AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENT

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.14

AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENT

        This Amended and Restated Management Stockholder's Agreement (this "Agreement") is entered into as of October    , 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and the undersigned person (the "Management Stockholder") (the Company and the Management Stockholder being hereinafter collectively referred to as the "Parties"). All capitalized terms not immediately defined are hereinafter defined in Section 26 hereof.

        WHEREAS, this Agreement is one of several other agreements (" Other Management Stockholders' Agreements ") which have been, or which in the future will be, entered into between the Company and other individuals who are or will be key employees of the Company or one of its subsidiaries (collectively, the " Other Management Stockholders "); and

        WHEREAS, the Management Stockholder previously entered into a Management Stockholder's Agreement, dated as of [ DATE ], between the Company and the Management Stockholder (the " Existing Management Stockholder's Agreement ") pursuant to which he contributed $[ DOLLAR AMOUNT ] to the Company in cash in exchange for [ NUMBER ] shares (the " Existing Purchased Stock ") of common stock, par value $0.01 per share, of the Company (such common stock, together with any securities issued in respect thereof or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, reorganization, merger, consolidation, exchange or other similar reorganization, the " Common Stock ");

        WHEREAS, the Management Stockholder previously received an option to acquire [ NUMBER ] shares of Common Stock (the " Existing Option ") subject to the terms and conditions of the Existing Management Stockholder's Agreement, the 2000 Stock Purchase and Option Plan of the Company and its Subsidiaries (the " Old Option Plan ") and Stock Option Agreement dated as of [ DATE ], entered into by and between the Company and the Management Stockholder (the " Existing Stock Option Agreement "), which Existing Option vests over time as to 50% of the shares of Common Stock subject to the Existing Option and vests over time and in the event and to the extent certain performance targets are achieved as to the remaining 50%;

        WHEREAS, the Management Stockholder has been selected by the Company to be permitted to contribute to the Company additional cash in exchange for additional shares of Common Stock;

        WHEREAS, the Management Stockholder has been selected by the Company, as of the date hereof, to receive an additional time/performance option to purchase shares of Common Stock (the "New Time/Performance Option" and collectively with the Existing Option, the " Options ") pursuant to the terms set forth below and the terms of the Amended and Restated 2003 Stock Purchase and Option Plan of the Company and its Subsidiaries (the " Option Plan ") and the Time/Performance Stock Option Agreements (as such term is defined below);

        WHEREAS, the Management Stockholder and the Company desire to enter into this Agreement to amend and restate the Existing Management Stockholder's Agreement and to set forth the terms and conditions of the Management Stockholder's rights with respect to the Existing Purchased Stock, the Existing Option, the Purchased Stock (as such term is defined below) and the New Time/Performance Option.

        NOW THEREFORE, to implement the foregoing and in consideration of the grant of New Time/Performance Option and of the mutual agreements contained herein, the Parties agree as follows:

        1.     Purchased Shares; Issuance of Options.     

        (a)   The Management Stockholder shall, subject to the terms and conditions hereinafter set forth, on or about October    , 2004 (the " Investment Date "), be granted the opportunity to purchase, and the Management Stockholder shall contribute [$ AMOUNT «C»] to the Company in cash in exchange for [ NUMBER «D»] shares of Common Stock, at a per share purchase price of $500.00, which price is equal to the per share purchase price paid for shares of Common Stock by

the KKR Millennium Fund, L.P., KKR Partners III, L.P. and KKR European Fund, Limited Partnership (together with KKR 1996 Fund L.P. and KKR Partners II, L.P., the " KKR Fund ") and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (together, the " DLJ Fund ") in connection with the acquisition by certain subsidiaries of the Company of four businesses of Dynamit Nobel pursuant to a sale and purchase agreement by and among mg technologies ag, MG North America Holdings Inc. and certain subsidiaries of the Company dated as of April 19, 2004 (the " Purchase Agreement ") (all such shares acquired by the Management Stockholder, the " Purchased Stock ").

        (b)   Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, and upon receipt by the Company of the Management Stockholder's contribution set forth in Section 1(a) and as of the Investment Date, (A) the Company shall issue to the Management Stockholder the New Time/Performance Option to acquire such number of shares of Common Stock as is equal to four times the number of Purchased Stock, at an exercise price of $500.00 per share, and the Parties shall execute a time/performance stock option agreement dated as of the Investment Date (the " Time/Performance Stock Option Agreement "), and deliver to each other copies thereof, concurrently with the issuance of the New Time/Performance Option. The New Time/Performance Option shall vest over time as to 50% of the shares of Common Stock subject to the New Time/Performance Option and shall vest, as to the remaining 50%, over time and in the event and to the extent certain performance targets are achieved, in each case, pursuant to the terms set forth in the Time/Performance Stock Option Agreement and in accordance with the Option Plan. .

