MANAGEMENT AGREEMENT

Exhibit 10.5

BETWEEN

TAMINCO BVBA headquartered at Xxxxxxxxxxxxxxxxxx 000, 0000 Xxxx, registered at the Business registry (Kruispuntbank van Ondernemingen) under number 0859.910.443, hereby represented by Xxxxxxx Xxxxxx and Xxxx Decat in their capacity as managers.

Hereafter called ‘TAMINCO’;

AND

XX. XXX XXXXXXX residing at Sleutelbloemlaan 15, 1933 in Sterrebeek (Zaventem)

Hereafter called ‘the Manager’;

Hereafter collectively called, the ‘Parties’ or individually ‘party’;

WHEREAS:

•

By decision of the partners, the MANAGER has been appointed as manager of TAMINCO as of October 1, 2012 ;

•

The parties wish to establish the conditions and modalities for the implementation of the mandate of manager in this Agreement (hereafter called the ‘Agreement’).

THE FOLLOWING HAS BEEN AGREED UPON:

Clause 1—Description of the mandate

The MANAGER shall exercise his mandate as manager in accordance with this Agreement, the relevant legal provisions, the articles of association of TAMINCO, the corporate governance charter of TAMINCO, the internal agreements (see ANNEX II) and the internal task distribution (see ANNEX I) at TAMINCO.

The mandate is of indefinite duration and remunerated.

Clause 2—Responsibilities

In accordance with the internal division of tasks between the members of the board of managers, the MANAGER will be responsible for the “Supply Chain, Purchasing & ICT” activities. In his internal and external contacts the MANAGER will use the following title: Vice-President Supply Chain, Purchasing & ICT.

Notwithstanding the aforementioned internal division of tasks and any special power of attorney granted to the manager within this context, in matters regarding the competence of the board of managers, TAMINCO will be legally represented by two Managers, in line with the conditions stipulated in the internal control and articles of association.

Article 3—Independence

The MANAGER shall, as manager, exercise the mandate at his sole discretion and insights, independently, and shall determine under what circumstances and conditions he will execute the mandate in terms of working hours, way of exercising and work means, without harming the obligations provided for in this Agreement and the internal arrangements which have been determined by the board of managers.

In due time, the MANAGER and when deemed necessary by him/her, shall consult the other members of the board of managers.

The MANAGER can exercise the mandate at the TAMINCO headquarters, in his own office or at any other location. In case of exercising the mandate at the TAMINCO headquarters, TAMINCO will place at the manager’s disposal an office space, office equipment, supporting staff, documentation and information which TAMINCO considers appropriate.

The MANAGER shall be bound to spend at least 213 days a year on exercising the mandate as manager.

Article 4—Obligations and warranties of the MANAGER

The MANAGER shall be bound to do nothing that could affect the obligations arising from this Agreement.

He states and warrants that there are no contractual or other existing impediments for entering into or carrying out the mandate of manager.

He shall be bound to carry out the entrusted mandate in the interest of TAMINCO and in accordance with the relevant professional standards. The MANAGER will undertake the necessary efforts to promote the interests and reputation of TAMINCO and its affiliated group companies.

The MANAGER will always act in accordance with all aspects of national and international competition and antitrust legislation, in particular, but not exclusively, with legislation and relevant regulations in the EU and USA.

Article 5—Remuneration

Fixed remuneration

For the implementation of the mandate as manager in accordance with this Agreement, the annual remuneration, as of April 1, 2013 is set at EUR 158,826.00

This remuneration will be paid to the MANAGER in 12 equal monthly installments at the end of each calendar month. In the case of late payment, legally and without notice, a monthly interest equal to the legal interest rate for late payment in commercial transactions shall be indebted.

In case of suspension of the execution of this agreement due to incapacity of the MANAGER for more than 30 consecutive calendar days, the payment of the remuneration provided for in this clause shall be suspended for the period following the 30^th calendar day of disability until the date of resuming the activities.

Variable remuneration

In addition to the fixed remuneration as provided for in the first paragraph of clause 5, the MANAGER is also entitled to

Participation in a bonus plan that will be formulated by TAMINCO at the recommendation of the Remuneration Committee. Under this bonus plan the MANAGER can earn a bonus based on the achievement of targets set at the level of the partnership. These targets shall relate to the results of TAMINCO and/or the Taminco Group.

Participation in a defined contribution pension plan, of which TAMINCO pays a contribution equal to 50% of the earned bonus under above mentioned bonus plan.

The total variable remuneration (being the sum of the variable remuneration mentioned in points a and b above) is 40% of the fixed remuneration.

Benefits

TAMINCO also offers the MANAGER a company car, type Audi A6 (or equivalent), in view of his business trips. the MANAGER will be prudent when using this company car and in accordance with the company’s car policy. the MANAGER is allowed to use the company car for private purposes in accordance with the company’s car policy. Such private use will be taxed as a benefit in kind in accordance with the law.

In addition, TAMINCO will associate the MANAGER with Welfare Plan 07.2963/01 and with the Medical Costs Plan (35-0095-01). For the calculation of the fees of each of these plans, the fixed annual remuneration shall be taken into account.

