Exhibit 10.1
STOCK OPTION AGREEMENT
THIS AGREEMENT,
dated as of May 16, 2007 is made by and between Rockwood Holdings,
Inc., a Delaware corporation (hereinafter referred to as the
“Company”), and [NAME] an employee of the Company or a
Subsidiary (as defined below) or Affiliate (as defined below) of
the Company, hereinafter referred to as
“Optionee”.
WHEREAS, the
Company wishes to afford the Optionee the opportunity to purchase
shares of its common stock, par value $0.01 per share (the
“Common Stock”);
WHEREAS, the
Company wishes to carry out the Plan (as hereinafter defined), the
terms of which are hereby incorporated by reference and made a part
of this Agreement; and
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 Options provided for herein to
the Optionee 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 issue said Options;
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:
ARTICLE I
DEFINITIONS
Whenever the
following terms are used in this Agreement, they shall have the
meaning specified in the Plan or below unless the context clearly
indicates to the contrary.
Section 1.1. —
Affiliate
“Affiliate” shall mean, with
respect to the Company, any entity directly or indirectly
controlling, controlled by, or under common control with, the
Company or any other entity designated by the Board of Directors in
which the Company or an Affiliate has an interest.
Section 1.2. —
Cause
“Cause” shall mean (i) the
Optionee’s willful and continued failure to perform duties,
which are within the control of the Optionee and consistent with
such Optionee’s title and position, that is not cured within
15 days following written notice of such failure, (ii) the
Optionee’s conviction of or plea of guilty or no contest to a
(x) felony or (y) crime involving moral turpitude, (iii) the
Optionee’s willful malfeasance or misconduct which is
injurious to the Company or its Subsidiaries, other than in a
manner that is insignificant or inconsequential, (iv) a breach by
Optionee of the material terms of any non-compete, non-solicitation
or confidentiality covenants or agreements by which the Optionee
may be bound, following notice of such breach
(which notice may be
oral or written) or (v) any violation by the Optionee of any
material written Company policy after written notice of such
breach, if such violation is shown by the Company to be reasonably
expected to result in material injury to the business, reputation
or financial condition of the Company.
Section 1.3. —
Change of Control
“Change of
Control” shall mean (i) sales of all or substantially all of
the assets of the Company to a Person who is not Kohlberg Kravis
Roberts & Co. Ltd (“KKR”) or an affiliate of KKR
(collectively, the “KKR Partnerships”), (ii) a sale by
KKR or any of its respective affiliates resulting in more than 50%
of the voting stock of the Company being held by a Person or Group
that does not include KKR or any of its respective affiliates, or
(iii) a merger, consolidation, recapitalization or reorganization
of the Company with or into another Person which is not an
affiliate of KKR; if, and only if, as a result of any of the
foregoing events in clauses (i), (ii) or (iii) above, the KKR
Partnerships lose the ability, without the approval of any Person
(applicable to the respective foregoing events in clauses (i), (ii)
or (iii) above) who is not an affiliate of KKR, to elect a majority
of the Board of Directors (or the board of directors of the
resulting entity). Notwithstanding the foregoing, if any of
the transactions described in clauses (i), (ii) or (iii) of the
preceding sentence shall occur and the other Person involved in
such transaction (or its ultimate parent entity) is an operating
company controlled by KKR or an affiliate of KKR prior to such
transaction (an “Alternate KKR Entity”), then the
determination of whether a change of control has occurred shall be
made by determining whether an event set forth in clauses (i), (ii)
or (iii) above has occurred (including the ability to elect a
majority of the Board or the board of directors of the resulting
entity) if the Alternate KKR Entity is treated as being
unaffiliated with KKR and by treating the voting power of the
Alternate KKR Entity in the Company (or the resulting entity) as if
it were held by a Person unaffiliated with KKR.
Section 1.4. —
Disability
“Disability” shall mean a
determination, made at the request of the Optionee or upon the
reasonable request of the Company set forth in a notice to the
Optionee, by a physician selected by the Company and the Optionee,
that the Optionee is unable to perform his duties as an employee of
the Company or its subsidiaries and in all reasonable medical
likelihood such inability will continue for a period in excess of
180 consecutive days.
Section 1.5. — Grant
Date
“Grant
Date” shall mean May 16, 2007, the date on which the Options
provided for in this Agreement are granted.
Section 1.6. —
Group
“Group” shall mean two or more
Persons acting together as a partnership, limited partnership,
syndicate or other group for the purpose of acquiring, holding or
disposing of securities of the Company.
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Section 1.7. —
Options
“Options” shall mean the Option
(which shall, in part and to the extent permitted by applicable law
and as set forth on the signature page hereto, be an
“incentive stock option”, within the meaning of Section
422 of the Code) to purchase Common Stock granted under this
Agreement. To the extent that, for any reason, an Option
intended to be an incentive stock option does not qualify as an
incentive stock option, it shall be deemed an option that is not an
incentive stock option.
Section 1.8. —
Person
“Person” shall mean
“person”, as such term is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
(or any successor section thereto).
Section 1.9. —
Plan
“Plan”
shall mean the Amended and Restated 2005 Stock Purchase and Option
Plan of Rockwood Holdings, Inc. and Subsidiaries.
Section 1.10. —
Retirement
“Retirement” shall mean retirement
at age 62 or over (or such other age as may be approved by the
Board of Directors) after having been employed by the Company or a
Subsidiary for at least five full years.
Section 1.11. —
Secretary
“Secretary” shall mean the
Secretary of the Company.
ARTICLE II
GRANT OF OPTIONS
Section 2.1. — Grant
of Options
For good and
valuable consideration, on and as of the date hereof the Company
irrevocably grants to the Optionee an Option to purchase any part
or all of an aggregate of the number of shares set forth on the
signature page hereof of its Common Stock upon the terms and
conditions set forth in this Agreement.
Section 2.2. —
Exercise Price
Subject to Section
2.4, the exercise price of the shares of Common Stock covered by
the Options shall be $31.73 per share without commission or other
charge (which is the fair market value per share of the Common
Stock on the Grant Date).
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Section 2.3. — No
Guarantee of Employment
Nothing in this
Agreement or in the Plan shall confer upon the Optionee any right
to continue in the employ of the Company or any Subsidiary or
Affiliate or shall interfere with or restrict in any way the rights
of the Company and its Subsidiaries or Affiliates, which are hereby
expressly reserved, to terminate the employment of the Optionee at
any time for any reason whatsoever, with or without
cause.
Section 2.4. —
Adjustments in Options Pursuant to Merger, Consolidation,
etc.
Subject to
Sections 8 and 9 of the Plan, in the event that the outstanding
shares of the stock subject to an Option, are, from time to time,
changed into or exchanged for a different number or kind of shares
of the Company or other securities of the Company by reason of a
merger, consolidation, recapitalization, reclassification, stock
split, stock dividend, combination of shares, or other corporate
event, the Committee shall make, as appropriate and equitable, an
adjustment in the number and kind of shares and/or the amount of
consideration as to which or for which, as the case may be, such
Option, or portions thereof then unexercised, shall be exercisable
and/or, other than in an event that is a Change of Control, shall
pay to the Optionee a dividend in respect of the shares of Common
Stock subject to the Option, in any event in order to allow the
Optionee to participate in such corporate event in an equitable
manner. Any such adjustment made by the Committee shall be
final and binding upon the Optionee, the Company and all other
interested persons.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1. —
Commencement of Exercisability
(a)
So long as the Optionee continues to be employed by the Company or
its Subsidiaries, the Option shall become exercisable pursuant to
the following schedule: