Polymer Holdings LLC] [Kraton Performance Polymers, Inc.] Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2009 • Polymer Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of December 21, 2020 among KRATON POLYMERS LLC, KRATON POLYMERS CAPITAL CORPORATION, THE GUARANTORS LISTED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.25% SENIOR NOTES DUE 2025Indenture • December 21st, 2020 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE, dated as of December 21, 2020, among Kraton Polymers LLC, a Delaware limited liability company, Kraton Polymers Capital Corporation, a Delaware corporation, the Guarantors (as defined herein) listed on the signature pages hereto, including Kraton Corporation, the parent of the Issuers (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2011 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Texas
EMPLOYMENT AGREEMENT (the “Agreement”) dated effective as of January 1, 2011 (the “Effective Date”) by and between Kraton Performance Polymers, Inc. (“Parent”), a Delaware corporation, Kraton Polymers LLC, (“Kraton” or the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Parent, and G. Scott Lee (“Executive”).
AGREEMENT AND PLAN OF MERGER dated as of September 27, 2021 among KRATON CORPORATION, DL CHEMICAL CO., LTD., DLC US HOLDINGS, INC. and DLC US, INC.Merger Agreement • September 27th, 2021 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of September 27, 2021, by and among Kraton Corporation, a Delaware corporation (the “Company”), DL Chemical Co., Ltd., a company organized under the laws of the Republic of Korea (“Parent”), DLC US Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Intermediate Merger Subsidiary”), and DLC US, Inc., a Delaware corporation and a wholly owned Subsidiary of Intermediate Merger Subsidiary (“Merger Subsidiary”).
KRATON CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2019 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.etrade.com, this Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Corporation (the “Company”, and formerly known as Kraton Performance Polymers, Inc.) and you (the “Participant”). This Agreement evidences a grant of restricted stock units consisting of an unfunded and unsecured promise to deliver shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company’s 2016 Equity and Cash Incentive Plan (as amended, the “Plan”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
9,988,072 Shares Kraton Performance Polymers, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2011 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
KRATON CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 12th, 2018 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.etrade.com, this Restricted Stock Award Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Corporation (the “Company”, and formerly known as Kraton Performance Polymers, Inc.) and you (the “Participant”). This Agreement evidences a grant of restricted shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company’s 2016 Equity and Cash Incentive Plan (as amended, the “Plan”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
KRATON CORPORATION RESTRICTED STOCK PERFORMANCE UNIT AWARD AGREEMENTRestricted Stock Performance Unit Award Agreement • February 12th, 2018 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.etrade.com, this Restricted Stock Performance Unit Award Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Corporation (the “Company”, and formerly known as Kraton Performance Polymers, Inc.) and you (the “Participant”). This Agreement evidences a grant of restricted stock units consisting of an unfunded and unsecured promise to deliver shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company’s 2016 Equity and Cash Incentive Plan (as amended, the “Plan”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
KRATON PERFORMANCE POLYMERS, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • February 24th, 2016 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.stockplanconnect.com, this Nonqualified Stock Option Award Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Performance Polymers, Inc. (the “Company”) and you (the “Participant”). This Agreement evidences a nonqualified stock option to purchase shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company’s 2009 Equity Incentive Plan (as amended, the “Plan”). No part of this option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
8,000,000 Shares Kraton Performance Polymers, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2010 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDMENT NO. 1 TO THE RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • December 10th, 2009 • Polymer Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers
THIS AMENDMENT NO. 1 TO THE RESTRICTED UNIT AWARD GRANT AGREEMENT (the “Amendment”), made as of this 8th day of December 2009 between Polymer Holdings LLC (the “Company”) and David A. Bradley (the “Participant”).
INDEMNITY AGREEMENTIndemnification Agreement • February 29th, 2012 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2011, by and between Kraton Performance Polymers, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • February 29th, 2012 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Texas
THIS AGREEMENT (the “Agreement”) is made as of this day of , 201 between Kraton Performance Polymers, Inc. (the “Company”) and (the “Participant”).
Kraton Polymers Capital Corporation PURCHASE AGREEMENTPurchase Agreement • May 22nd, 2018 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of May 24, 2018 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).
KRATON CORPORATION NONQUALIFIED OPTION AWARD AGREEMENTNonqualified Option Award Agreement • February 12th, 2018 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.etrade.com, this Nonqualified Option Award Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Corporation (the “Company”, and formerly known as Kraton Performance Polymers, Inc.) and you (the “Participant”). This Agreement evidences a nonqualified stock option to purchase shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company’s 2016 Equity and Cash Incentive Plan (as amended, the “Plan”). No part of this option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
AMENDMENT TO THE PROFITS UNIT AWARD AGREEMENTProfits Unit Award Agreement • December 10th, 2009 • Polymer Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers
THIS AMENDMENT TO THE PROFITS UNIT AWARD GRANT AGREEMENTS (the “Amendment”), made as of this 8th day of December 2009 between Polymer Holdings LLC (the “Company”) and Kevin M. Fogarty (the “Participant”).
