employment is terminated without Cause or for Good Reason during the
two-year period immediately following the date of the change in control, all unvested
Restricted Units shall become immediately vested. Distribution of membership units
representing the portion of vested Restricted Units shall occur as soon as practicable



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after the earlier of a change in control or termination of Executive’s employment,
provided that following a change in control, unvested Restricted Units shall remain
outstanding and continue to vest as provided above until the Executive’s employment
terminates.



          5.     Employee Benefits.





     a.     General. During the Employment Term, Executive shall be entitled to
participate in the Company’s employee benefit plans, as amended from time to time, (other
than bonus, incentive or severance plans) as in effect from time to time (collectively,
“Employee Benefits”), on the same basis as those benefits are generally made available to
other senior executives of the Company. Notwithstanding the foregoing, Executive elects not
to participate in the U.S. Savings Plan or any of the Company’s non-qualified deferred
compensation plans (including, but not limited to the Company’s Deferred Compensation and
Restoration Plan and the Executive Deferred Compensation Plan).




     b.     Equity Incentive Plans. During the Employment Term, Executive shall be
eligible to participate in the equity incentive plans of the Company, its Parent and TJ
Chemical.




     c.     Pension. During the Employment Term, Executive elects to forgo any Company
contribution on his behalf in the U.S. Savings Plan to which he otherwise may be entitled
and accepts the terms of the Tripartite Agreement.




     d.     Housing Support. During the Employment Term, the Company will reimburse
Executive for reasonable costs associated with maintaining housing for himself in the United
States, up to a maximum of $2,500 per month. “Reasonable costs” include, but are not
limited to, rent, utilities and cleaning services associated with his local housing.




     e.     Travel. During the Employment Term, the Company shall provide Executive
with the following:




     (i) Up to six round trip business class airline tickets per year for
Executive’s travel to and from France; and




     (ii) Reimbursement for the cost of roundtrip coach class airline tickets for
Executive’s spouse from France to the U.S., up to a maximum of Î13,500 per
year. In addition, Executive shall be reimbursed for costs associated with
maintaining his residence in France during such times that his spouse is in the
U.S., in an amount not to exceed Î100 per visit, but in no event shall such
amounts exceed Î1500 per year.




     f.     Automobile. The Company shall provide Executive with an automobile for his
use during the Employment Term.




     g.     Tax Equalization and Tax Preparation. In order to compensate Executive for
any additional tax (including but not limited to income, employment and social security
insurance) liability that Executive may be subject to in the United States, the Company
shall provide Executive with an additional tax



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equalization payment or payments, in any year necessary, such that Executive’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 pursuant to Sections 5(d), (e), (f) and this Section (g). The Company
shall reimburse Executive for reasonable costs incurred in connection with tax preparation
in connection with the amounts earned pursuant to the U.S. Contract.




     h.     Visa. The Company shall pay for all costs associated with obtaining and
maintaining a L1 Visa for use by Executive during the Employment Term.



     i.     Expense Reimbursement. Executive must submit proper documentation of all expenses
to be reimbursed pursuant to this Section 5 in a timely fashion.



          6.     Business Expenses. During the Employment Term, reasonable business expenses
incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the
Company in accordance with Company policies.




          7.     Termination. Executive’s employment hereunder may be terminated by either party at
any time and for any reason; provided that Executive will be required to give Kraton at least 60
days advance written notice of any resignation of Executive’s employment. Notwithstanding any
other provision of this Agreement, the provisions of this Section 7 shall exclusively govern
Executive’s rights upon termination of employment with the Company and its affiliates.





     a.     By Kraton For Cause or By Executive Resignation without Good Reason.




     (i) The Employment Term and Executive’s employment hereunder may be terminated
by Kraton for Cause (as defined below) and shall terminate automatically upon
Executive’s resignation without Good Reason (as defined below), provided that
Executive will be required to give Kraton at least 60 days advance written notice of
any such resignation, and provided further that Kraton may elect to waive such
notice period and to pay Executive in lieu of such notice.




