Exhibit 10.0(b)
CONSULTING AGREEMENT
This Consulting Agreement (this
“Agreement”), made as of the 1 st day of
February, 2008 (the “Effective Date”), is between
KRATON Polymers LLC, a Delaware limited liability company having
its principal offices at 700 Milam Street, 13 th Floor, North
Tower, Houston, TX 77002 (“Company”), and George B.
Gregory, an individual resident of the State of Texas, residing at
238 N. Tranquil Path Drive, The Woodlands, TX 77380
(“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 ter
