Innophos Holdings, Inc. Sample Contracts

Innophos Holdings, Inc. – LONG-TERM INCENTIVE AWARD AGREEMENT (Including Confidentiality, Non-Competition and Non-Solicitation Covenants) (April 4th, 2019)

This LONG-TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (the “Participant”).

Innophos Holdings, Inc. – LONG-TERM INCENTIVE AWARD AGREEMENT (Including Confidentiality, Non-Competition and Non-Solicitation Covenants) (April 4th, 2019)

This LONG-TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (the “Participant”).

Innophos Holdings, Inc. – INDEMNIFICATION AGREEMENT (February 27th, 2019)

This Indemnification Agreement ("Agreement") is made as of ________ __, ____ by and between Innophos Holdings, Inc., a Delaware corporation (the "Company"), and the undersigned individual ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

Innophos Holdings, Inc. – CHANGE IN CONTROL AGREEMENT (February 27th, 2019)

This CHANGE OF CONTROL AGREEMENT (the “Agreement”), dated April 26, 2017 (the “Effective Date”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Mark Santangelo (the “Executive”).

Innophos Holdings, Inc. – Management Incentive Plan Innophos, Inc. (February 27th, 2019)

The Management Incentive Plan (the “Plan”) is designed to promote the interests of Innophos, Inc. and certain of its corporate affiliates (collectively, the “Corporation”) by providing senior executives, managers and other key employees with incentives and rewards commensurate with the achievement of the business and their personal achievement of business objectives.

Innophos Holdings, Inc. – INNOPHOS, INC. RETIREMENT SAVINGS RESTORATION PLAN (February 27th, 2019)

Innophos, Inc., a Delaware corporation, (the “Employer”) hereby adopts this Innophos, Inc. Retirement Savings Restoration Plan (the “Plan”) for the benefit of a select group of management or highly compensated employees. This Plan is an unfunded arrangement and is intended to be exempt from the participation, vesting, funding, and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended. It is intended to comply with Internal Revenue Code Section 409A.

Innophos Holdings, Inc. – INNOPHOS HOLDINGS, INC. REPORTS THIRD-QUARTER 2018 RESULTS Sales of $197 million consistent with previously issued preliminary results and up 7% versus prior year, with FHN segment showing 17% growth Reports Adjusted EBITDA of $32 million, at the top end of the previously issued estimate and sequentially in line with Q1 and Q2 2018, and Net Income of $14 million Signed New PPA Supply Agreement In Support Of Strategic Value Chain Program (November 1st, 2018)

CRANBURY, New Jersey – (November 1, 2018) – Innophos Holdings, Inc. (NASDAQ: IPHS) today announced financial results for its third quarter ended September 30, 2018.

Innophos Holdings, Inc. – Confidential Treatment Requested by Innophos Holdings, Inc. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. PURIFIED PHOSPHORIC ACID (PPA) SUPPLY CONTRACT (November 1st, 2018)

This SUPPLY CONTRACT (including the General Terms and Conditions and each exhibit attached hereto, this “Contract”), dated as of January 1, 2018 (the “Effective Date”), is entered into by and between Innophos, Inc., a Delaware corporation (File No. 3829471) (the “Buyer”), EURO MAROC PHOSPHORE (Emaphos), a joint venture incorporated under the laws of Morocco and having its registered office at 2 Rue Al Abtal, Hay Erraha, 20200 Casablanca, Morocco (Registration No. 82423) (the “Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and together as the “Parties.”

Innophos Holdings, Inc. – LONG TERM INCENTIVE AWARD AGREEMENT (Including Confidentiality, Non-Competition and Non-Solicitation Covenants) [Date] (September 27th, 2018)

This LONG TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (the “Participant”).

Innophos Holdings, Inc. – INNOPHOS HOLDINGS, INC. REPORTS SECOND-QUARTER 2018 RESULTS Continued Revenue Growth in FHN Segment Driven by Strength in Legacy and Acquired Portfolios Recently Signed Milestone Sourcing Agreements Support Strategic Value Chain Repositioning and 10% Adjusted Earnings Enhancement by End of 2019 Negotiated $20 Million To Offset Specific Value Chain Transition Charges Over Time (July 30th, 2018)

CRANBURY, New Jersey – (July 30, 2018) – Innophos Holdings, Inc. (NASDAQ: IPHS) today announced financial results for its second quarter ended June 30, 2018.

Innophos Holdings, Inc. – MERCHANT GREEN ACID SUPPLY AGREEMENT (July 2nd, 2018)

This Agreement (this “Agreement”), dated as of June 29, 2018, is by and between Innophos, Inc., a Delaware corporation (“Innophos”), and PCS Sales (USA), Inc., a Delaware corporation (“Supplier”). Innophos and Supplier are each referred to as a “Party” and collectively as the “Parties.”