     (ii) For purposes of this Agreement “Cause” shall mean (A) Executive’s
continued failure substantially to perform Executive’s duties hereunder (other than
as a result of total or partial incapacity due to physical or mental illness) for a
period of 30 days following written notice by Kraton to Executive of such failure;
provided that it is understood that this clause (A) shall not permit Kraton to
terminate Executive’s employment for Cause because of dissatisfaction with the
quality of services provided by or disagreement with the actions taken by Executive
in the good faith performance of Executive’s duties to Kraton, (B) failure of
Executive to maintain a residence in the same metropolitan area as Kraton’s
principal headquarters, which is currently located in Houston, Texas, or elsewhere
as mutually agreed to by Executive and Company, (C) theft or embezzlement of



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Company property, (D) Executive’s conviction of or plea of guilty or no contest
to (x) a felony or (y) a crime involving moral turpitude, (E) Executive’s willful
malfeasance or willful misconduct in connection with Executive’s duties hereunder or
any act or omission which is materially injurious to the financial condition or
business reputation of the Company or any of its subsidiaries or affiliates, or (F)
Executive’s breach of the provisions of Sections 8 or 9 of this Agreement.




     (iii) In the event Executive’s employment hereunder is terminated pursuant to
this Section 7(a), Executive will be entitled to receive, within 30 days following
such termination with respect to (A)-(C) below and at such time, if any as the
Employee Benefits under (D) below become due in accordance with the applicable terms
thereof:




          (A) the Base Salary through the date of termination, to the extent not already
paid;




          (B) any Annual Bonus earned but unpaid as of the date of termination for any
previously completed fiscal year;




          (C) reimbursement for any unreimbursed expenses properly incurred by Executive
pursuant to Section 5 or Section 6 and in accordance with Kraton policy prior to the
date of termination and




          (D) such vested Employee Benefits, if any, as to which Executive may be
entitled under the employee benefit plans of the Company as described in Section
5(a) (including, without limitation, medical, life insurance or disability benefits,
accrued but unpaid vacation or other benefits Executive is entitled to pursuant to
the terms of the applicable plans then in effect (the amounts described in clauses
(A) through (D) hereof being referred to as the “Accrued Obligations”).



     Following such termination of Executive’s employment hereunder for Cause or resignation by
Executive for Good Reason, except as set forth in this Section 7(a)(iii), Executive shall have no
further rights under the U.S. Contract, the French Contract, or the Tripartite Agreement, to any
compensation or any other benefits in the nature of severance or termination pay or in connection
with the termination of his employment.




     b.     Disability or Death.




     (i) The Employment Term and Executive’s employment hereunder shall terminate
upon Executive’s death and may be terminated by Kraton if Executive becomes
physically or mentally incapacitated and is therefore unable for a period of six (6)
consecutive months or for an aggregate of nine (9) months in any twenty-four (24)
consecutive month period to perform Executive’s duties (such incapacity is
hereinafter referred to as “Disability”); provided that a termination on the basis
of a Disability must occur within 90 days of the date when Executive is subject to
termination due to Disability. Any question as to the existence of the Disability
of Executive as to which Executive and Kraton cannot agree shall be determined in
writing by a qualified independent physician mutually acceptable to Executive and
Kraton.



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If Executive and Kraton cannot agree as to a qualified independent physician,
each shall appoint such a physician and those two physicians shall select a third
who shall make such determination in writing. The determination of Disability made
in writing to the Company and Executive shall be final and conclusive for all
purposes of the Agreement.




     (ii) In the event Executive’s employment hereunder is terminated pursuant to
this Section 7(b), Executive or Executive’s estate (as the case may be) will be
entitled to receive:




(A) at the times set forth in Section 7(a)(iii) hereof, the Accrued
Obligations; and




(B) a pro rata portion of any Annual Bonus that Executive would have been
entitled to receive pursuant to Section 4(a) hereof in such year based upon the
percentage of the fiscal year that shall have elapsed through the date of
Executive’s termination of employment, payable when such Annual Bonus would have
otherwise been payable had Executive’s employment not terminated.



     Following such termination of Executive’s employment hereunder due to death or Disability,
except as set forth in this Section 7(b)(ii), Executive shall have no further rights under the U.S.
Contract, the French Contract, or the Tripartite Agreement, to any compensation or any other
benefits in the nature of severance or termination pay or in connection with the termination of his
employment.




          c.     Expiration of Employment Term.




     (i) For the purposes of this Agreement and Article 4 of the Tripartite
Agreement, if Executive’s employment hereunder is terminated pursuant to Section
7(c)(ii), (iii) or (iv) below, an “expiration” of the Employment Term will be deemed
to have occurred.




     (ii) Executive’s employment hereunder may be terminated by Kraton without
Cause.