        (c)   The Company shall have no obligation to sell any Purchased Stock to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Common Stock to him or her would constitute a violation of the securities or "blue sky" laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the date hereof.

        2.     Management Stockholder's Representations, Warranties and Agreements.     

        (a)   The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Existing Purchased Stock and the Purchased Stock and, at the time of exercise, any shares of the Common Stock issued upon exercise of the Existing Option (the " Existing Option Stock " and, together with the Existing Purchased Stock the " Existing Stock ") or the New Time/Performance Option (the " New Option Stock " and, together with the Purchased Stock, the " New Stock " and the Existing Stock together with the New Stock and any other shares of Common Stock otherwise acquired and/or held by the Management Stockholder Entities, the " Stock "), except as otherwise provided for herein. The Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

(i)

the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the " Act "), and in compliance with applicable provisions of state securities laws; or

(ii)

(A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country,

2

counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction.

Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to clauses (c) and (d) of Section 3 or Sections 4, 5 or 6 hereof, (y) a transfer upon the death or Permanent Disability of the Management Stockholder to the Management Stockholder's Estate in accordance with the terms of this Agreement; and (z) a transfer of the Existing Stock made after the Initial Investment Date and a transfer of the New Stock made after the Investment Date, in compliance with the federal securities laws to a Management Stockholder's Trust; provided that, in the case of (y) and (z), such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof.

        (b)   The certificate (or certificates) representing the Stock shall bear the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF OCTOBER    , 2004 BETWEEN ROCKWOOD HOLDINGS, INC. (THE "COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).

        (c)   The Management Stockholder acknowledges that he has been advised that (i) a restrictive legend in the form set forth in Section 2(b) hereof shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. The Management Stockholder also acknowledges that (1) the Management Stockholder must bear the economic risk of the investment in the Stock until the Stock is subsequently registered under the Act or unless an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule (if the Management Stockholder is a Rule 405 Affiliate) and (3) if the Rule 144 exemption is not available, public resale without registration will require compliance with some other exemption under the Act.

        (d)   If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the SEC.

        (e)   The Management Stockholder agrees that, if any shares of the Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently

3

intends to file such registration statement to, or within 180 calendar days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company.

        (f)    The Management Stockholder represents and warrants that (i) he has received and reviewed the available information relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Stock and to verify the information contained in the information received as indicated in this Section 2(f), and he has relied solely on such information.

        (g)   The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his or her investment in the Stock, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Stock as contemplated by this Agreement.

        3.     Transferability of Stock.     The Management Stockholder agrees that he will not transfer any shares of the Existing Stock at any time commencing on the Initial Investment date prior to the fifth anniversary of the Initial Date and that he will not transfer any Shares of the New Stock at any time commencing on the Investment Date and prior to the fifth anniversary of the Investment Date; provided , however , that, subject to compliance with Section 2(a), the Management Stockholder may transfer shares of the Stock during such applicable time pursuant to one of the following exceptions: (a) transfers permitted by clauses (y) and (z) of Section 2(a); (b) transfers made pursuant to Sections 5 or 6; (c) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company (excluding any registration on Form S-8, S-4 or any successor or similar forms) pursuant to Section 10 of this Agreement or (d) transfers permitted pursuant to the Amended and Restated Sale Participation Agreement entered into by and between the Management Stockholder and the KKR Fund as of October    , 2004. No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect. Notwithstanding anything in this Agreement to the contrary, this Section 3 shall terminate and be of no further force or effect upon the occurrence of a Change of Control.

        4.     Right of First Refusal.     If, at any time after the fifth anniversary of the Initial Investment Date with respect to the Existing Stock or the Investment Date with respect to the New Stock, and in each case, prior to the date of consummation of a Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his Stock (the " Third Party Offer ") from a third party (the " Offeror "), which the Management Stockholder wishes to accept, the Management Stockholder shall cause the Third Party Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Third Party Offer. The Management Stockholder's notice to the Company shall contain an irrevocable offer to sell such Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by a copy of the Third Party Offer (which shall identify the Offeror). At any time within 30 calendar days after the date of the receipt by the Company of the Management Stockholder's notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Offer, pursuant to Section 4(a).

