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AMENDMENTS TO ARRANGEMENTS BETWEEN ROGER P. MORGAN AND KRATON POLYMERS LLC

Confidentiality Agreement

AMENDMENTS TO ARRANGEMENTS 

BETWEEN ROGER P. MORGAN AND 

KRATON POLYMERS LLC You are currently viewing:
This Confidentiality Agreement involves

KRATON POLYMERS LLC | Polymer Holdings LLC | Ripplewood Chemical Holding LLC

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Title: AMENDMENTS TO ARRANGEMENTS BETWEEN ROGER P. MORGAN AND KRATON POLYMERS LLC

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Amendment to Arrangement

Exhibit 10.14

 

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AMENDMENTS TO ARRANGEMENTS

BETWEEN ROGER P. MORGAN AND

KRATON POLYMERS LLC

 

WHEREAS, KRATON Polymers LLC (the “Company”) has entered into, among other agreements, (i) a Statement of Employment Particulars with Dr. Roger P. Morgan (the “Employee”), dated as of January 21, 2002 (the “Employment Agreement”) and (ii) a Confidentiality, Non-Competition and Proprietary Information Agreement with Employee, dated as of January 1, 2002 (the “Non-Compete Agreement, and together with the Employment Agreement, referred to herein as the “Agreements”);

 

WHEREAS, reference is also made to a letter to Employee, dated January 21, 2002, describing the Redundancy Arrangements relating to Employee (the “Redundancy Letter”);

 

WHEREAS, pursuant to a merger agreement entered into by Polymer Holdings LLC (“Parent”) and Ripplewood Chemical Holding LLC, the Company and its subsidiaries have entered into a merger agreement pursuant to which the Company and its subsidiaries became wholly owned subsidiaries of Parent;

 

WHEREAS, the Company desires that Employee continues to be employed by the Company and Employee desires to accept such employment with the Company;

 

WHEREAS, the Company and the Employee wish to amend the Agreements in the manner described below and to confirm the continued effectiveness of each of the Agreements as amended hereby;

 

WHEREAS, the Company and the Employee wish to terminate the Redundancy Letter;

 

WHEREAS, any capitalized terms used herein and not defined shall have the meanings ascribed to them in the Employment Agreement or Non-Compete Agreement, as applicable; and

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree to amend the Agreements as follows:

 

1. Remuneration Package. Section 6.1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“You will receive a basic salary of £130,000 (one hundred and thirty thousand pounds) per annum, which will be inclusive of a London Allowance. No additional London Allowance will be paid to you. Your basic salary will be paid monthly in arrears.

 

With respect to the first partial fiscal year and each full fiscal year during your employment after the date of this amendment, you will be eligible to earn an annual bonus award (an “Annual Bonus”) equal to up to fifty percent (50%) of your basic salary (the “Target”) based upon the achievement of performance objectives established by the Board, provided that you are employed on the date of payment of the Annual Bonus in

 


accordance with the applicable terms thereof. Notwithstanding the preceding sentence, in the event your employment terminates due to your death or “Disability” (as defined below), you will be entitled to receive a pro rata portion of Annual Bonus that you would have been entitled to receive in such year based upon the percentage of the fiscal year that shall have elapsed through the date of your termination of employment, payable when such Annual Bonus would have otherwise been payable had your employment not terminated.

 

For purposes of this Agreement, you shall have a “Disability” if you are physically or mentally incapacitated and are 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 your duties. Any question as to the existence of the Disability as to which you and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to you and the Company. If you and the Company 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 you shall be final and conclusive for all purposes of the Agreement.

 

The Company intends to establish a deferred compensation plan, under which you may elect to defer, no later than March 1st of the year in which the affected Annual Bonus is earned, up to 50% of such Annual Bonus which may be paid at a later date in shares or units through KRATON Management LLC. The terms and conditions of the deferred compensation plan shall be provided in a separate plan document, which will provide, among other things, that the Board of Directors (of the Company or one of its affiliates, as appropriate) shall determine the value of the shares or units as applicable for purposes of the deferred compensation plan.

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