Innophos Holdings, Inc. – Innophos Announces New Purified Phosphoric Acid (“PPA”) Supply Agreement with Nutrien Ensures Security of Supply for Specialty Phosphate Product Portfolio Demonstrates Continued Commitment to Market-Leading Specialty Phosphate Technology-based Solutions (July 2nd, 2018)

CRANBURY, New Jersey – (July 2, 2018) – Innophos Holdings, Inc. (NASDAQ: IPHS) today announced that it has entered into a three-year Purified Phosphoric Acid (“PPA”) supply agreement with Nutrien, a global agriculture leader that was formed in January 2018 with the merger of Agrium and PotashCorp, the former parent company of PCS Purified Phosphates. The new contract replaces the existing long-term supply agreement set to expire in July 2018.

Innophos Holdings, Inc. – PURIFIED WET PHOSPHORIC ACID SUPPLY AGREEMENT (July 2nd, 2018)

This Agreement (this “Agreement”) is made effective as of July 30, 2018 (the “Effective Date”), by and between Innophos, Inc., a Delaware corporation (“Innophos”), and PCS Sales (USA), Inc., a Delaware corporation (“Supplier”). Innophos and Supplier are each referred to as a “Party” and collectively as the “Parties.”

Innophos Holdings, Inc. – Innophos Advances Strategic Value Chain Repositioning Initiative with Additional Milestone Strategic Sourcing Arrangements Initiative Expected to Deliver 10% Adjusted Diluted EPS Improvement by Year-end 2019 Complements Recently Announced Nutrien PPA Agreement to Deliver Greater Supply Optionality, Security of Supply and an Improved Sustainable Cost Structure (July 2nd, 2018)

CRANBURY, New Jersey – (July 2, 2018) – Innophos Holdings, Inc. (NASDAQ: IPHS) today announced that as part of its strategic value chain repositioning initiative it has restructured its merchant grade acid (“MGA”) strategic sourcing arrangement with global agricultural leader Nutrien, including a new MGA strategic supply agreement. Combined with the new Nutrien Purified Phosphoric Acid (“PPA”) supply agreement announced earlier today and other internal strategic manufacturing optimization actions, Innophos will meaningfully diversify its supply base, deliver an improved sustainable cost structure and advance Innophos’ previously announced strategic value chain repositioning effort that is expected to deliver a 10% improvement to adjusted diluted EPS by the end of 2019.

Innophos Holdings, Inc. – TERMINATION AGREEMENT (July 2nd, 2018)

THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2018 (the “Signing Date”), by and among PCS Sales (USA), Inc., a Delaware Corporation (“PCSS”), PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“PCSN” and collectively with PCSS, “PCS”), and Innophos, Inc., a Delaware corporation (“Innophos”). PCSS, PCSN and Innophos are each referred to as a “Party” and collectively as the “Parties.”

Innophos Holdings, Inc. – ADDENDUM TO THE AMENDED AND RESTATED ACID PURCHASE AGREEMENT (July 2nd, 2018)

This Addendum (the “Addendum”) to the Amended and Restated Acid Purchase Agreement, dated March 23, 2000 (the “MGA Supply Agreement”), is entered into and effective as of June 29, 2018 (the “Effective Date”) among Innophos, Inc., a Delaware corporation, as the successor in interest under the Agreement to Rhodia Inc. (“Innophos”), PCS Sales (USA), Inc., a Delaware Corporation (“PCSS”), and PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“PCSN” and, together with PCSS, “PCS”).

Innophos Holdings, Inc. – SERVICES AGREEMENT by and between PCS NITROGEN FERTILIZER, L.P. and INNOPHOS, INC. Dated as of June 29, 2018 (July 2nd, 2018)

This SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”), dated as of June 29, 2018 (the “Signing Date”), is by and between PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (“PCS”), and Innophos, Inc., a Delaware corporation (“Innophos”). PCS and Innophos are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

Innophos Holdings, Inc. – INNOPHOS HOLDINGS, INC. 2018 Long-Term Incentive Plan (May 16th, 2018)
Innophos Holdings, Inc. – LONG TERM INCENTIVE AWARD AGREEMENT (Including Confidentiality, Non-Competition and Non-Solicitation Covenants) [Year] (April 4th, 2018)

This LONG TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (the “Participant”).

Innophos Holdings, Inc. – LONG TERM INCENTIVE AWARD AGREEMENT (Including Confidentiality, Non-Competition and Non-Solicitation Covenants) [Year] (April 4th, 2018)

This LONG TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (the “Participant”).

Innophos Holdings, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (March 1st, 2018)

AGREEMENT, dated October 7, 2016 (the “Agreement”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Joshua Shane Horenstein (the “Executive”).

Innophos Holdings, Inc. – CHANGE IN CONTROL AGREEMENT (March 1st, 2018)

This CHANGE OF CONTROL AGREEMENT (the “Agreement”), dated July 15, 2016 (the “Effective Date”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Sherry Duff (the “Executive”).

Innophos Holdings, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (March 1st, 2018)

AGREEMENT, dated April 1, 2016 (the “Agreement”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Hermanus (Han) Kieftenbeld (the “Executive”).

