Exhibit 10.46


 


SUPPLEMENTARY SAVINGS PLAN OF ROCKWOOD SPECIALTIES
INC.


 


(As Amended and Restated Effective January 1,
2009)


 

















 


Table of Contents


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
   

  	
  2

  
	
  ARTICLE II -

  	
  Definitions

  	
   

  	
  2

  
	
  2.1

  	
  “Account”

  	
   

  	
  2

  
	
  2.2

  	
  “Affiliate”

  	
   

  	
  2

  
	
  2.3

  	
  “Beneficiary”

  	
   

  	
  2

  
	
  2.4

  	
  “Board”

  	
   

  	
  2

  
	
  2.5

  	
  “Code”

  	
   

  	
  2

  
	
  2.6

  	
  “Committee”

  	
   

  	
  2

  
	
  2.7

  	
  “Company”

  	
   

  	
  3

  
	
  2.8

  	
  “Compensation”

  	
   

  	
  3

  
	
  2.9

  	
  “Effective Date”

  	
   

  	
  3

  
	
  2.10

  	
  “Eligible Employee”

  	
   

  	
  3

  
	
  2.11

  	
  “Employer”

  	
   

  	
  3

  
	
  2.12

  	
  “Grandfathered Portion”

  	
   

  	
  3

  
	
  2.13

  	
  “Matching Account”

  	
   

  	
  3

  
	
  2.14

  	
  “Matching Credits”

  	
   

  	
  3

  
	
  2.15

  	
  “Non-Grandfathered Portion”

  	
   

  	
  3

  
	
  2.16

  	
  “Participant”

  	
   

  	
  3

  
	
  2.17

  	
  “Plan”

  	
   

  	
  3

  
	
  2.18

  	
  “Plan Year”

  	
   

  	
  3

  
	
  2.19

  	
  “Profit Sharing/401(k) Plan”

  	
   

  	
  3

  
	
  2.20

  	
  “401(k) Matching Contribution”

  	
   

  	
  3

  
	
  2.21

  	
  “401(k) Salary Deferral
  Contributions”

  	
   

  	
  4

  
	
  2.22

  	
  “Profit Sharing Annual
  Contribution”

  	
   

  	
  4

  
	
  2.23

  	
  “Money Purchase Annual
  Contribution”

  	
   

  	
  4

  
	
  2.24

  	
  “Salary Deferral Account”

  	
   

  	
  4

  
	
  2.25

  	
  “Salary Deferral Agreement”

  	
   

  	
  4

  
	
  2.26

  	
  “Salary Deferral Credits”

  	
   

  	
  4

  
	
  2.27

  	
  “Seconded Employees”

  	
   

  	
  4

  
	
  2.28

  	
  “Section 409A”

  	
   

  	
  4

  
	
  2.29

  	
  “Separation from Service”

  	
   

  	
  4

  
	
  2.30

  	
  “Statutory Limitations”

  	
   

  	
  4

  
	
  2.31

  	
  “Termination”

  	
   

  	
  4

  
	
  2.32

  	
  “Unforeseeable Emergency”

  	
   

  	
  4

  
	
  ARTICLE III -

  	
  Participation

  	
   

  	
  5

  
	
  3.1

  	
  Eligibility to Participate

  	
   

  	
  5

  
	
  3.2

  	
  Enrollment

  	
   

  	
  5

  
	
  3.3

  	
  Deferral of Compensation

  	
   

  	
  5

  
	
  ARTICLE IV -

  	
  Accounts

  	
   

  	
  6

  
	
  4.1

  	
  Maintenance of Accounts

  	
   

  	
  6

  
	
  4.2

  	
  Salary Deferral Credits

  	
   

  	
  6

  
	
  4.3

  	
  Matching Credits

  	
   

  	
  6

  
	
  4.4

  	
  Interest Credits

  	
   

  	
  7

  



 


i

















 


Table of Contents


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
  4.5

  	
  Vesting

  	
   

  	
  7

  
	
  4.6

  	
  Quarterly Statements

  	
   