KRATON CORPORATIONRestricted Stock Performance Unit Award Agreement • February 26th, 2021 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.etrade.com, this Restricted Stock Performance Unit Award Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Corporation (the “Company”) and you (the “Participant”). This Agreement evidences a grant of restricted stock units consisting of an unfunded and unsecured promise to deliver shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company’s Amended and Restated 2016 Equity and Cash Incentive Plan (as amended, the “Plan”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
TERMINATION OF EMPLOYMENT AGREEMENT AND RELEASE AGREEMENT (DUFFY)Termination of Employment Agreement and Release Agreement • February 29th, 2012 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Texas
This Termination of Employment and Release Agreement (this “Agreement”) is effective as of October 31, 2011 (the “Effective Date”) by and among Kraton Performance Polymers, Inc. (f/k/a Polymer Holdings LLC), a Delaware corporation (“Kraton”), Kraton Polymers LLC, a Delaware limited liability company (the “Company”) and Stephen W. Duffy (“Executive”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • February 29th, 2012 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Texas
THIS AGREEMENT (the “Agreement”) is made as of this day of , 201 between Kraton Performance Polymers, Inc. (the “Company”) and (the “Participant”).
CONTRIBUTION AGREEMENT BETWEEN and INTELLECTUAL PROPERTY TRANSFER AND LICENCE AGREEMENTIntellectual Property Transfer and License Agreement • February 3rd, 2012 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers
ContractLease Agreement • February 24th, 2016 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers
THIS LEASE AGREEMENT (“Lease”), dated as of February 28, 2007, between International Paper Company, a New York corporation (“Landlord”), having an office at 6400 Poplar Avenue, Memphis, TN 38197, and Arizona Chemical Company, a Delaware corporation (“Tenant”), having an office at 4600 Touchton Road E., Suite 500, Jacksonville, FL 32246.
AMENDED AND RESTATED LOAN, SECURITY AND GUARANTEE AGREEMENT Dated as of January 6, 2016 among KRATON POLYMERS U.S. LLC, as Initial U.S. Borrower and a Guarantor, ARIZONA CHEMICAL COMPANY, LLC, as Added U.S. Borrower and Guarantor KRATON PERFORMANCE...Loan, Security and Guarantee Agreement • January 7th, 2016 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Until the delivery to the Agent, pursuant to Section 8.1, of a Borrowing Base Certificate for each Borrowing Base covering the first calendar month ending after the Closing Date, the Applicable Margin shall be determined as if Level II were applicable. Thereafter, (a) the Applicable Margin shall be determined (i) on the first day of the calendar month until the end of the first Fiscal Quarter ended after the Closing Date and (ii) as of the end of each Fiscal Quarter, in each case based upon the Borrowing Base Certificates delivered pursuant to Section 8.1 and (b) each change in the Applicable Margin shall be effective during the period commencing on the first day of the calendar month following the receipt by the Agent of the financial statements and Compliance Certificate for the Fiscal Quarter or, in the case of the last Fiscal Quarter of each year, the calendar year then ended pursuant to Section 10.1.2(a) or (b), as applicable, and ending on the date immediately preceding the effec
KRATON CORPORATION RESTRICTED STOCK PERFORMANCE UNIT AWARD AGREEMENTRestricted Stock Performance Unit Award Agreement • February 24th, 2017 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.etrade.com, this Restricted Stock Performance Unit Award Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Corporation (the “Company”, and formerly known as Kraton Performance Polymers, Inc.) and you (the “Participant”). This Agreement evidences a grant of restricted stock units consisting of an unfunded and unsecured promise to deliver shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company’s 2016 Equity and Cash Incentive Plan (as amended, the “Plan”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
RESTRICTED UNIT AWARD GRANT AGREEMENTRestricted Unit Award Grant Agreement • November 20th, 2009 • Polymer Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS RESTRICTED UNIT AWARD GRANT AGREEMENT (this “Agreement”), made as of the 19th day of June, 2008 between Kraton Polymers LLC (the “Company”) and Kevin M. Fogarty (the “Participant”).