Innophos Holdings, Inc. – BYLAWS OF INNOPHOS HOLDINGS, INC. A Delaware Corporation (Amended and Restated as of February 58, 20168) (February 12th, 2018)
Innophos Holdings, Inc. – BYLAWS OF INNOPHOS HOLDINGS, INC. A Delaware Corporation (Amended and Restated as of February 8, 2018) (February 12th, 2018)
Innophos Holdings, Inc. – AGREEMENT AND PLAN OF MERGER Dated as of July 28, 2017 by and among INNOPHOS HOLDINGS, INC., THOR MERGER SUB, INC., GENNX NOVEL HOLDING, INC. and GENNX NOVEL REPRESENTATIVE, LLC as the Shareholders’ Representative (August 1st, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2017 (this “Agreement”), is made by and among: (i) Innophos Holdings, Inc., a Delaware corporation, (“Parent”); (ii) Thor Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”); (iii) GenNx Novel Holding, Inc., a Delaware corporation (the “Company”) and (iv) GenNx Novel Representative, LLC, a Delaware limited liability company, solely in its capacity as the shareholder representative hereunder (the “Shareholders’ Representative”). Capitalized terms used herein without definition shall have the meanings specified in ARTICLE I.

Innophos Holdings, Inc. – CHANGE IN CONTROL AGREEMENT (June 6th, 2017)

This CHANGE OF CONTROL AGREEMENT (the “Agreement”), dated June 1, 2017 (the “Effective Date”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Amy Hartzell (the “Executive”).

Innophos Holdings, Inc. – LONG TERM INCENTIVE AWARD AGREEMENT (Including Confidentiality, Non-Competition and Non-Solicitation Covenants) [Date] (April 7th, 2017)

This LONG TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (the “Participant”).

Innophos Holdings, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (February 28th, 2017)

AGREEMENT, dated as of the Effective Date specified below (this “Agreement”) by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Jean Marie Mainente (the “Executive”).

Innophos Holdings, Inc. – LONG TERM INCENTIVE AWARD AGREEMENT (February 28th, 2017)

This LONG TERM INCENTIVE AWARD AGREEMENT (“Agreement”) made as of the date shown below by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereof (“the Participant”).

Innophos Holdings, Inc. – Contract (February 28th, 2017)

THIS AMENDMENT AGREEMENT TO A CERTAIN PARTIAL ASSIGNMENT OF RIGHTS AND DUTIES AGREEMENT APICOA01-032/2013 IS ENTERED INTO BY AND BETWEEN ADMINISTRACIÓN PORTUARIA INTEGRAL DE COATZACOALCOS S.A. DE C.V., HEREIN REPRESENTED BY DR. OVIDIO NOVAL NICOLAU, IN HIS CAPACITY AS CHIEF EXECUTIVE OFFICER, PARTY OF THE FIRST PART, AND INNOPHOS FOSFATADOS DE MÉXICO, S. DE R.L. DE C.V., HEREIN REPRESENTED BY HECTOR LUIS SERRANO SAUCEDO, ESQ., IN HIS CAPACITY AS LEGAL ATTORNEY-IN-FACT, PARTY OF THE SECOND PART, HEREINAFTER AND FOR THE PURPOSE OF THIS AGREEMENT REFERRED TO AS API AND INNOPHOS, RESPECTIVELY, IN ACCORDANCE WITH THE FOLLOWING ANTECEDENTS, REPRESENTATIONS AND ARTICLES:

Innophos Holdings, Inc. – CREDIT AGREEMENT among INNOPHOS HOLDINGS, INC., as the Company, CERTAIN DOMESTIC SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTY HERETO, as Subsidiary Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and BANK OF AMERICA, N.A. and SUNTRUST BANK, as Co-Syndication Agents Dated as of December 22, 2016 WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Jo (December 22nd, 2016)

THIS CREDIT AGREEMENT, dated as of December 22, 2016, is by and among INNOPHOS HOLDINGS, INC., a Delaware corporation (the “Company”), the Subsidiary Borrowers (as hereinafter defined), the Guarantors (as hereinafter defined), the banks and financial institutions from time to time parties to this Agreement (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

Innophos Holdings, Inc. – Strong and Consistent Earnings Performance Improved Margin Profile and Strong Cash Generation Announces Strategic Two-year Tolling Agreement for GTSP Co- Product Business (October 27th, 2016)

CRANBURY, New Jersey – (October 27, 2016) – Innophos Holdings, Inc. (NASDAQ: IPHS), today announced its financial results for the third quarter ending September 30, 2016.

Innophos Holdings, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (April 6th, 2016)

AGREEMENT, dated April 1, 2016 (the “Agreement”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Hermanus (Han) Kieftenbeld (the “Executive”).

Innophos Holdings, Inc. – BYLAWS OF INNOPHOS HOLDINGS, INC. A Delaware Corporation (February 9th, 2016)