     (iii) Executive’s employment hereunder may be terminated by Executive’s
resignation for Good Reason.



     For purposes of this Agreement, “Good Reason” shall mean: (A) the failure of the Company to
pay or cause to be paid Executive’s Base Salary or Annual Bonus (if any) when due; (B) a reduction
in Executive’s Base Salary, the Target Annual Bonus opportunity described in Section 4 herein, or
Employee Benefits other than an across-the-board reduction in salary or bonus opportunity for all
of the members of the Company’s management team and other than a decrease in Employee Benefits that
applies to all employees otherwise eligible to participate in the affected plan; (C) a relocation
of Executive’s primary work location more than 50 miles from Houston, TX, without written consent,
except for return to his place of employment in France as described in the Tripartite Agreement; or
(D) a material reduction in Executive’s duties and responsibilities as described in Section 2(a) of
this Agreement; provided that none of these events shall constitute Good Reason unless the Company
fails to cure such event within 30 days after receipt from Executive of written



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notice specifying in reasonable detail the event which constitutes Good Reason; provided,
further, that “Good Reason” shall cease to exist for an event on the 60th day following the later
of its occurrence or Executive’s knowledge thereof, unless Executive has given Kraton written
notice thereof prior to such date.




     (iv) If Executive’s employment hereunder is not terminated pursuant to this
Section 7 prior to the date the Employment Term is scheduled to end as provided in
Section 1, then Executive’s employment hereunder shall terminate on such date.




     (v) In the event Executive’s employment hereunder is terminated pursuant to
this Section 7(c), then Executive will be entitled to receive:




          (A) Any amounts or benefits he may be entitled to pursuant to Article 4 of the
Tripartite Agreement;



          (B) Any tax equalization sums required to maintain the level of income as described in section
5(g) above; and




          (C) The payments and benefits described in this Section
7(c)(v)(A) and (B) shall be subject to and conditioned upon
Executive’s execution and delivery of a valid and effective general
release and waiver, in a form satisfactory to the Company, waiving
all claims Executive may have against the Company, its affiliates
and their respective executives, directors, partners, members,
shareholders, successors and assigns.



     Following such termination of Executive’s employment hereunder by the Company without Cause
(other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good
Reason, except as set forth in this Section 7(c)(v), Executive shall have no further rights under
the U.S. Contract, the French Contract, or the Tripartite Agreement, to any compensation or any
other benefits in the nature of severance or termination pay or in connection with the termination
of his employment.




     d.     Notice of Termination. Any purported termination of employment by the
Company or by Executive (other than due to Executive’s death) shall be communicated by
written Notice of Termination to the other party hereto in accordance with Section 11(h)
hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of employment under the provision so indicated.




     e.     Equity Investment. Notwithstanding anything herein to the contrary, upon a
termination of employment, Executive shall have such rights and obligations with respect to
any options to purchase membership units of TJ Chemical then held by Executive and with
respect to Executive’s investment in TJ Chemical and/or Kraton Management LLC (including
with respect to profits units and/or membership units, as applicable) in accordance with the
applicable governing documents thereof.



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          8.     Non-Competition.





     a. Executive acknowledges and recognizes the highly competitive nature of the
businesses of the Company and accordingly agrees as follows:




     (i) During the Employment Term and, for a period of one year following a
termination of employment pursuant to Section 7(a) or Section 7(b) (the “Restricted
Period”), Executive will not, whether on Executive’s own behalf or on behalf of or
in conjunction with any person, company, business entity or other organization
engaged in a Competitive Business (as defined below), directly or indirectly solicit
or assist in soliciting on behalf of any entity engaged in a Competitive Business,
the business of any client or prospective client:




     (A) with whom Executive had personal contact or dealings on behalf of
the Company during the one-year period preceding Executive’s termination of
employment;




     (B) with whom employees reporting to Executive have had personal
contact or dealings on behalf of the Company during the one-year period
immediately preceding Executive’s termination of employment; or




     (C) for whom Executive had direct or indirect responsibility during the
one-year period immediately preceding Executive’s termination of employment.