Article 6—Reimbursement of expenses

The compensation as set out in clause 5 of this Agreement covers all reasonable and useful professional expenses which incur the MANAGER while carrying out his mandate on behalf of TAMINCO, with the exception of the following charges:

•

Expenses for travel and accommodation, provided that these charges occurred in compliance with TAMINCO’S travel expenses rules and procedures and provided that they are supported by the appropriate documents;

These costs are paid monthly by TAMINCO to the MANAGER, together with the monthly remuneration as described in clause 5 of this Agreement.

Article 7—Liability

The MANAGER participates in the indemnity insurance which is underwritten by TAMINCO for its representatives.

Article 8—Tax and social security obligations

The parties expressly declare that the implementation of the mandate of manager, as defined in this Agreement, is an independent activity in which no subordination of any kind exists between the parties.

The MANAGER will therefore be solely responsible for his social obligations arising from his activities and, at no time, will TAMINCO be held responsible for the MANAGER’S obligations arising from above mentioned obligations.

Article 9—Information obligation

TAMINCO shall be bound to provide the MANAGER with all necessary information and data which are necessary for the correct, complete and timely compliance and performance of this Agreement.

The MANAGER has the obligation to notify TAMINCO of all data, information or developments relevant to the trading activities of TAMINCO and its affiliated group companies which he obtained when exercising his mandate.

Article 10—Confidential information

The MANAGER is strictly prohibited to communicate to third parties all confidential information (i.e. information that is not readily available to the public) regarding TAMINCO which he obtained within the context of his mandate.

This article is reasonable and necessary in order to protect TAMINCO’S legitimate interests. The MANAGER is therefore aware that any breach of this provision will result in a significant injury to TAMINCO for which judicial recovery and specific implementation can be asked for.

Article 11—Prohibition of Competition

The MANAGER is strictly prohibited to participate or be involved, directly or indirectly, in activities that are competitive with those of TAMINCO, albeit as a manager, partner, director, shareholder, consultant or representative of a partnership, or any other company which directly or indirectly competes with the activity of TAMINCO or a company that pertains to the group to which TAMINCO belongs to.

This obligation shall apply, subject to a written agreement of TAMINCO, both during the implementation of his mandate within the board of managers as well as over a period of 24 months after the termination of said mandate, valid in Belgium, the Netherlands, France, Germany, Italy, Spain, China, the United States and Brazil.

The damages in case of breach of the Agreement in this clause is estimated at a lump sum of EUR 250,000.00 plus EUR 10,000 per day in which the MANAGER is in default, for which, without prior notice, a judicial recovery and specific implementation can be asked for without the need to prove actual damage and all this without prejudice to TAMINCO’S right to demand a higher amount in damages when the company can substantiate real losses.

Article 12—Intellectual property

Without prejudice to the operation of mandatory statutory provisions, the MANAGER will transfer onto TAMINCO, exclusively and finally, all intellectual property rights arising from work, performance, creations, studies, surveys, models of inventions and the like (hereinafter called the ‘Work (s)’), which have been established during his term as manager and which belong to the ordinary activities of TAMINCO, to the fullest extent, i.e. for all operating modes and forms, for the entire duration of protection and for the entire world.

TAMINCO has the sole right to determine if, and when, the Work will be exploited. Unexploited Works will nevertheless remain within its exclusive property. TAMINCO has the exclusive right to carry out the necessary formalities in order to obtain the effective protection, in law and in fact, of the Work.

Article 13—Duration and termination of the mandate

The mandate of the manager is for an indefinite period.

The unilateral termination of the mandate shall be done in a registered letter.

At any time, TAMINCO may put an end to this mandate, with due observance of a notice period of 9 months which will start on the day following serving the registered letter containing the notice, or, by paying a replacement remuneration equal to the fixed remuneration, as provided for in clause 5 (“fixed remuneration”) for the respective number of months, plus the monthly payments (or the average thereof) of the Welfare Plan and the Medical Costs Plan, also for the respective number of months.

In case the MANAGER wishes to put an end to his mandate, he shall observe a notice period of 9 months which will start on the day following the serving of the registered letter containing the notice, or, by paying a replacement remuneration equal to the fixed remuneration, as provided for in clause 5 (“fixed remuneration”) for the respective number of months, plus the monthly payments (or the average thereof) of the Welfare Plan and the Medical Costs Plan, also for the respective number of months.

Due to a particularly serious shortcoming on the part of the MANAGER or TAMINCO, the mandate can be terminated immediately without observing a notice term or replacement remuneration, notwithstanding the right to claim damages.

Regardless of the manner in which the mandate was terminated, at the time of termination, the MANAGER shall immediately provide TAMINCO with all materials, papers and documents he would have in his possession as a result of the implementation of the mandate.

Article 14—General provisions

The failure or delay of TAMINCO or the MANAGER to exercise a right or legal remedy provided for in this Agreement or by law, does not constitute a waiver of such right or legal remedy. Any waiver concerning the non-compliance of these provisions, in order to be valid, must be done in writing.