  	
  7

  
	
  ARTICLE V -

  	
  Payments

  	
   

  	
  7

  
	
  5.1

  	
  Methods of Payment

  	
   

  	
  7

  
	
  5.2

  	
  Commencement of Benefits

  	
   

  	
  8

  
	
  5.3

  	
  Death Benefits

  	
   

  	
  8

  
	
  5.4

  	
  Hardship

  	
   

  	
  8

  
	
  5.5

  	
  Tax Increases

  	
   

  	
  8

  
	
  5.6

  	
  Tax Withholding

  	
   

  	
  8

  
	
  5.7

  	
  Restriction on Commencement of
  Distributions under Section 409A

  	
   

  	
  8

  
	
  5.8

  	
  Treatment of Installments under
  Section 409A

  	
   

  	
  9

  
	
  ARTICLE VI -

  	
  Determination of Benefits, Claims
  Procedure and Administration

  	
   

  	
  9

  
	
  6.1

  	
  Determination

  	
   

  	
  9

  
	
  6.2

  	
  Interpretation

  	
   

  	
  9

  
	
  6.3

  	
  Reports

  	
   

  	
  9

  
	
  6.4

  	
  No Liability

  	
   

  	
  9

  
	
  ARTICLE VII -

  	
  General Provisions

  	
   

  	
  10

  
	
  7.1

  	
  Designation of Beneficiary

  	
   

  	
  10

  
	
  7.2

  	
  Amendment and Termination

  	
   

  	
  10

  
	
  7.3

  	
  No Contract of Employment

  	
   

  	
  10

  
	
  7.4

  	
  Nonalienation of Benefits

  	
   

  	
  10

  
	
  7.5

  	
  Corporate Successors

  	
   

  	
  10

  
	
  7.6

  	
  Unfunded Plan

  	
   

  	
  11

  
	
  7.7

  	
  Governing Law

  	
   

  	
  11

  
	
  7.8

  	
  Payments to Incompetents or Minors

  	
   

  	
  11

  
	
  7.9

  	
  Partial Invalidity

  	
   

  	
  11

  



 


ii

















 


SUPPLEMENTARY SAVINGS PLAN OF ROCKWOOD SPECIALTIES
INC.


 


(As Amended and Restated Effective January 1,
2009)


 


ARTICLE I


 


Rockwood
Specialties Inc. (formerly Laporte Inc.) (the “Company”) adopted the Supplementary
Savings Plan of Rockwood Specialties Inc. (formerly the Supplementary Savings
Plan of Laporte Inc.) (the “Plan”), effective July 1, 1990, in order to
provide supplemental retirement benefits to certain of its management and
highly compensated employees whose benefits under the Profit-Sharing/401(k) Plan
of Rockwood Specialties Inc. (formerly the Profit-Sharing/401(k) Plan of
Laporte Inc.) (the “Profit Sharing/401(k) Plan”) and/or the Rockwood
Specialties Inc. Money Purchase Pension Plan (formerly the Laporte Inc. Money
Purchase Pension Plan) (the “Money Purchase Pension Plan”) are restricted
as  a result of the limitations imposed
by Sections 401(a)(17), 401(k)(3), 401(m)(2), 402(g)(1) and 415 of the
Code, or who are otherwise ineligible to participate in the Profit Sharing Plan
or the Money Purchase Pension Plan.  The
Plan was subsequently amended and restated in its entirety effective December 15,
1993, January 1, 1996 and December 30, 1997.  The Plan is hereby further amended and
restated in its entirety effective as of the “Effective Date” (as defined
herein).  The benefits, if any, of an
Eligible Employee who terminated employment prior to the Effective Date shall
be determined in accordance with the provisions of the Plan as in effect as of
such termination date.


 


ARTICLE II


 


Definitions


 


Where
the following terms appear in this Plan, they shall have the respective
meanings set forth in the ARTICLE II, unless the context clearly indicates to
the contrary:


 


2.1          “Account” means the Salary Deferral Account
and Matching Account maintained by the Committee to reflect the accrued benefit
of a Participant under the Plan.