     (ii) During the Restricted Period, Executive will not directly or indirectly:




     (A) engage in a Competitive Business;




     (B) enter the employ of, or render any services to, any person or
entity (or any division of any person or entity) who or which engages in a
Competitive Business; provided that Executive shall not be prohibited from
rendering any services to any company that derives less than 10% of its
revenues from a Competitive Business (a “Permitted Company”), if such
services or employment relate solely to a business of the Company that is
not in competition with a Competitive Business;




     (C) acquire a financial interest in, or otherwise become actively
involved with, any Competitive Business, directly or indirectly, as an
individual, partner, shareholder, officer, director, principal, agent,
trustee or consultant; provided, however, a Competitive Business shall not
include a Permitted Company, or




     (D) interfere with, or attempt to interfere with, business
relationships (whether formed before, on or after the date of this
Agreement) between the Company and customers, clients, suppliers



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partners, members or investors of the Company of which it is reasonable
to expect that Executive is aware.




     (iii) For purposes of this Agreement, “Competitive Business” means the
development, manufacture, license, sale or provision of products or services that
the Company currently, or at any time during the Employment Term, sells,
manufactures, licenses or provides, or has specific plans to do so, including
without limitation styrenic block copolymers made by anionic polymerization.




     (iv) Notwithstanding anything to the contrary in this Agreement, Executive may,
directly or indirectly own, solely as an investment, securities of any person
engaged in a Competitive Business which is publicly traded on a national or regional
stock exchange or on the over-the-counter market if Executive (i) is not a
controlling person of, or a member of a group which controls, such person and (ii)
does not, directly or indirectly, own 5% or more of any class of securities of such
person.




     (v) During the Restricted Period, Executive will not, whether on Executive’s
own behalf or on behalf of or in conjunction with any person, company, business
entity or other organization whatsoever, directly or indirectly:




     (A) solicit or encourage any employee of the Company to leave the
employment of the Company or




     (B) hire any such employee who was employed by the Company as of the
date of Executive’s termination of employment with the Company or who left
the employment of the Company coincident with, or within six months prior to
or after, the termination of Executive’s employment with the Company.
Notwithstanding the foregoing, following a Change in Control, Executive will
not be restricted from hiring any employee who is terminated without Cause
following such Change in Control.




     (vi) During the Restricted Period, Executive will not, directly or indirectly,
solicit or encourage to cease to work with the Company any individual consultant
then under contract with the Company.




     (vii) In the event Executive’s employment is terminated pursuant to
Section 7(c), Executive shall be subject to the restrictive covenants as
provided in Article 5 of the Tripartite Agreement.




     b. It is expressly understood and agreed that although Executive and the Company
consider the restrictions contained in this Section 8 to be reasonable, if a final judicial
determination is made by a court of competent jurisdiction that the time or territory or any
other restriction contained in this Agreement is an unenforceable restriction against
Executive, the provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum extent as such
court may judicially determine or indicate to be enforceable. Alternatively, if any court
of



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competent jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it enforceable, such
finding shall not affect the enforceability of any of the other restrictions contained
herein.



          9.     Confidentiality; Inventions.





     a.     Confidentiality. During the Employment Term and thereafter, Executive will
not disclose or use for Executive’s own benefit or purposes or the benefit or purposes of
any other person, firm, partnership, joint venture, association, corporation or other
business organization, entity or enterprise other than the Company, any trade secrets, or
other confidential information or data of the Company relating to the Company’s customers,
development programs, costs, marketing, trading, investment, sales activities, promotion,
credit and financial data, manufacturing processes, financing methods, plans, or the
business and affairs of the Company generally; provided that the foregoing shall not apply
to information which is not unique to the Company or which is generally known to the
industry or the public other than as a result of Executive’s breach of this covenant.
Except as required by law, Executive will not disclose to anyone, other than his immediate
family, legal or financial advisors or any subsequent employer, the contents of this
Agreement. Executive agrees that upon termination of Executive’s employment with the
Company for any reason, he will return to the Company immediately all memoranda, books,
papers, plans, information, letters and other data, and all copies thereof or therefrom, in
any way relating to the business of the Company, except that he may retain personal notes,
notebooks and diaries and personally owned books, reference material or information of a
similar nature, that do not contain confidential information of the type described in the
preceding sentence of this section. Executive further agrees that he will not retain or use
for Executive’s account at any time any trade names, trademark or other proprietary business
designation used or owned in connection with the business of the Company.




