INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Arizona
This Indemnity Agreement (this “Agreement”), dated as of , 20 , is made by and between Isola Group Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and (the “Indemnitee”).
ContractParticipant Letter Agreement • March 28th, 2013 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers
· The 2012 VICP defines three levels of Consolidated Adjusted EBITDA for determining bonus awards: a Threshold level, at which point bonuses begin to be earned; a Target level, which is expressed as a percentage of the participant’s salary; and a Maximum level beyond which no additional bonus can be earned.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Arizona
WHEREAS, the company desires that the Executive serve the Company as its President, North America on the terms and conditions set forth herein.
THE LOANS UNDER THIS AGREEMENT HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). THE ISSUE PRICE, AMOUNT OF OID AND YIELD TO MATURITY MAY BE OBTAINED BY CONTACTING THE BORROWER PURSUANT TO THE NOTICE PROVISIONS HEREOF. MEZZANINE CREDIT AND...Counterpart Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • New York
This MEZZANINE CREDIT AND GUARANTY AGREEMENT, dated as of September 30, 2010, is entered into by and among ISOLA USA CORP., a Delaware corporation (“Borrower”), ISOLA GROUP, a Luxembourg limited liability company (“Lux 1”), HATTRICK LUX NO. 2 S.ÀR.L., a Luxembourg limited liability company (“Lux 2”), HATTRICK LUX NO. 4 S.ÀR.L., a Luxembourg limited liability company (“Lux 4”), HATTRICK HOLDINGS U.S. INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto (such term and each other capitalized term used but not defined herein having the meaning given to it in Section 1), and the Lenders party hereto from time to time.
Re: Amendments to Employment AgreementIsola Group Ltd. • March 30th, 2012 • Plastic materials, synth resins & nonvulcan elastomers
The purpose of this letter is to set forth certain corrections to the Employment Agreement between you and Isola USA Corp. (the “Company”), dated April 30, 2007 (the “Original Agreement”), that are intended to conform the Original Agreement to the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) or exemptions therefrom. Please indicate your agreement to these corrections by signing and dating the enclosed copy of this letter and returning it to me.
Re: Amendment to Restated Employment AgreementIsola Group • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers
The purpose of this letter is to set forth certain revisions to Section 7 of the Restated Employment Agreement between you and Isola USA Corp. (the “Company”), dated October 1, 2004, as amended on December 5, 2011 (the “Original Agreement”). Please indicate your agreement to these revisions by signing and dating the enclosed copy of this letter and returning it to me.
WAIVER AND AMENDMENT NO. 1Waiver And • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • New York
This WAIVER AND AMENDMENT NO. 1, dated as of May 19, 2011 (this “Waiver”), to the Credit and Guaranty Agreement, dated as of September 30, 2010 (the “Credit Agreement”), by and among ISOLA USA CORP., a Delaware corporation (“Borrower”), ISOLA GROUP, a Luxembourg limited liability company (“Lux 1”), HATTRICK LUX NO. 2 S.ÀR.L., a Luxembourg limited liability company, HATTRICK LUX NO. 4 S.ÀR.L., a Luxembourg limited liability company, HATTRICK HOLDINGS U.S. INC., a Delaware corporation, the other Guarantors party thereto, the Lenders party thereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC, as syndication agent, as Administrative Agent (“Administrative Agent”), as collateral agent, and as documentation agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
ISOLA GROUP LTD. SHARE OPTION AGREEMENT (For US Participant)Share Option Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Isola Group Ltd. (the “Company”) has granted to the Participant named in the Notice of Grant of Share Option (the “Grant Notice”) to which this Share Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain Shares upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Isola Group Ltd. 2012 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of Shares issuable pursuant to the Option (the “Plan Prospectus”), (b) accepts th
Re: Amendments to Amended and Restated Employment AgreementIsola Group Ltd. • March 30th, 2012 • Plastic materials, synth resins & nonvulcan elastomers
The purpose of this letter is to set forth certain corrections to the Amended and Restated Employment Agreement between you and Isola USA Corp. (the “Company”), dated August 11, 2008 (the “Original Agreement”), that are intended to conform the Original Agreement to the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) or exemptions therefrom. Please indicate your agreement to these corrections by signing and dating the enclosed copy of this letter and returning it to me.
ISOLA GROUP LTD. SHAREHOLDERS AND REGISTRATION RIGHTS AGREEMENTShareholders and Registration Rights Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers
This Shareholders and Registration Rights Agreement (the “Agreement”), dated as of , 2012, is entered into by and among the Shareholders and Isola Group Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”).
DISTRIBUTOR AGREEMENTDistributor Agreement • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Arizona
This Agreement made as of the First day of June 2004 between Isola USA Corp. (“Company”), a Delaware corporation having its principal place of business at 7400 W. Detroit Street, Chandler, Arizona 85226, and Insulectro (“Distributor”), a California corporation having its principal place of business at 20362 Windrow Drive, Lake Forest, California 92630.
April 1,2012 Re: Amendment to Restated Employment Agreement Dear Ray:Isola Group Ltd. • August 13th, 2012 • Plastic materials, synth resins & nonvulcan elastomers
This letter agreement amends and restates certain provisions of the Amended and Restated Employment Agreement between you and Isola USA Corp. (the “Company”), dated August 11, 2008, as amended on December 5, 2011 (the “Original Agreement”). Please indicate your agreement to these amended provisions by signing and dating the enclosed copy of this letter and returning it to me.