 


2.2          “Affiliate” means
any entity that is a member of a controlled group of corporations of a group of
trades or businesses under common control (as such terms are defined in Section 414(b) and
(c) of the Code), of which the Company is a member.


 


2.3          “Beneficiary”
means the person or persons entitled to receive benefits under the Plan after
the death of a Participant pursuant to Section 7.1 hereof.


 


2.4          “Board”
means the Board of Directors of the Company.


 


2.5          “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
regulations issued thereunder.


 


2.6          “Committee”
means the committee appointed by the Board to administer the Plan.


 





















 


2.7          “Company”
means Rockwood Specialties Inc. (formerly Laporte Inc.), a Delaware
corporation, and its successors.


 


2.8          “Compensation”
means the amount of compensation that (i) would be available for elective
deferral under the Profit Sharing Plan if the limitations of Sections
401(a)(17) and 402(g) of the Code were not imposed or (ii) would be
eligible for determining contributions under the Money Purchase Pension Plan if
the limitations of Section 401(a)(17) were not imposed, as applicable.


 


2.9          “Effective Date”
means January 1, 2009.


 


2.10        “Eligible Employee”
means a management or highly compensated employee of an Employer (i) who
is eligible to participate in the Profit Sharing Plan and/or the Money Purchase
Pension Plan, but whose contributions are limited by the Statutory Limitations,
or who is a Seconded Employee, and (ii) who is selected by the Committee
to participate in the Plan.


 


2.11        “Employer”
means the Company and each Affiliate that is a participating employer under the
Profit Sharing Plan and/or the Money Purchase Pension Plan and that has
elected, with the consent of the Company, to be a participating employer under
this Plan.


 


2.12        “Grandfathered Portion”
of a Participant’s Account means the amounts that were credited to a
Participant’s Account as of December 31, 2004, to the extent vested as of
that date, plus earnings credited with respect to such amounts under Section 4.4
less withdrawals of such amounts under Article V.  The Company shall separately account for the
Grandfathered Portion of a Participant’s Account.


 


2.13        “Matching Account”
means the portion of a Participant’s Account derived from Matching Credits.


 


2.14        “Matching Credits”
means the amount credited to a Participant’s Account pursuant to Section 4.3.


 


2.15        “Non-Grandfathered Portion”
of a Participant’s Account means the entire amount of the Participant’s Account
other than the Grandfathered Portion of the Account.


 


2.16        “Participant”
means an Eligible Employee who has enrolled in the Plan in accordance with Section 3.2.


 


2.17        “Plan”
means the Supplementary Savings Plan of Rockwood Specialties, Inc., as set
forth herein and as amended and restated from time to time.


 


2.18        “Plan Year”
means the calendar year.


 


2.19        “Profit Sharing/401(k) Plan”
means the Profit-Sharing/401(k) Plan for Employees of Rockwood Specialties, Inc.


 


2.20        “401(k) Matching Contribution”
means the matching contributions made by an Employer on behalf of a Participant
under the Profit Sharing/401(k) Plan.


 


3
















 


2.21        “401(k) Salary Deferral
Contributions” means the pre-tax, salary deferral
contributions made by the Employer to the Profit Sharing/401(k) Plan on
behalf of a Participant pursuant to the Participant’s election.


 


2.22        “Profit Sharing Annual Contribution”
means the discretionary annual contribution (0% to 4% of compensation) made by
the Employer on behalf of the Participant to the Profit Sharing/401(k) Plan
based upon the Participant’s participating Company’s profitability for that
fiscal year.


 


2.23        “Money Purchase Annual Contribution”
means the non-discretionary annual contribution of 3% of compensation made by
the Employer on behalf of the Participant to the Money Purchase Pension Plan.


 


2.24        “Salary Deferral Account” means
the portion of a Participant’s Account derived from Salary Deferral Credits.


 


2.25        “Salary Deferral Agreement”
means an agreement entered into between an Eligible Employee and an Employer
whereby the Eligible Employee agrees to become a Participant in the Plan and to
defer a portion of his or her Compensation under this Plan pursuant to the
provisions of Section 3.3.


