Exhibit 10.2
PERFORMANCE RESTRICTED STOCK UNIT AWARD
AGREEMENT
THIS AGREEMENT
(the “ Agreement ”), is made, effective as of
May 16, 2007 (the “ Grant Date ”) between
Rockwood Holdings, Inc., a Delaware corporation (hereinafter called
the “ Company ”), and [NAME], an employee of the
Company or an Affiliate (as defined below) of the Company,
hereinafter referred to as the “ Employee
”.
WHEREAS, the
Company desires to grant the Employee a performance restricted
stock unit award as provided for hereunder (the “
Performance Restricted Stock Unit Award ”), ultimately
payable in shares of common stock, par value $0.01 per share (the
“Common Stock”), pursuant to the Amended and Restated
2005 Stock Purchase and Option Plan of Rockwood Holdings, Inc. and
Subsidiaries (the “ Plan ”), the terms of
which are hereby incorporated by reference and made a part of this
Agreement (capitalized terms not otherwise defined herein
(including Appendix A) shall have the same meanings as in the
Plan);
WHEREAS, the
committee of the Company’s board of directors appointed to
administer the Plan (the “ Committee ”), has
determined that it would be to the advantage and best interest of
the Company and its shareholders to grant the shares of Common
Stock provided for herein to the Employee as an incentive for
increased efforts during his term of office with the Company or its
Subsidiaries or Affiliates, and has advised the Company thereof and
instructed the undersigned officers to grant said Performance
Restricted Stock Unit Award;
NOW, THEREFORE, in
consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as
follows:
1.
Grant of the Performance Restricted Stock Units .
Subject to the terms and conditions of the Plan and the additional
terms and conditions set forth in this Agreement, the Company
hereby grants to the Employee the opportunity to vest in up to
[insert 200% of target number of RSUs] Performance Restricted Stock
Units (the “ Maximum RSUs ”), of which [insert
100% of target number of RSUs] Performance Restricted Stock Units
represent your “ Target RSUs .”
An “ RSU” or a “
Performance Restricted Stock Unit ” represents the
right to receive one share of Common Stock. The Performance
Restricted Stock Units shall vest and become nonforfeitable in
accordance with Section 2 hereof.
2.
Vesting . The vesting of the Performance Restricted Stock
Units Award shall be subject to the satisfaction of the conditions
set forth in both subsection (a) and subsection (b) of this
Section 2:
(a)
Service Vesting Requirement .
(i)
Unless
otherwise provided in this Agreement, so long as the Employee
continues to be employed by the Company or its Subsidiaries, on
December 31, 2009 (such date, the “ Vesting Date
”), the Employee shall become vested in a number of
Performance Restricted Stock Units (not to exceed the number set
forth in Section 1 above) determined based on the formulas set
forth in Section 2(b) below. Promptly after the Determination
Date (as such term is defined in Section 2(b)(iii) below) (but in
no event later than December 31 of the year in which the Vesting
Date occurs) the Company shall distribute to the
Employee a number of shares of Common Stock
equal to the number of Performance Restricted Stock Units that
become vested in accordance with Section 2(b) hereof. Any
number of Performance Restricted Stock Units that do not become
vested in accordance with Section 2(b) hereof (to the extent not
already previously forfeited pursuant to Section 2(a)(iii) below)
shall, effective as of the Vesting Date, be forfeited by the
Employee without consideration and this Agreement shall terminate
without payment in respect thereof.
(ii)
If, prior to the
Vesting Date, the Employee’s employment with the Company and
its Subsidiaries is terminated for any reason by the Employee
(other than due to the Employee’s death, Disability or
Retirement) or by the Company and its Subsidiaries for Cause, then
the Performance Restricted Stock Units shall be forfeited by the
Employee without consideration and this Agreement shall terminate
without payment in respect thereof.