The invalidity or non-enforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. This way, the latter provisions shall remain unaffected.

The invalid or non-enforceable provisions will be replaced by other provisions or implementation measurements, upholding, as much as possible, the terms and conditions surrounding the execution of the mandate of the manager as originally intended.

Article 15—Applicable law and jurisdiction

This Agreement shall be exclusively governed by and interpreted under Belgian law. In this regard, for any disputes, only the courts in Gent are considered competent.

Drawn up in Gent on March 25, 2013

For TAMINCO

Hereby represented by Xxxxxxx Xxxxxx and Xxxx Decat


/s/ Xxxxxxx Xxxxxx				/s/ Xxxx Decat
Laurent Xxxxxx				Xxxx Decat

The MANAGER hereby expressly accepts the conditions and modalities as remunerated manager.

/s/ Xxx Xxxxxxx

the MANAGER

ANNEX 1: internal division

The Board of Managing Directors determines the following division of tasks

Taminco BVBA

Board of managers

TASK DESCRIPTION

VICE-PRESIDENT SUPPLY CHAIN, PURCHASING AND ICT

The Vice President—Supply Chain, Purchasing and ICT will have the following responsibilities, among others:

•

Carrying out research on the current sector-specific best practices in the area of logistics (supply chain) and monitoring them in the light of this research.

•

Vetting the current operations of the Company against the sector-specific best practice; identifying omissions and needs.

•

If justified, making recommendations for modifications in the logistics operations.

•

Taking on a leadership role with regard to changes in the working methods and procedures in the area of logistics to get ‘best-in-class’ results.

•

Setting up an implementing programs for monitoring working methods and procedures to ensure compliance and long-term sustainability.

•

Taking on a leadership role with regard to improvements to the ‘supply chain network’ of the Company, such as warehousing, freight, supplier relations and customer satisfaction.

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Working closely with external suppliers in order to refine and implement improvements dovetailing with the strategy and objectives of the Company.

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Managing the working capital as well as other inventory control budgets for the business operations of the Company, such as reserve inventories and slow-rotating inventories as well as other logistical needs.

•

Identifying and defining the needed assets.

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Finding suitable local providers and negotiating contractual conditions.

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Cooperating and reinforcing the commercial relations with important/strategic providers of the Company.

•

Developing a long-term approach concerning the purchasing strategy of the Company and the Board of Directors and assisting in implementing it.

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Developing and implementing a standardized and innovative IT strategy for the Company in support of the growth of the enterprise and managing these same IT functions.

•

Implementing other tasks as might be assigned formally or informally from time to time by the directors in consultation with the CEO and/or the Board of Directors, such as acquisition support, business planning, developments and strategic activities.

ANNEX II: internal regulations of the board of managers

INTERNAL REGULATIONS OF THE BOARD OF MANAGERS

1. Working method

The Board of Directors meets whenever one of the members requests it. The call for a meeting is issued validly by letter, fax or e-mail and must mention the items on the agenda of the meeting of the Board of Directors. Concerning items that are not mentioned on the agenda, the Board of Directors may deliberate and pass legally valid resolutions only if all members are present at the meeting and approve them.

Meetings of the Board of Directors are held validly at the corporate office of the Company or at any other location in Belgium as mentioned in the call for the meeting. Meetings may take place also by way of an audio- or videoconference.

The members are obligated to attend the meetings of the Board of Directors.

Minutes must be drawn up of the meetings containing as a minimum the following aspects:

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day, hour and place of the meeting;

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items on the agenda;

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brief content of the deliberations;

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decision;

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signature by the members of the Board of Directors.

The minutes of the meeting of the Board of Directors are approved at the next meeting.

The decisions of the Board of Directors are taken by simple majority of the cast votes. In case of a tied vote, the vote of the Chairman determines the outcome, except in cases when the Company has only two directors.

2. Chairman

The Board of Directors may choose a chairman from among its members. If the chairman is prevented from performing his functions, he is replaced by another director.

The chairman provides guidance to the Board of Directors and takes the necessary measures to facilitate an open discussion and promote an atmosphere of good faith within the Board of Directors.

Within the Board of Directors the chairman is responsible for the following tasks:

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convening the meetings of the Board of Directors;

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setting the agenda for the meetings of the Board of Directors;

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monitoring the correct course of the procedures concerning the preparation, deliberation, approval and implementation of the decisions;

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ensuring that all directors receive the most accurate and unambiguous information for the meetings, where appropriate during the meetings, and that all directors receive the same information;

3. Reporting

The individual members of the Board of Directors must prepare a quarterly report and submit it to the Board of Directors. This report must make mention of the following subjects:

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summary of the pending or imminent material trade and other disputes;

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important changes in the competitive situation of the group, including the reasons for them;

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important dismissals and hirings;

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possible violations of the bylaws by one or more members of the Board of Directors;

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other important events which the individual members of the Board of Directors consider must be reported to the Board of Directors;

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[…]

The report must be signed by all members of the Board of Directors.

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MANAGEMENT AGREEMENT

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