Exhibit 10.1


 


FIRST AMENDMENT TO


AMENDED AND RESTATED MANAGEMENT STOCKHOLDER’S
AGREEMENT


 


FIRST AMENDMENT (this
“Amendment”), dated as of October 31, 2007, to the Amended and Restated
Management Stockholder’s Agreement, dated as of                 ,
2004 (the “Agreement”), by and between Rockwood Holdings, Inc., a
Delaware corporation, and                                               .


 


The parties to this Agreement wish to amend
the Agreement as described below in consideration of the promises and for other
good and valuable consideration, the receipt of which is hereby acknowledged:


 


1.                                       Defined Terms. Capitalized terms not
otherwise defined in this Amendment shall have the meanings ascribed to them in
the Agreement.


 


2.                                       Amendments to Section 10 (“Piggyback”
Registration Rights).


 


(a) Section 10(b) is hereby amended by
inserting the following new text in lieu thereof:


 


“In the event of a proposed sale of Common Stock by
any entity or entities in the KKR Fund and any investment partnerships and
investment limited liability companies affiliated with the KKR Fund in
accordance with the terms of the Registration Rights Agreement, the Company
will promptly notify the Management Stockholder by email (a “Notice”) of any proposed registration (a “Proposed Registration”). If within one (1) business day of
the receipt by the Management Stockholder of such Notice, the Company receives
from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of New Stock held by the
applicable Management Stockholder Entities (which Request will be irrevocable
unless otherwise mutually agreed to in writing by the Management Stockholder
and the Company), shares of Stock will be so registered as provided in this
Section 10; provided, however,
that for each such registration statement only one Request, which shall be
executed by the applicable Management Stockholder Entities, may be submitted
for all Registrable Securities held by the applicable Management Stockholder
Entities.”


 


(b)                                 Section 10 is hereby amended
further by inserting the following additional subsection at the end thereof:


 


“(g)                           On
any date prior to the fifth anniversary of the Investment Date and subsequent
to the actual sale of Common Stock by any entity or entities in the KKR Fund and
any investment partnerships and investment limited liability companies
affiliated with the KKR


 

















 


Fund contemplated by the Notice of Proposed
Registration, (i) for the purpose of the calculation contemplated by Section
10(c)(i) hereof, the Company shall promptly notify each Management Stockholder
of (a) the number of shares sold in the offering by any entity or entities in
the KKR Fund and any investment partnerships or investment limited liability
companies affiliated with the KKR Fund and (b) the number of shares owned prior
to the offering by any entity or entities in the KKR Fund and any investment
partnerships or investment limited liability companies affiliated with the KKR
Fund and (ii) in addition to the methods of transfer permitted by the proviso
of Section 3 hereof, the Management Stockholder may transfer such maximum
number of shares of Stock that such Management Stockholder would have otherwise
been permitted to register pursuant to a Request, as calculated pursuant to
Section 10(c)(i) hereof, in accordance with Rule 144 under the Act. Accordingly,
on any date subsequent to the actual sale of Common Stock by any entity or
entities in the KKR Fund and any investment partnerships and investment limited
liability companies affiliated with the KKR Fund contemplated by the Notice of
Proposed Registration and on which the Management Stockholder has a bona fide intention to sell shares of Stock, the Management
Stockholder may make a written request (a “Delegending Request”)
to the Company to remove any transfer restrictions on such maximum number of
shares of Stock that such Management Stockholder has a bona fide
intention to sell and would have otherwise been permitted to register pursuant
to a Request contemplated by Section 10(c) hereof. Upon receipt of a
Delegending Request, the Company shall promptly use commercially reasonable
efforts to release any stop transfer restrictions with respect to such number
of shares of Stock and the transfer restrictions of this Agreement, including
Section 3 hereof, and the Registration Rights Agreement shall be of no further
force and effect.”


 


3.                                       Continuing Effect; No Other
Amendments. Except
as expressly amended pursuant to this Amendment, the Agreement is and shall
continue to be in full force and effect in accordance with its terms, and this
Amendment shall not constitute the consent of any party or indicate the
willingness of any party to consent to any other amendment, modification or
waiver of the Agreement.


 


4.                                       Counterparts. This Amendment may be executed
by one or more of the parties hereto in any number of separate counterparts
(which may include counterparts delivered by facsimile transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.


 


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5.                                       Governing
Law. THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE INTERPRETATION,
VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AMENDMENT, REGARDLESS OF THE LAW
THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAW.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


 


 


	
   

  	
  ROCKWOOD HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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