(iii)
If, prior to the Vesting
Date, the Employee’s employment with the Company and its
Subsidiaries is terminated by the Company and its Subsidiaries
other than for Cause or due to the Employee’s death,
Disability or Retirement, then this Agreement shall remain
outstanding and, on the Vesting Date, the Performance Restricted
Stock Units shall become vested as to a number of shares of Common
Stock equal to the product of (i) the number of Performance
Restricted Stock Units in which the Employee would have become
vested pursuant to Section 2(b) below, if the Employee had remained
employed with the Company through the Vesting Date, and (ii) a
fraction, the numerator of which is equal to the number of days
between (and including) the Grant Date and the date such employment
so terminates, and the denominator of which is equal to 1097 (such
fraction, the “ Proration Factor ”);
provided, however , that the Employee shall not receive
distribution of the shares of Common Stock equal to the number of
Performance Restricted Stock Units that become vested under this
Section 2(a)(iii) until the Vesting Date.
(b)
Performance Vesting Requirement . The Performance
Restricted Stock Unit Award shall, so long as the Employee remains
employed with the Company or its Subsidiaries through the Vesting
Date (or the provisions of Section 2(a)(iii) otherwise apply), vest
on the Vesting Date as follows:
(x)
up to 70% of the Maximum RSUs awarded hereunder (the “
EBITDA RSUs ”) shall become vested if and to the
extent that the Company’s Adjusted EBITDA is increased above
$569.7 million, on an annualized basis, over the three-calendar
year period commencing on January 1, 2007 and ending on December
31, 2009 (the “ Performance Period ”), by
certain specified percentages as set forth on Schedule I attached
hereto and incorporated by reference herein (such increase, the
“ Annualized EBITDA Growth ”); and
(y)
up to the remaining 30% of the Maximum RSUs (the “ EPS
RSUs ”) awarded hereunder shall become vested if and to
the extent that the Company’s Diluted Earnings Per Share is
increased above $1.36, on an annualized basis, over the Performance
Period, by certain specified percentages as set forth on Schedule 2
attached hereto and incorporated by reference herein (such
increase, the “ Annualized EPS Growth”
).
2
(i) The EBITDA RSUs shall vest based upon
the achievement by the Company of the applicable Annualized EBITDA
Growth in respect of the Performance Period as set forth on
Schedule I.
(ii) The EPS RSUs shall vest based upon
the achievement by the Company of the applicable Annualized EPS
Growth in respect of the Performance Period as set forth on
Schedule II.
(iii)
Whether and to what extent the EBITDA RSUs and/or the EPS RSUs have
become vested shall be determined by the Committee at its first
meeting after the Financial Statement Approval Date following the
end of the Performance Period (the “ Determination
Date ”), upon the Committee’s certification of the
Company’s achievement of the applicable performance goals set
forth in Sections 2(b)(i) and (ii) above.
(c)
Effect of Change of Control . Notwithstanding anything
set forth in Section 2(a) or (b) above, if there occurs a Change of
Control prior to the Vesting Date and:
(i)
the Employee is still employed with the Company or its Subsidiaries
upon the occurrence of such Change of Control, the Performance
Restricted Stock Units shall immediately vest and become converted
into the right to receive a cash payment equal to the product of
(x) the total number of Target RSUs and (y) the price per share
paid for one share of Common Stock in the Change of Control
transaction (such payment, the “ CIC Cashout Amount
”), which amount shall be payable on the Vesting Date;
provided , however , that if, on or after the Change
of Control but prior to the Vesting Date, (A) the Employee’s
employment is terminated by the Company and its Subsidiaries
without Cause or by the Employee for Good Reason, the timing of the
payment of the amount otherwise due and payable under this Section
2(c) shall be accelerated and shall be paid to the Employee within
ten (10) business days after the date of such termination of
employment; or (B) the Employee’s employment with the Company
and its Subsidiaries is terminated by the Company and its
Subsidiaries for Cause or by the Employee for any reason (other
than due to the Employee’s death, Disability, Retirement or
by the Employee for Good Reason), then the Performance Restricted
Stock Units and the right to receive any cash as set forth in this
Section 2(c) shall be forfeited by the Employee without
consideration and this Agreement shall terminate without payment in
respect thereof; or
(ii)
the Employee has ceased to be employed with the Company or its
Subsidiaries prior to such Change of Control under circumstances
set forth in Section 2(a)(iii) above, the Employee shall, in lieu
of the shares of Common Stock otherwise distributable pursuant to
Section 2(a)(iii) on the Vesting Date, instead be entitled to
receive a cash payment, payable on the Vesting Date,
equal
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