Exhibit 10.2
PERFORMANCE RESTRICTED
STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT
(the “ Agreement ”), is made, effective as of
December 14, 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, 2010 (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 the
Company’s 2007 Adjusted EBITDA, on an annualized basis, over
the three-calendar year period commencing on January 1, 2008
and ending on December 31, 2010 (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 the
Company’s 2007 Diluted Earnings Per Share, 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” ).
(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, within
the one year period that commences on 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 to the product of (x) the CIC Cashout
Amount and (y) the Proration Factor.
(d)
For purposes of this Agreement, capitalized terms not otherwise
defined above or below, or in the Plan, shall have the meanings set
forth in Appendix A attached to this Agreement and incorporated by
reference herein.
3.
Dividen
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