0001193125-14-371372 Sample Contracts

Employment Agreement
Employment Agreement • October 14th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • Delaware

This Employment Agreement (this “Agreement”), dated as of May 2, 2013 (the “Effective Date”), is made by and between Coatings Co. U.S. Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Steven R. Markevich (the “Executive”) (collectively referred to herein as the “Parties”).

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AXALTA COATING SYSTEMS BERMUDA CO., LTD. STOCK OPTION AGREEMENT GRANT NOTICE
Stock Option Agreement • October 14th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods

Unless otherwise defined herein, the terms defined in the Axalta Coating Systems Bermuda Co., Ltd. 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).

AXALTA COATING SYSTEMS, LLC NONQUALIFIED DEFERRED COMPENSATION PLAN Effective June 1, 2014
Nonqualified Deferred Compensation Plan • October 14th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • Pennsylvania
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF AXALTA COATING SYSTEMS BERMUDA CO., LTD.
Stockholders Agreement • October 14th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • Delaware

This Amended and Restated Stockholders Agreement (“Agreement”) is entered into as of this 31st day of July, 2013, by and among Axalta Coating Systems Bermuda Co., Ltd. (formerly known as Flash Bermuda Co. Ltd.), a Bermuda exempted limited liability company (the “Company”), Carlyle Partners V SA1 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA1”), Carlyle Partners V SA2 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA2”), Carlyle Partners V SA3 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA3”), Carlyle Partners V-A Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV-A”), CP V Coinvestment A Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV Coinvest A”), CP V Coinvestment B Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV Coinvest B”), CEP III Participations, S.à r.l. SICAR, a Luxembourg private limited liability company (“CEP III”), Carlyle Coatings Partners, L.P., a Cayman Isla

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