 


2.26        “Salary Deferral Credits”
means the amount credited to a Participant’s Account pursuant to Section 4.2.


 


2.27        “Seconded Employees”
means those employees of the Employer who are only eligible to make salary
deferrals under the Profit Sharing Plan and/or the Money Purchase Pension Plan
because they participate in a non-United States pension plan sponsored by the
Employer.


 


2.28        “Section 409A”
means Section 409A of the Code.


 


2.29        “Separation from Service”
means a Participant’s separation from service with the Company and its
Affiliates within the meaning of Section 409A, applying the “at least 50
percent” test for this purpose.


 


2.30        “Statutory Limitations”
means the limitations imposed by Sections 401(a)(17), 401(k)(3), 401(m)(2),
402(g)(1) and 415 of the Code on the amount that may be contributed to the
Profit Sharing Plan and/or the Money Purchase Pension Plan on behalf of an
Eligible Employee.


 


2.31        “Termination”
means the termination of a Participant’s employment with his or her Employer
for any reason.


 


2.32        “Unforeseeable Emergency”
means a severe financial hardship to the Participant resulting from a sudden
and unexpected illness or accident of the Participant or of a dependent (as
defined in Section 152(a) of the Code) of the Participant, loss of
the Participant’s property due to casualty, or similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  The circumstances that
will constitute an


 


4

















 


Unforeseeable Emergency shall be determined
by the Committee depending upon the facts of each case.  Notwithstanding the foregoing, with respect
to the Non-Grandfathered Portion of a Participant’s Account, no event shall be
an Unforeseeable Emergency unless it qualifies as an “unenforceable emergency”
for purposes of Section 409A of the Code.


 


ARTICLE III


 


Participation


 


3.1          Eligibility to Participate.  The Committee, in its sole discretion, shall
select management or highly compensated employees of the Employer, including
Seconded Employees, as eligible to participate in the Plan.  The Committee shall notify such Eligible
Employees of their eligibility as soon as practicable after the Committee has
made its selection.  The Committee may
revoke a Participant’s eligibility prospectively; however, such revocation may
not adversely affect such Participant’s rights hereunder with respect to
amounts previously credited to his or her Account.


 


3.2          Enrollment.  Each Eligible Employee may become a
Participant in the Plan by filing with his or her Employer a fully completed
and executed Salary Deferral Agreement on which the Eligible Employee elects to
participate in the Plan and to defer a portion of his or her Compensation.  A Salary Deferral Agreement must be filed
with the Employer prior to the first day for the Plan Year to which it
relates.  If an Eligible Employee first
becomes an Eligible Employee after the first day of the Plan Year (and has not
previously become eligible to participate in another nonqualified account
balance deferred compensation plan maintained by the Company or any of its
Affiliates), his or her Salary Deferral Agreement must be filed with the Employer
within thirty (30) days after the date on which he or she first becomes an
Eligible  Employee in order to
participate in the Plan for such Plan Year; however, such Salary Deferral
Agreement shall only apple to Compensation earned after the date the Salary
Deferral Agreement has been filed with the Employer.  For Compensation that is earned based on a
specified performance period, such as an annual bonus, the Participant may not
defer more than an amount equal to the total amount of such Compensation paid
for the performance period multiplied by the ratio of the number of days
remaining in the performance period after the Salary Deferral Agreement is
filed over the total number of days in the performance period.


 


A
Salary Deferral Agreement shall be irrevocable and shall remain in full force
and effect for subsequent Plan Years unless modified or terminated by the
filing with the Employer of a new Salary Deferral Agreement.  A new Salary Deferral Agreement shall apply
only to Compensation earned by the Participant after the end of the Plan Year
in which it is filed with the Employer. 
Deferrals under this Plan may be cancelled because of an Unforeseeable
Emergency in accordance with the hardship rules set forth in Section 5.4.  If a Participant receives a distribution on
account of hardship from the Profit Sharing Plan and/or the Money Purchase
Pension Plan under circumstances requiring that deferrals under this Plan be
terminated, deferrals under this Plan shall be cancelled as may be required in
connection with such distribution.


