Hsc Capital Corp Watch

from S-4 25 pages Whereas, in Connection Herewith, the Board Has Approved the Momentive Performance Materials Holdings LLC 2011 Equity Incentive Plan (The “2011 Plan”) Under Which the Company May, From Time to Time, Issue Equity Awards to Selected Members of Management of the Company, Its Subsidiaries or Affiliates and the Apollo Group (Each as Hereinafter Defined). Now, Therefore, in Consideration of the Premises and of the Mutual Covenants and Obligations Hereinafter Set Forth, the Parties Agree as Follows: Section 1. Definitions; Rules of Construction. (A) as Used in This Agreement

from S-4 10 pages Form of Director Unit Option Agreement of Momentive Performance Materials Holdings LLC

from S-4 22 pages Unit Option Agreement of Momentive Performance Materials Holdings LLC

from S-4 26 pages Restricted Deferred Unit Award Agreement of Momentive Performance Materials Holdings LLC

from S-4 19 pages Momentive Performance Materials Holdings LLC 2011 Equity Incentive Plan

from S-4/A 5 pages Hexion Specialty Chemicals, Inc. 2006 Salaried Incentive Plan

from 10-K 6 pages Indemnity Agreement

from 8-K 15 pages Second Deed of Pledge of Shares

from 8-K 18 pages First Deed of Pledge of Shares

from 8-K 41 pages Second Amended and Restated US Pledge Agreement Among Resolution Performance Products Inc., Resolution Performance Products LLC, Rpp Capital Corporation, Various Subsidiaries of Resolution Performance Products Inc. and General Electric Capital Corporation, as Collateral Agent Dated as of November 14, 2000 Amended and Restated as of April 9, 2003 Amended as of December 22, 2003 and Amended and Restated as of the Second Restatement Effective Date

from 8-K 54 pages Second Amended and Restated US Security Agreement Among Resolution Performance Products Inc., Resolution Performance Products LLC, Rpp Capital Corporation, Various Subsidiaries of Resolution Performance Products Inc. and General Electric Capital Corporation, as Collateral Agent Dated as of November 14, 2000 and Amended and Restated as of April 9, 2003, Amended as of December 22, 2003 and Amended and Restated as of the Second Restatement Effective Date

from 8-K 12 pages US Guaranty

from 8-K 8 pages 1. Employment

from 10-Q 14 pages Management Services Agreement

from 10-Q 9 pages In Order to Induce Executive to Accept Employment With the Company, the Company Desires to Provide Executive With Compensation and Other Benefits on the Terms and Conditions Set Forth in This Agreement. Executive Is Willing to Enter Into Such Employment and Perform Services for the Company on the Terms and Conditions Set Forth in This Agreement. Therefore, the Company and Executive Agree as Follows: 1. Employment

from 10-Q 14 pages Separation Agreement (This “Agreement”), Dated as of May 10, 2004 (The “Execution Date”), Among Resolution Performance Products Inc., a Delaware Corporation (The “Rpp Inc.”), Resolution Performance Products LLC, a Delaware Limited Liability Company (“Rpp LLC,” and Together With Rpp Inc., Each a “Company” and Collectively, the “Companies”), and J. Travis Spoede (The “Executive”)

from 10-Q 3 pages Amendment No. 2, Dated March 22, 2004 (This “Amendment No. 2”), to the Employment Agreement Dated May 8, 2001, as Amended by Amendment No. 1 Thereto Dated February 17, 2003 (The “Employment Agreement”), by and Between Resolution Performance Products LLC, a Delaware Limited Liability Company (The “Company”) and Mark S. Antonvich (“Executive”). Whereas, in Recognition of Executive’s Continuing Contributions to the Company and His Appointment as Senior Vice President, General Counsel and Corporate Secretary, Executive and the Company Desire to Amend Executive’s Employment Agreement as Specifically Set Forth in This Amendment No.2. Now, Therefore, It Is Therefore Hereby Agreed by and Between the Parties as Follows: 1. Term of Employment Section 2 of Executive’s Employment Agreement Is Hereby Amended by Deleting the Word “Third” in the Third Line and Inserting the Word “Fifth” Therein. 2. Compensation and Benefits. Section 3(a) Is Hereby Amended by Inserting “Or 2005” in the Fourth Line and by Deleting “$195,000” in the Fifteenth Line and Inserting “$212,500” Therein. 3. Termination of Employment. Section 4(c) of Executive’s Employment Agreement Is Hereby Amended by Deleting the Number “12” in the Eighth Line and Inserting the Number “24” Therein 4. Effectiveness. This Amendment Shall Become Effective as of the Date Hereof

from S-4/A 3 pages 1. Term of Employment Section 2 of Executive’s Employment Agreement Is Hereby Amended by Deleting the Word “Third” in the Sixth Line and Inserting the Word “Fifth” Therein. 2. Compensation and Benefits

from S-4 ~20 pages Second Deed of Pledge Dated December 22, 2003

from S-4 ~20 pages First Deed of Pledge Dated December 22, 2003