EMPLOYMENT AGREEMENT DAVID A. BRADLEYEmployment Agreement |
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Exhibit 10.2
EMPLOYMENT AGREEMENT
DAVID A. BRADLEY
EMPLOYMENT AGREEMENT (the Agreement) dated as of April 1, 2008 by and between KRATON Polymers LLC, (KRATON or the Company), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC (Parent), a Delaware limited liability company and David Bradley (the Executive).
WHEREAS, KRATON, Parent and the Executive are party to an employment agreement, dated as of March 8, 2004, as amended (the Existing Agreement); and
WHEREAS, KRATON, Parent and the Executive desire to terminate the Existing Agreement in its entirety and enter into this Agreement, which shall, from and after the Effective Date, as such term is defined below, govern the terms and conditions of the Executives employment.
NOW THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
1. Term of Employment. Subject to the provisions of Section 7 of this Agreement, Executive shall continue to be employed by the Company for a period commencing on January 14, 2008 (the Effective Date) and ending on the day before the third anniversary of the Effective Date (the Employment Term) on the terms and subject to the conditions set forth in this Agreement; provided, however, that commencing with the third anniversary of the Effective Date and on each anniversary thereafter (each an Extension Date), the Employment Term shall be automatically extended for an additional one-year period, unless KRATON or Executive provides the other party hereto 30 days prior written notice before the next Extension Date that the Employment Term shall not be so extended.
2. Position.
a. During the Employment Term, Executive shall serve as Chief Operating Officer of KRATON. In such position, Executive shall have the duties and authority commensurate with the position as shall be determined from time to time by the Company. During the Employment Term, the Executive shall be subject to, and shall act in accordance with, all reasonable instructions and directions and all applicable policies and rules of the Company.
b. During the Employment Term, Executive will devote Executives full business time and best efforts to the performance of Executives duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Company; provided that nothing herein shall preclude Executive, subject to the prior approval of the Company, from accepting appointment to or continue to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executives duties hereunder or conflict with Section 8.
3. Base Salary. During the Employment Term, the Company shall pay Executive a base salary (the Base Salary) at the annual rate of $350,000, payable in regular installments in accordance with the Companys usual payment practices. Executive shall be entitled to annual reviews and increases in Executives Base Salary, if any, as may be determined in the sole discretion of the board of directors of KRATON (the Board).
4. Incentive Compensation. With respect to the first partial fiscal year and each full fiscal year during the Employment Term, Executive shall be eligible to earn an annual bonus award (an Annual Bonus) equal to (i) up to sixty percent (60%) of Executives Base Salary (the Target) based upon the achievement of performance objectives established by the Board, and (ii) up to 120% of the Target if such performance objectives are exceeded due to extraordinary performance, as determined by the Board.
5. Employee Benefits.
a. General. During the Employment Term, Executive shall be entitled to participate in the Companys employee benefit plans, as amended from time to time, (other than bonus, incentive or severance plans) as in effect from time to time (collectively Employee Benefits), on the same basis as those benefits are generally made available to other senior executives of the Company.
b. Other. During the Employment Term, Executive shall be eligible to participate in the equity incentive plans of the Company, its Parent and TJ Chemical Holdings LLC.
6. Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executives duties hereunder shall be reimbursed by the Company in accordance with Company policies.
7. Termination. The Employment Term and Executives employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give KRATON at least 60 days advance written notice of any resignation of Executives employment, subject to and in accordance with the provisions of this Section 7 and subsections (a) through (f). Notwithstanding any other provision of this Agreement, subject to Sections 8, 9, 10, 11(j) and 11(m), the provisions of this Section 7 shall exclusively govern Executives and the Companys rights and obligations related to termination of this Agreement and the rights and remedies upon termination of employment with the Company and its affiliates.
a. By KRATON For Cause or By Executive Resignation without Good Reason.
(i) The Employment Term and Executives employment hereunder may be terminated by KRATON for Cause (as defined below) and shall terminate automatically upon Executives resignation without Good Reason (as defined below), provided that Executive will be required to give KRATON at least 60 days advance written notice of any such resignation, and provided further that KRATON may elect to waive such notice period and to pay Executive in lieu of such notice.
(ii) For purposes of this Agreement Cause shall mean (A) Executives continued failure substantially to perform Executives duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by KRATON to Executive of such failure; provided that it is understood that this clause (A) shall not permit KRATON to terminate Executives employment for Cause because of dissatisfaction with the quality of services provided by or disagreement with the actions taken by Executive in the good faith performance of Executives duties to KRATON, (B) failure of Executive to maintain his principal residence in the same metropolitan area as KRATONs principal headquarters, which is currently located in Houston, Texas, or elsewhere as mutually agreed to by Executive and Company, (C) theft or embezzlement of Company property, (D) Executives conviction of or plea of guilty or no contest to (x) a felony or (y) a crime involving moral turpitude, (E) Executives willful malfeasance or willful misconduct in connection with Executives duties hereunder or any act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, or (F) Executives breach of the provisions of Sections 8 or 9 of this Agreement.
(iii) If Executives employment is terminated by KRATON for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to receive, within 30 days following such termination with respect to (A)-(C) below and at such time, if any, as the Employee Benefits under (D) below become due in accordance with the applicable terms thereof:
(A) the Base Salary through the date of termination, to the extent not already paid;
(B) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year;
(C) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with KRATON policy prior to the date of Executives termination; and
(D) such vested Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company as described in Section 5(a) (including, without limitation, any retirement benefits, medical, life insurance or disability benefits, accrued but unpaid vacation or other benefits Executive is entitled to pursuant to the terms of the applicable plans then in effect (the amounts described in clauses (A) through (D) hereof being referred to as the Accrued Obligations)).