SIXTH AMENDMENT TO CREDIT AND GUARANTEE AGREEMENTCredit and Guarantee Agreement • May 29th, 2018 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
SIXTH AMENDMENT TO CREDIT AND GUARANTEE AGREEMENT (this “Agreement” or the “Amendment”), dated as of May 24, 2018, relating to the Credit and Guarantee Agreement, dated as of January 6, 2016 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement as modified by this Amendment, the “Amended Credit Agreement”), among Kraton Polymers LLC, a Delaware limited liability company (the “U.S. Borrower”), Kraton Polymers Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid (a private limited liability company) organized under the laws of the Netherlands, having its official seat (statutaire zetel) in The Hague, the Netherlands, and registered with the Dutch trade register under number 27182100 (the “Euro Borrower” and, together with the U.S. Borrower, the “Borrowers”), Kraton Corporation (formerly Kraton Performance Polymers, Inc.), a Delaw
Kraton Polymers LLC Kraton Polymers Capital Corporation UNDERWRITING AGREEMENT dated March 15, 2012 Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. Macquarie Capital (USA) Inc. Morgan Stanley...Underwriting Agreement • March 21st, 2012 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Kraton Performance Polymers, Inc. (the “Parent”), (ii) Elastomer Holdings LLC and Kraton Polymers U.S. LLC (the “Subsidiary Guarantors”) and (iii) any subsidiary of the Issuers formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (together with the Parent and the Subsidiary Guarantors, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of February 11, 2011 (the “Indenture”), among the Issuers, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Ced
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 21st, 2012 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 20, 2012 (this “First Amendment”), to the Credit Agreement referred to below among Holdings (as defined below), the Borrower (as defined below), each of the other Loan Parties and the Required Lenders (as defined in the Credit Agreement referred to below).
KRATON CORPORATION CASH SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENTCash Settled Restricted Stock Unit Award Agreement • February 12th, 2018 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.etrade.com, this Cash Settled Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Corporation (the “Company”, and formerly known as Kraton Performance Polymers, Inc.) and you (the “Participant”). This Agreement evidences a grant of restricted stock units consisting of an unfunded and unsecured promise to pay a lump sum cash payment equal to the Fair Market Value of shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company's 2016 Equity and Cash Incentive Plan (as amended, the “Plan”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
OPERATING PRODUCTION AGREEMENT DATED MARCH 2012 BETWEENOperating Production Agreement • May 1st, 2012 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers
Compagnie Pétrochimique de Berre SAS, a company organized under the laws of France, having the address of Chemin Départemental 54, 13130, Berre L’Etang, France, hereinafter referred to as “Operator”
CONTRIBUTION AGREEMENT BETWEENIntellectual Property Transfer and License Agreement • October 28th, 2011 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
a company incorporated under the laws of the State of Delaware, United States of America, and having an office at One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002 (hereinafter referred to as “SOC”)
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 31st, 2020 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 2020, and is between Kraton Corporation, a corporation incorporated under the laws of Delaware (the “Company”), and _________________ (“Indemnitee”).
COMPROMISE AGREEMENTCompromise Agreement • October 11th, 2005 • Polymer Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers
This letter agreement (this “Agreement”) will confirm our agreements with respect to the termination of your employment with KRATON Polymers, LLC (the “Company”) and the specific terms, conditions and consequences of such termination, as set forth below. You and the Company agree that this Agreement, including the general release contained herein, represents the full and complete agreement concerning the termination of your employment in the UK and any other country with the Company and that this Agreement represents the full and complete agreement concerning any additional severance payments that may be made to you both within and outside of the UK for the termination of your employment in the UK and any other country.
FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF POLYMER HOLDINGS LLC September 29, 2009Limited Liability Company Agreement • November 20th, 2009 • Polymer Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This first amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Polymer Holdings LLC, a Delaware limited liability company (the “Company”), dated as of December 23, 2003, is made by the sole Member. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
SHAREHOLDER AGREEMENT of also known as KRATON FORMOSA POLYMERS CORPORATION by and between KP INVESTMENT BV, as Shareholder and FORMOSA PETROCHEMICAL CORPORATION, as Shareholder Dated February 27, 2013Shareholder Agreement • May 2nd, 2013 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers
This SHAREHOLDER AGREEMENT (this “Agreement”) of the shareholders of , also known as Kraton Formosa Polymers Corporation, a limited liability company incorporated in the Republic of China (“Project Company”) is dated February 27, 2013 (the “Execution Date”), and is entered into by and between KP Investment BV, a company organized under the laws of the Netherlands (“Kraton Shareholder”), and Formosa Petrochemical Corporation, a company limited by shares and incorporated in the Republic of China (“FPCC Shareholder”; and together with Kraton Shareholder, the “Shareholders”).
KRATON CORPORATION RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENTRestricted Stock Unit Award Inducement Agreement • July 25th, 2019 • Kraton Corp • Plastic materials, synth resins & nonvulcan elastomers • Texas
Upon acceptance by you through the online acceptance procedures set forth at www.etrade.com, this Restricted Stock Unit Award Inducement Agreement (this “Agreement”) is made effective as of the Grant Date (defined below) between Kraton Corporation (the “Company”) and you (the “Participant”). This Agreement evidences a grant of restricted stock units consisting of an unfunded and unsecured promise to deliver shares of the common stock, $0.01 par value, of the Company (“Common Stock”) under the Company’s 2019 Equity Inducement Plan (as amended, the “Plan”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. The award granted pursuant to this Agreement is intended to comply with the inducement award exception from the New York Stock Exchange (NYSE) rules requiring shareholder approval for the issuance of equity-based compensation. The Company will take such actions as may be necessary to comply with that e
