CONSULTING AGREEMENT
Exhibit 10.0(b)
This Consulting Agreement (this “Agreement”), made as of the 1st day of February,
2008 (the “Effective Date”), is between KRATON Polymers LLC, a Delaware limited liability company
having its principal offices at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx Xxxxx, Xxxxxxx, XX
00000 (“Company”), and Xxxxxx X. Xxxxxxx, an individual resident of the State of Texas, residing at
000 X. Xxxxxxxx Xxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000 (“Consultant”).
WITNESSETH:
Whereas, Consultant was, until January 14, 2008, the Chief Executive Officer of the Company;
and
Whereas, Company desires to retain Consultant to advise and perform such reasonable services
as the Company may from time to time request in connection with the transition to a successor Chief
Executive Officer, on the terms, and subject to the conditions, set forth herein.
Now, therefore, in consideration of the foregoing, the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. CONSULTANT WORK
Consultant shall perform such services as the board of directors of the Company or the
successor Chief Executive Officer of the Company shall request from time to time during the Term as
defined below. The services described herein are collectively referred to as the “Work.”
2. TERM
This Agreement is effective for a term commencing as of the date hereof and extending until
June 30, 2008 (the “Term”).
3. PERFORMANCE OF WORK
(a) Consultant will perform the Work in a diligent and workmanlike manner consistent with the
best professional standards and practices. Consultant will also perform the Work in accordance with
all applicable and existing laws, regulations and ordinances, and Company standards and
specifications as are made known to Consultant by Company.
(c) In performing the Work, Consultant will be available at such times, and at such locations,
as are agreed upon between Company and Consultant.
4. PAYMENT FOR WORK: EXPENSES
(a) Company will pay Consultant, for performance of the Work, the sum of $93,750 (the “Fee”),
payable as follows: $20,833.33 on each of February 15, March 17, and April 15, and $10,416.67 on
each of May 15, June 16 and June 30. All reasonable travel expenses, other than local travel
expenses, related to the consultation and any other expenses reasonably incurred by the Consultant
in the course of said consultation shall be reimbursed by
Company provided that any such expenses are incurred with the prior knowledge and approval of
Company. Such reimbursement for expenses shall be paid upon submission of appropriate
invoices/receipts to Company. No payroll or employment taxes of any kind (including, but not
limited to, FICA, FUTA, federal or state personal income taxes, state disability insurance taxes,
and state unemployment taxes) shall be withheld or paid with respect to any payments to Consultant.
Company and Consultant agree that Consultant is fully and solely responsible for filing appropriate
tax returns, social security contributions and any other relevant payments to government
authorities. Consultant acknowledges and agrees that the Fee set forth herein is the only
compensation for services performed in connection with the Work, and that he is not entitled to any
commissions or compensation other than the Fee, except as provided in Section 4(b) below.
(b) In the event that the Company enters into a definitive agreement (subject to customary
closing conditions) on or before April 30, 2008 to engage in Project Triumph on terms and
conditions substantially similar to the terms and conditions negotiated in December 2007, as
determined by the Company in good faith, and the closing of such transaction occurs on or before
December 31, 2008, Consultant shall receive, within 30 days following the consummation of such
transaction, and subject to execution of the Release, as such term is defined in the separation
agreement by and between the Consultant and the Company and dated January 24, 2008 (the “Separation
Agreement”), and such Release becoming effective, following the end of the Term, a lump sum bonus
equal to $1,750,000.
(c) The payments of this Section 4 above are full and complete compensation for the Work
provided by Consultant under this Agreement.
5. INDEPENDENT CONTRACTOR
Consultant’s relationship with Company will be that of an independent contractor. Nothing in
this Agreement is to be construed as designating Consultant as an employee, agent, joint venturer,
or partner of Company. Consultant shall not have the authority to bind or contract on behalf of
Company in the performance of the Work.
6. HOLD HARMLESS
Consultant acknowledges that he shall be solely responsible for personal injury and/or
property damage incurred by him while performing the Work, except to the extent such injury and/or
property damage is the result of negligence on the part of the Company or its employees. Consultant
will hold Company harmless from and against any personal injury or property damages that occurs
while traveling on behalf of Company or while present at any facilities owned by Company, except to
the extent such injury and/or property damage is the result of negligence on the part of the
Company or its employees.
7. ASSIGNMENT.
Neither this Agreement (including all rights, duties and obligations hereunder) nor any claim
against Company or Consultant arising directly or indirectly out of or in connection with this
Agreement shall be assignable by Company or Consultant or by operation of law, without the prior
written consent of the other party. However, notwithstanding the above, Company shall have the
right to assign this Agreement to an affiliate of Company, or to a purchaser or other successor to
a significant portion of Company’s assets involved in the subject matter hereof, without the
consent of Consultant.
8. MISCELLANEOUS
(a) Each of the provisions contained in this Agreement shall be severable, and the
unenforceability of one shall not affect the enforceability of any others or of the remainder of
this Agreement.
(b) This Agreement may not be amended, supplemented or otherwise modified except by an
instrument in writing signed by all the parties hereto. This Agreement and the Separation Agreement
together contain the entire agreement of the parties hereto with respect to the transactions
covered hereby, superseding all negotiations, prior discussions and preliminary agreements made
prior to the date hereof.
(c) This Agreement is solely for the benefit of the parties hereto and their respective
affiliates, if any, and no provision of this Agreement shall be deemed to confer upon third parties
any remedy, claim, liability, reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement.
(d) The failure of any party to enforce any condition or part of this Agreement at any time
shall not be construed as a waiver of that condition or part, nor shall it forfeit any rights to
future enforcement thereof
(e) This Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Delaware without regard to the conflicts of laws provisions thereof
(f) More than one counterpart of this Agreement may be executed by the parties hereto, and
each fully executed counterpart shall be deemed an original.
(g) All communications, notices and consents provided for herein shall be in writing and be
given in person or by means of telex, facsimile or other means of wire transmission (with request
for assurance of receipt in a manner typical with respect to communications of that type) or by
mail, and shall become effective (x) on delivery if given in person, (y) on the date of
transmission if sent by telex, facsimile or other means of wire transmission, or (z) four business
days after being deposited in the United States mails, with proper postage and documentation, for
first-class registered or certified mail, prepaid.
Notices shall be addressed as follows: If to Consultant,
to:
Xxxxxx Xxxxxxx
000 X. Xxxxxxxx Xxxx Xxxxx Xxx Xxxxxxxxx,
XX 00000
000 X. Xxxxxxxx Xxxx Xxxxx Xxx Xxxxxxxxx,
XX 00000
If to Company, to:
KRATON Polymers LLC
c/o Texas Pacific Group
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, XX 00000
Attention: General Counsel
c/o Texas Pacific Group
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, XX 00000
Attention: General Counsel
provided, however, that if any party shall have designated a different address by notice to
the other, then to the last address so designated.
(h) The language in all parts of this Agreement shall be construed, in all cases, according to
its fair meaning. The parties acknowledge that each party and its counsel have reviewed and revised
this Agreement and that any rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement
(i) Consultant acknowledges that Company has not made any verbal representations contrary to
what is set forth in this Agreement and the Separation Agreement.
IN WITNESS WHEREOF, Company and Consultant have executed this Agreement in duplicate originals on
the dates written below.
| KRATON POLYMERS LLC |
||||
| By: | /s/ Xxxxxxx X. Xxx | |||
| Name: | Xxxxxxx X. Xxx | |||
| Title: | VP - HR | |||
| Date: | 2/1/08 | |||
| /s/ Xxxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxxxx | ||||