     b.     Prior Inventions. Executive has attached hereto, as Exhibit A, a list
describing all material creations, inventions, and developments which were created or
contributed to by Executive either solely or jointly with others prior to Executive’s
employment with the Company which relate to the Company’s proposed or current business,
services, products or research and development (collectively referred to as “Prior
Inventions”). If no such list is attached, Executive either will advise the Company that
Prior Inventions exist but cannot be disclosed because of prior existing confidentiality
obligations or, absent such advice, will be understood to represent that there are no such
Prior Inventions. If in the course of Executive’s employment with the Company, Executive
uses or relies upon a Prior Invention, or any works of authorship (including software,
related items, data bases, documentation, site content, text or graphics), developments,
improvements or trade secrets which were created or contributed to by Executive either
solely or jointly with others prior to Executive’s employment with the Company (“Prior
Intellectual Property”) in Executive’s creation or contribution to any work of authorship,
invention, product, service, process, machine or other property of the Company, Executive
will inform the Company promptly and, upon request, use Executive’s best efforts to procure
any consents of third parties necessary for the Company’s use of such Prior Intellectual
Property. To the fullest extent permissible by law, and to the



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extent not in contravention of any prior legal obligation of Executive to others all of
which are disclosed to Kraton on Exhibit B, attached hereto, Executive hereby grants the
Company a non-exclusive royalty-free, irrevocable, perpetual, worldwide license under all of
Executive’s Prior Inventions to make, have made, copy, modify, distribute, use and sell
works of authorship, products, services, processes and machines and to otherwise operate the
Company’s current and future business.




     c.     Ownership of Inventions. Executive agrees that Executive will promptly make
full written disclosure to the Company, and hereby assigns to the Company, or its designee,
all of Executive’s right, title, and interest in and to any and all creations, inventions or
developments, whether or not patentable, which Executive may solely or jointly conceive or
develop or reduce to practice, during the period of time Executive is in the employ of the
Company (collectively referred to as “the Company Inventions”), other than (and the Company
Inventions shall not include) any such creations, inventions or developments which
demonstrably bear no relationship whatsoever to the business of the Company, the chemical
industry, or the application of technologies, ideas, or processes directly or indirectly
related to the business of the Company or the chemical industry to any other industries or
disciplines. For the avoidance of doubt, the Company Inventions shall include any
creations, inventions or developments that relate directly or indirectly to a Competitive
Business. Executive further acknowledges that all original works of authorship which are
created or contributed to by Executive (solely or jointly with others) within the scope of
and during the period of Executive’s employment with the Company (“the Company Copyrights”)
are to be deemed “works made for hire,” as that term is defined in the United States
Copyright Act, and the copyright and all intellectual property rights therein shall be the
sole property of the Company. To the extent any of such works are deemed not to be “works
made for hire,” Executive hereby assigns the copyright and all other intellectual property
rights in such works to the Company.




     d.     Contracts with the United States. Executive agrees to execute any licenses
or assignments of the Company Inventions or the Company Copyrights as required by any
contract between the Company and the United States or any of its agencies.




     e.     Maintenance of Records. Executive agrees to keep and maintain adequate and
current written records of all the Company Inventions made by Executive (solely or jointly
with others) during the term and within the scope of Executive’s employment with the
Company. The records will be in the form of notes, sketches, drawings, and any other format
that may be specified to Executive or within the Company’s policies, manuals or procedures
by the Company. The records will be available to and remain the sole property and
intellectual property of the Company at all times.




     f.     Further Assurances. Executive covenants to take all requested actions and
execute all requested documents to assist the Company, or its designee, at the Company’s
expense, in every way; consistent with applicable law, (1) to secure the Company’s above
rights in the Prior Intellectual Property and Company Inventions and any of the Company’s
Copyrights, patents, mask work rights or other intellectual property rights relating thereto
in any and all countries, and (2) to pursue any patents or registrations with respect
thereto. This covenant shall survive the



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termination of this Agreement. If the Company is unable for any reason, after
reasonable efforts, to secure Executive’s signature on any document for this purpose, then
Executive hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as Executive’s agent and attorney in fact, for the limited purpose of
acting for and in Executive’s behalf and stead to execute such documents and to do all other
lawfully permitted acts in connection with the execution of such documents.



          10.     Specific Performance. Executive acknowledges and agrees that the Company’s
remedies at law for a breach or threatened breach of any of the provisions of Sections 8 and 9
would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a
breach or threatened breach, in addition to any remedies at law, the Company, without posting any
bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable remedy which may then
be available and in the event of a breach of Sections 8 and 9, shall be entitled to cease making
any payments or providing any benefit otherwise required by this Agreement.




