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Exhibit
10.2
EXECUTION
COPY
TERMINATION AND RELEASE
AGREEMENT
This TERMINATION AND RELEASE
AGREEMENT (this “ Agreement ”), is dated as of
July , 2007, by and among Owens
Corning, a corporation organized under the laws of Delaware
(“ Owens Corning ”), Owens Corning Composite
Coöperatief U.A. (“ OC Topco ”), a company
organized under the laws of The Netherlands and a wholly owned
subsidiary of Owens Corning and its Subsidiaries,
Société de Participations Financières et
Industrielles S.A.S., a company organized under the laws of France
(“ Saint-Gobain ”) and Ondatra S.A.S. (“
SG Topco ”), a société par actions
simplifiée organized under the laws of France. Any
capitalized term used but not otherwise defined herein shall have
the meaning ascribed to such term in the MCA (as defined
below).
WITNESSETH
:
WHEREAS, Owens Corning, OC
Topco, Saint-Gobain and SG Topco had previously agreed to enter
into a joint venture to own and operate their combined Business
(the “ Joint Venture ”);
WHEREAS, in furtherance of
the Joint Venture on February 20, 2007 (a) Owens Corning,
OC Topco, Saint-Gobain and SG Topco entered into (i) a Master
Contribution Agreement (as amended, supplemented or otherwise
modified through the date hereof, the “ MCA ”),
(ii) a Joint Venture Agreement (as amended, supplemented or
otherwise modified through the date hereof, the “ JVA
”), (iii) an Option Agreement (as amended, supplemented
or otherwise modified through the date hereof, the “
Option Agreement ”), (iv) a letter agreement in
respect of the contribution of Existing JVs, (v) a letter
agreement in respect of the Joint Venture’s business plan,
(vi) a letter agreement in respect of Saint-Gobain’s
Chambery facilities, (vii) a letter agreement in respect of
NSG Vetrotex KK and (viii) a letter agreement in respect of
the preparation of the Joint Venture’s financial statements
and the “TWIST Competence Center” (the letter
agreements in (vi-viii), collectively, the “ Letter
Agreements ”); and (b) Owens Corning and
Saint-Gobain entered into a Initial Master Transition Services
Agreement (as amended, supplemented or otherwise modified through
the date hereof, the “ IT Agreement ”, and
together with the MCA, JVA, Option Agreement and Letter Agreements,
collectively, the “ Original Agreements ”);
and
WHEREAS, the parties hereto
have now determined that they no longer desire to form the Joint
Venture and desire to terminate the Original Agreements and to be
released from all obligations relating thereto.
NOW THEREFORE, in
consideration of the mutual covenants contained herein, the parties
hereto agree as follows:
1. Terminat
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