Following such termination of Executives employment by KRATON for Cause or resignation by Executive without Good Reason, except as set forth in this Section 7(a)(iii), Executive shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment.
b. Disability or Death.
(i) The Employment Term and Executives employment hereunder shall terminate upon Executives death and may be terminated by KRATON if Executive becomes physically or mentally incapacitated and is 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 Executives duties (such incapacity is hereinafter referred to as Disability); provided that a termination on the basis of a Disability must occur within 90 days of the date when Executive is subject to termination due to Disability. Any question as to the existence of the Disability of Executive as to which Executive and KRATON cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and KRATON. If Executive and KRATON 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 Executive shall be final and conclusive for all purposes of the Agreement.
(ii) Upon termination of Executives employment hereunder for either Disability or death, Executive or Executives estate (as the case may be) shall be entitled to receive:
(A) at the times set forth in Section 7(a)(iii) hereof, the Accrued Obligations;
(B) a pro rata portion of any Annual Bonus that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executives termination of employment, payable when such Annual Bonus would have otherwise been payable had Executives employment not terminated.
Following Executives termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment.
c. By KRATON Without Cause or Resignation by Executive for Good Reason.
(i) The Employment Term and Executives employment hereunder may be terminated by KRATON without Cause or by Executives resignation for Good Reason.
(ii) If Executives employment is terminated by KRATON without Cause (other than by reason of death or Disability) or by Executives resignation for Good Reason, other than in the event such termination occurs within one (1) year following a Change in Control, which shall be governed exclusively by Section 7(d) hereof, Executive shall be entitled to receive:
(A) At the times set forth in Section 7(a)(iii) hereof, the Accrued Obligations;
(B) continuation of Executives annual Base Salary for a period of 12 months following such termination (the Severance Continuation Period) which shall be paid at the same time and in the same manner as if Executive had remained employed by KRATON during such period; and
(C) medical benefits for Executive and his eligible dependents comparable to those medical benefits Executive participated in on the date of termination during the Severance Continuation Period, provided in any case such medical benefits shall cease if Executive becomes entitled to medical benefits from a new employer. KRATON may provide such medical benefits by paying the Executives COBRA continuation coverage through such Severance Continuation Period.
(iii) For purposes of this Agreement, Good Reason shall mean (A) the failure of the Company to pay or cause to be paid Executives Base Salary or Annual Bonus (if any) when due, (B) a material reduction in Executives Base Salary, the Target Annual Bonus opportunity described in Section 4 herein, or Employee Benefits other than an across-the-board reduction in salary or bonus opportunity for all of the members of the Companys management team and other than a decrease in Employee Benefits that applies to all employees otherwise eligible to participate in the affected plan, (C) a relocation of Executives primary work location more than 50 miles from the work location on the date hereof, without written consent, or (D) a material reduction in Executives duties and responsibilities as described in Section 2(a) of this Agreement; provided that none of these events shall constitute Good Reason unless the Company fails to cure such event within 30 days after receipt from Executive of written notice specifying in reasonable detail the event which constitutes Good Reason; provided, further, that Good Reason shall cease to exist for an event on the 60th day following the later of its occurrence or Executives knowledge thereof, unless Executive has given KRATON written notice thereof prior to such date.
The payments and benefits described in subparagraphs 7(c)(ii)(B) (C) above shall be subject to and conditioned upon the Executives execution and delivery of a valid and effective general release and waiver, in a form satisfactory to the Company, waiving all claims the Executive may have against the Company, its affiliates and their respective executives, directors, partners, members, shareholders, successors and assigns. Following Executives termination of employment by the Company without Cause (other than by reason of Executives death or Disability) or by Executives resignation for Good Reason, except as set forth in Section 7(c)(ii), Executive shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment.
d. By KRATON Without Cause or Resignation by Executive for Good Reason Following a Change In Control.
(i) The Employment Term and Executives employment hereunder may be terminated by KRATON without Cause or by Executives resignation for Good Reason.
(ii) If the Executives employment is terminated by KRATON without Cause (other than by reason of death or Disability) or by Executives resignation for Good Reason within one (1) year following a Change in Control, Executive shall be entitled to receive:
(A) at the times set forth in Section 7(a)(iii) hereof, the Accrued Obligations;
(B) continuation of Executives annual Base Salary for the Severance Continuation Period which shall be paid at the same time and in the same manner as if Executive had remained employed by KRATON during such period;
(C) 1 times Annual Bonus calculated at the Target level payable as a lump sum; and a pro rata portion of any Annual Bonus that Executive would have been entitled to receive pursuant to Section 4 hereof in such year calculated by taking the product of (a) his Target Annual Bonus multiplied by (b) a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of his termination and the denominator of which is 365, as further adjusted to reflect the then-current bonus accrual as it exists on the Companys books as of the date of termination. All sums due under this sub-paragraph shall be payable within thirty (30) days of Executives termination of employment; and
(D) all health benefits including medical, dental and vision for Executive and his eligible dependents comparable to those health benefits Executive participated in on the date of termination during the Severance Continuation Period, provided in any case such health benefits shall cease if Executive becomes entitled to health benefits from a new employer. KRATON may provide such health benefits by paying the Executives COBRA continuation coverage through such Severance Continuation Period.
(iii) For purposes of this Agreement, Change in Control shall mean the occurrence of any of the following events:
(A) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all of the assets of the Company, Polymer Holdings, or TJ Chemical Holdings (together, the Entities) to any Person or group of related persons (a Group) for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the Exchange Act), together with any affiliates thereof o