        (a)   The Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Third Party Offer at the same price and on

4

substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company's Board of Directors), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 30 calendar-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60 calendar-day period, sell not less than all of the shares of Stock covered by the Third Party Offer, to the Offeror on terms no less favorable to the Management Stockholder than those contained in the Third Party Offer. Promptly after such sale, the Management Stockholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of 60 calendar days following the expiration of the 30 calendar-day period during which the Company is entitled hereunder to purchase the Stock, the Management Stockholder has not completed the sale of such shares of the Stock as aforesaid, all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of his Stock.

        (b)   Notwithstanding anything in this Agreement to the contrary, this Section 4 shall terminate and be of no further force or effect upon the occurrence of a Change of Control.

        5.     The Management Stockholder's Right to Resell Stock and Options to the Company Upon Death or Disability.     

        (a)   Except as otherwise provided herein, if, prior to the fifth anniversary of the Initial Investment Date with respect to the Existing Stock or the Existing Option or the Investment Date with respect to the New Stock or the New Time/Performance Option, the Management Stockholder's employment is terminated as a result of the death or Permanent Disability of the Management Stockholder, then the applicable Management Stockholder Entities shall, for 60 calendar days (the " Put Period ") following 181 calendar days after the date of death or Permanent Disability, have the right to:

        (A)  with respect to the Stock then subject to this Section 5(a), sell to the Company, and the Company shall be required to purchase, on one occasion, all of the shares of such Stock then held by the Management Stockholder Entities, at a per share price equal to the Fair Market Value Per Share; and

        (B)  with respect to any outstanding Options then subject to this Section 5(a), sell to the Company, and the Company shall be required to purchase, all of such Options held by the applicable Management Stockholder Entities that are then exercisable for an amount equal to the product of (x) the excess, if any, of the Fair Market Value Per Share over the Option Exercise Price and (y) the number of Exercisable Option Shares. Upon payment of the foregoing Option Excess Price, such Options shall be terminated pursuant to the terms of Section 3.2(e) of the applicable Stock Option Agreement.

        (b)   To exercise his or its rights pursuant to Section 5(a), the applicable Management Stockholder Entities must send a written notice to the Company, at any time during the Put Period, of his or its intention to resell shares of Stock and Options in exchange for the payment referred in Section 5(a) and shall indicate the number of shares of Stock to be resold and the number of Options to be resold (the " Put Notice "). The completion of the purchase shall take place at the principal office of the Company on the tenth business day after the giving of the Put

5

Notice. The applicable Repurchase Price and any payment with respect to the Options as described above shall be paid by delivery to the applicable Management Stockholder Entities, of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by wire transfer of immediately available funds, if the applicable Management Stockholder Entities provide to the Company wire transfer instructions), against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents cancelling the Options so terminated appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly authorized representative.

        (c)   Notwithstanding anything in Section 5(a) to the contrary and subject to Section 11(a), if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any subsidiary of the Company has borrowed money or if the repurchase referred to in Section 5(a) would result in a default or an event of default on the part of the Company or any subsidiary of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (the " DGCL ") or would otherwise violate the DGCL (or if the Company reincorporates in another state, the business corporation law of such state) (each such occurrence being an " Event "), the Company shall not be obligated to repurchase any of the Stock or the Options from the applicable Management Stockholder Entities, until the first business day which is 10 calendar days after all of the foregoing Events have ceased to exist (the " Repurchase Eligibility Date "); provided , however , that (i) the number of shares of Stock subject to repurchase under this Section 5(c) shall be that number of shares of Stock, and (ii) in the case of a repurchase of outstanding Options pursuant to Section 5(a), the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 5(c) shall be the number of Exercisable Option Shares, specified in the Put Notice and held by the applicable Management Stockholder Entities, at the time of delivery of a Put Notice in accordance with Section 5(b) hereof. All Options exercisable as of the date of a Put Notice, in the case of a repurchase pursuant to Section 5(a), shall continue to be exercisable until the repurchase of such Options pursuant to such Put Notice, provided that to the extent any Options are exercised after the date of such Put Notice, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price shall be reduced accordingly.

        (d)   The Company shall use its reasonable best efforts to make payment in respect of the applicable Repurchase Price and any payment with respect to the Options to be paid pursuant to this Section 5 at the earliest date it can do so without such default or violation. Notwithstanding the foregoing, in the event payment of the Repurchase Price and any payment with respect to the Options to be paid pursuant to Section 5(a) is delayed pursuant to Section 5(c), (i) the Company shall pay to the Management Stockholder, when payment of the Repurchase Price is made, interest on the amount of the Repurchase Price to the Management Stockholder, which shall have accrued at the prime rate (as reported by JPMorgan Chase Bank at its principal location in New York, New York (the "Prime Rate")) plus one percent (or if not paid within one year, three percent for the six month period after such one-year period), and (ii) a promissory note in a mutually agreed form shall be delivered by the Company to the Management Stockholder to evidence the obligation to pay the Repurchase Price not later than the last calendar day of the eighteenth month following the tenth business day after the giving of the Put Notice. In connection with repayment of the note at the earliest date it can do so without default or violation, the Company may prepay the note at any time without premium or penalty.