          11.     Miscellaneous.





     a.     Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflicts of laws
principles thereof.




     b.     Entire Agreement/Amendments. Except for the Tripartite Agreement and
documents related to the Company and its affiliates’ equity incentive plans, this Agreement
contains the entire understanding of the parties with respect to the employment of Executive
by the Company, there are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein other than those
expressly set forth herein. Specifically, the offer letter from Kraton Polymers France,
dated December 12, 2001, is hereby terminated and shall be of no further effect. This
Agreement may not be altered, modified, or amended except by written instrument signed by
the parties hereto, except that if the Company reasonably determines that certain provisions
of the Agreement may result in a violation of Section 409A of the U.S. Internal Revenue Code
of 1986, as amended, then the Company may make reasonable modifications to the Agreement
without Executive’s consent, to attempt to comply with Section 409A and avoid the excise
taxes that may be imposed thereunder without giving rise to any claim that such modification
adversely affected Executive’s rights under the Agreement.




     c.     No Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver of such party’s
rights or deprive such party of the right thereafter to insist upon strict adherence to that
term or any other term of this Agreement.




     d.     Severability. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions of this Agreement shall not be
affected thereby.



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     e.     Assignment. This Agreement shall not be assignable by Executive. This
Agreement may be assigned by the Company to a person or entity which is an affiliate or a
successor in interest to substantially all of the business operations of the Company. Upon
such assignment, the rights and obligations of the Company hereunder shall become the rights
and obligations of such affiliate or successor person or entity.




     f.     Set Off. The Company’s obligation to pay Executive the amounts provided and
to make the arrangements provided hereunder shall be subject to set-off, counterclaim or
recoupment of amounts owed by Executive to the Company or its affiliates.




     g.     Successors; Binding Agreement. This Agreement shall inure to the benefit of
and be binding upon personal or legal representatives, executors, administrators,
successors, heirs, distributes, devises and legatees.




     h.     Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered by hand or overnight courier or three days after it has been
mailed by United States registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that notice
of change of address shall be effective only upon receipt.




	 	 	 	If to the Company:
	 
	 	 	 	Kraton Polymers LLC

c/o Texas Pacific Group

301 Commerce Street, suite 3300

Fort Worth, Texas 76102
	 
	 	 	 	With copy to:

Kraton Polymers LLC

15710 John F. Kennedy Boulevard, Suite 300

Houston, TX 77032

Attention: Vice President & General Counsel
	 
	 	 	 	If to Executive:
	 
	 	 	 	To the most recent address of Executive set forth in the personnel records of the
Company.






     i.     Executive Representation. Executive hereby represents to the Company that
the execution and delivery of this Agreement by Executive and the Company and the
performance by Executive of Executive’s duties hereunder shall not constitute a breach of,
or otherwise contravene, the terms of any employment agreement or other agreement or policy
to which Executive is a party or otherwise bound.



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     j.     Cooperation. Executive shall at the Company’s expense provide his
reasonable cooperation in connection with any action or proceeding (or any appeal from any
action or proceeding) which relates to events occurring during Executive’s employment
hereunder. This provision shall survive any termination of this Agreement.




     k.     Withholding Taxes. The Company may withhold from any amounts payable under
this Agreement such Federal, state and local taxes as may be required to be withheld
pursuant to any applicable law or regulation.




     l.     Counterparts. This Agreement may be signed in counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.




     m.     Insurance. Notwithstanding anything to the contrary herein:




     (i) All rights Executive has to indemnification as a director, officer or
fiduciary pursuant to any agreement, applicable statute, Company by-laws or articles
of organization as in effect from time to time shall not be impacted by the
provisions of this Agreement and all such rights, if any, shall survive the
termination and/or expiration of this Agreement and/or the termination of
Executive’s employment with the Company; and




     (ii) So long as Executive is employed by the Company and for a period of six
(6) years following Executive’s termination of employment, the Company agrees to
purchase and maintain insurance for Executive’s benefit, covering director, officer
and fiduciary liability on the same basis as active directors, officers and/or
fiduciaries, as applicable, of the Company.



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



	 	 	 
	Kraton POLYMERS LLC

	 	Nicholas G. Dekker
	 
	 
	/s/ Richard A. Ott

	 	/s/ Nicholas G. Dekker
	 

	 	 
	By: Richard A. Ott
	 	 
	Title: Vice President — HR/Corporate

Communications
	 	 







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