ISOLA GROUP LTD. SHARE OPTION AGREEMENT (For Non-US Participant)Share Option Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Isola Group Ltd. (the “Company”) has granted to the Participant named in the Notice of Grant of Share Option (the “Grant Notice”) to which this Share Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain Shares upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Isola Group Ltd. 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of Shares issuable pursuant to the Option (the “Plan Prospectus”), (b) accepts th
DISTRIBUTOR AGREEMENTDistributor Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Wisconsin
This Agreement made as of the First day of June 2004 between Isola USA Corp. (“Company”), a Delaware corporation having its principal place of business at 7400 W. Detroit Street, Chandler, Arizona 85226, and Insulectro (“Distributor”), a California corporation having its principal place of business at 20362 Windrow Drive, Lake Forest, California 92630.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Texas
This AGREEMENT, dated as of June 2, 2004 and as amended and restated on August 11, 2008 (the “Agreement”), between Isola USA Corp, (the “Company”), and Ray Sharpe (the “Executive”).
Re: Amendments to Restated Employment AgreementIsola Group Ltd. • March 30th, 2012 • Plastic materials, synth resins & nonvulcan elastomers
The purpose of this letter is to set forth certain corrections to the Restated Employment Agreement between you and Isola USA Corp. (the “Company”), dated October 1, 2004 (the “Original Agreement”), that are intended to conform the Original Agreement to the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) or exemptions therefrom. Please indicate your agreement to these corrections by signing and dating the enclosed copy of this letter and returning it to me.
WAIVER AND AMENDMENT NO. 2Waiver And • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • New York
This WAIVER AND AMENDMENT NO. 2, dated as of June 24, 2011 (this “Waiver No. 2”), to the Mezzanine Credit and Guaranty Agreement, dated as of September 30, 2010 (as amended by Waiver No. 1 (as defined below), further amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among ISOLA USA CORP., a Delaware corporation (“Borrower”), ISOLA GROUP, a Luxembourg limited liability company (“Lux 1”), HATTRICK LUX NO. 2 S.Á.R.L., a Luxembourg limited liability company (“Lux 2”), HATTRICK LUX NO. 4 S.Á.R.L., a Luxembourg limited liability company, HATTRICK HOLDINGS U.S. INC., a Delaware corporation, the other Guarantors party thereto, and the Lenders party thereto from time to time. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
Re: Amendments to Employment AgreementIsola Group • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers
The purpose of this letter is to set forth certain corrections to the Employment Agreement between you and Isola USA Corp. (the “Company”), dated July 21, 2011 (the “Original Agreement”), that are intended to conform the Original Agreement to the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) or exemptions therefrom. Please indicate your agreement to these corrections by signing and dating the enclosed copy of this letter and returning it to me.
September 30, 2010Employment Agreement • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Texas
This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and performed therein. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
ISOLA GROUP LTD. RESTRICTED SHARES AGREEMENT (For US Participant)Restricted Shares Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Isola Group Ltd. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Shares (the “Grant Notice”) to which this Restricted Shares Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Isola Group Ltd. 2012 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the
General Manager employment contract between Isola GmbH Isolastrasse 2 52353 Düren (hereinafter referred to as the “Company”) and Mr. Karl Stollenwerk [Address on file] (hereinafter referred to as “Mr. Stollenwerk” or the “General Manager”) PreambleIsola Group Ltd. • March 30th, 2012 • Plastic materials, synth resins & nonvulcan elastomers
Mr. Stollenwerk was appointed as General Manager of the Company by shareholder resolution dated 2/17/2006. For that reason, the following General Manager contract is hereby concluded:
CONTRIBUTION AGREEMENTContribution Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of , 2012 (the “Effective Date”), by and among TPG Hattrick Partners LP, a Delaware limited partnership (the “Shareholder”) and Isola Merger Co., an exempted company incorporated under the laws of the Cayman Islands (“Isola Cayman”) and in the presence of Isola Group S.à r.l., a company incorporated under the laws of Luxembourg (“Isola Lux”).
WAIVER AND AMENDMENT NO. 2Waiver And • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • New York
This WAIVER AND AMENDMENT NO. 2, dated as of June 30, 2011 (this “Waiver No. 2”), to the Credit and Guaranty Agreement, dated as of September 30, 2010 (as amended by Waiver No. 1 (as defined below), further amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among ISOLA USA CORP., a Delaware corporation (“Borrower”), ISOLA GROUP, a Luxembourg limited liability company (“Lux 1”), HATTRICK LUX NO. 2 S.À.R.L. (“LUX 2”), a Luxembourg limited liability company, HATTRICK LUX NO. 4 S.À.R.L., a Luxembourg limited liability company, HATTRICK HOLDINGS U.S. INC., a Delaware corporation, the other Guarantors party thereto, the Lenders party thereto from time to time, GOLDMAN SACHS LENDING PARTNERS LLC, as syndication agent, as Administrative Agent (“Administrative Agent”), as collateral agent, and as documentation agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
WAIVER AND AMENDMENT NO. 1Waiver And • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • New York
This WAIVER AND AMENDMENT NO. 1, dated as of May 19, 2011 (this “Waiver”), to the Mezzanine Credit and Guaranty Agreement, dated as of September 30, 2010 (the “Credit Agreement”), by and among ISOLA USA CORP., a Delaware corporation (“Borrower”), ISOLA GROUP, a Luxembourg limited liability company (“Lux 1”), HATTRICK LUX NO. 2 S.ÀR.L., a Luxembourg limited liability company, HATTRICK LUX NO. 4 S.ÀR.L., a Luxembourg limited liability company, HATTRICK HOLDINGS U.S. INC., a Delaware corporation, the other Guarantors party thereto, and the Lenders party thereto from time to time. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Arizona
This Restated Employment Agreement, effective as of October 1, 2004, is between Isola USA Corp., a Delaware corporation, (hereinafter the “Company”) and Tarun Amla, (hereinafter “the Executive”).
