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 cooperatief u. a. ( “ oc topco ” ), a company organized under the laws of the netherlands and a wholly owned subsidiary of owens corning and its subsidiaries, societe de participations financieres et industrielles s. a. s., a company organized under the laws of france ( “ saint - gobain ” ) and ondatra s. a. s. ( “ sg topco ” ), a societe par actions simplifiee 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