        (e)   Notwithstanding anything in this Agreement to the contrary, except for any payment obligation of the Company, which has arisen prior to such termination pursuant to this Agreement, this Section 5 shall terminate and be of no further force or effect upon the occurrence of a Change of Control.

6

        6.     The Company's Right to Repurchase Stock and Options of Management Stockholder Upon Certain Terminations of Employment and Other Call Events.     

        (a)     Termination for Cause by the Company and Other Call Events.     Except as otherwise provided herein, if, prior to the fifth anniversary of the Initial Investment Date with respect to the Existing Stock and the Existing Option or the Investment Date with respect to the New Stock and the New Time/Performance Option, (i) the Management Stockholder's active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company (or any subsidiary) for Cause, (ii) the beneficiaries of a Management Stockholder's Trust shall include any person or entity other than the Management Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted) or (iii) the Management Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer (each, a " Section 6(a) Call Event "):

        (A)  with respect to the Stock then subject to this Section 6(a), the Company shall have the right to repurchase all of the shares of such Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (A) the Base Price and (B) the Fair Market Value Per Share; and

        (B)  with respect to the Options then subject to this Section 6(a), all Options (whether or not then exercisable) held by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof.

        (b)    Termination without Good Reason by the Management Stockholder . Except as otherwise provided herein, if, prior to the fifth anniversary of the Initial Investment Date with respect to the Existing Stock and the Existing Option or the Investment Date with respect to the New Stock and the New Time/Performance Option, the Management Stockholder's active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Management Stockholder without Good Reason (a " Section 6(b) Call Event "):

        (A)  with respect to the Stock then subject to this Section 6(b), the Company shall have the right to repurchase all of the shares of such Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the Fair Market Value Per Share; and

        (B)  with respect to the Options then subject to this Section 6(b), if the Company exercises its right to repurchase the Stock granted under Section 6(b)(A), the Company shall purchase all of such Options held by the applicable Management Stockholder Entities that are then exercisable, for an amount equal to the product of (x) the excess, if any, of the Fair Market Value Per Share over the Option Exercise Price and (y) the number of Exercisable Option Shares. Upon payment of the foregoing Option Excess Price, such Options shall be terminated. In the event the foregoing Option Excess Price is zero or a negative number, all such outstanding exercisable Options shall be automatically terminated without any payment in respect thereof. For the purposes of this clause (B), to the extent any Performance Option (as such term is defined in the applicable Stock Option Agreement) then subject to this Section 6(b) is not exercisable during the Call Period because the applicable Financial Statement Approval Date (as such term defined in the applicable Stock Option Agreement) has not occurred, the commencement of the Call Period shall be delayed with respect to such Performance Option until the occurrence of such Financial Statement Approval Date.

7

        (c)     Termination for Good Reason by Management Stockholder or without Cause by the Company.     Except as otherwise provided herein, if, prior to the fifth anniversary of the Initial Investment Date with respect to the Existing Stock and the Existing Option or the Investment Date with respect to the New Stock and the New Options, the Management Stockholder's employment is terminated (i) by the Management Stockholder with Good Reason or (ii) by the Company without Cause (each, a " Section 6(c) Call Event "):

        (A)  with respect to the Stock then subject to this Section 6(c), the Company shall have the right to repurchase all of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the Fair Market Value Per Share; and

        (B)  with respect to the Options then subject to this Section 6(c), if the Company exercises its right to repurchase the Stock granted under Section 6(c)(A), the Company shall purchase all of such Options held by the applicable Management Stockholder Entities that are then exercisable for an amount equal to the product of (x) the excess, if any, of the Fair Market Value Per Share over the Option Exercise Price and (y) the number of Exercisable Option Shares. Upon payment of the foregoing Option Excess Price, such Options shall be terminated. In the event the foregoing Option Excess Price is zero or a negative number, all such outstanding exercisable Options shall be automatically terminated without any payment in respect thereof. For the purposes of this clause (B), to the extent any Performance Option (as such term is defined in the applicable Stock Option Agreement) then subject to Section 6(c) is not exercisable during the Call Period because the applicable Financial Statement Approval Date (as