 


3.3          Deferral of Compensation.  For each Plan Year a Participant shall have
the right to elect on his or her Salary Deferral Agreement the percentage of
the Participant’s


 


5

















 


Compensation to defer for such Plan Year, and
to make the designations provided for in Section 5.1, in the manner
permitted by the Company.


 


A
Participant shall be permitted to defer Compensation under this Section 3.3
for a Plan Year only if he or she has elected to contribute a percentage of his
or her Compensation to the Profit Sharing Plan as a Profit Sharing Plan Salary
Deferral Contribution for such Plan Year and/or is eligible to receive a
contribution under the Money Purchase Pension Plan, and such contribution
cannot be made in its entirety because of the Statutory Limitations, provided
that this restriction shall not apply to Seconded Employees or any other
Participant’s prohibited from making or receiving contributions to the Profit
Sharing Plan and/or the Money Purchase Pension Plan.


 


ARTICLE IV


 


Accounts


 


4.1          Maintenance of Accounts.  The Employer and the Committee shall maintain
on the Employer’s books and records an Account for each Participant (separately
segregated to reflect the Grandfathered Portion and Non-Grandfathered Portion
of such Account) that shall be credited with any credits and earnings pursuant
to this Article IV and charged with payments and forfeitures pursuant to Article V.  Each Participant’s Account shall consist of a
Salary Deferral Agreement and a Matching Account.  The amount available for payments shall be
limited to the portion of the Account that is vested.  The Employer or the Committee may from time
to time assess reasonable service charges against all or any portion of the
Accounts to defray costs associated with the implementation and administration
of the Plan.  Payments under the Plan
shall be charged against Accounts on the date on which the payments are made
and forfeitures shall be charged on the date of Termination.


 


4.2          Salary Deferral Credits.  As of the Effective Date, the Salary Deferral
Account of each Participant shall be equal to the balance of the Participant’s
Salary Deferral Account immediately prior to the Effective Date.  Thereafter, the Salary Deferral Account of
each Participant shall be credited at the end of each calendar quarter with
Salary Deferral Credits equal to the amount of Compensation deferred by the
Participant with respect to the payroll periods during such quarter pursuant to
Section 3.3.


 


4.3          Matching Credits.  As of the Effective Date, the Matching
Account of each Participant shall be equal to the balance of the Participant’s
Matching Account immediately prior to the Effective Date.  Thereafter, the Matching Account of each
Participant, other than a Participant who is a Seconded Employee, shall be
credited at the end of each calendar quarter during a Plan Year with a Matching
Credit in an amount equal to:


 


(A)          the amount of 401(k) Matching
Contributions that would have been made by the Employer on behalf of the
Participant for the calendar quarter if (i) the Profit Sharing/401(k) Plan
Salary Deferral Contributions and 401(k) Matching Contributions had not
been restricted by the Statutory Limitations, and (ii) the Participant had
elected to contribute as Profit Sharing/401(k) Plan Deferral Contributions
the maximum permissible


 


6





















 


amount (taking
into account the Statutory Limitations) plus the amount of Salary Deferral
Credits Actually elected under this Plan, minus


 


(B)           the maximum 401(k) Matching
Contributions that would have been made by the Employer on behalf of the
Participant for such calendar quarter had the Participant made the maximum
permissible Profit Sharing/401(k) Plan Salary Deferral Contributions.


 


In
addition to the matching contributions, the Employer shall make additional
credits to the Participant’s Matching Account based on the Profit Sharing
Annual Contribution and the Money Purchase Annual Contribution with respect to
Compensation above the Statutory Limitations.


 


4.4          Interest Credits.  As of the last day of each calendar quarter,
each Participant’s Account shall be credited with an interest credit equal to (i) the
Account balance on such date, multiplied by (ii) one-fourth of the prime
rate being charged by JP Morgan Chase on the first day of the calendar quarter,
as published in the Wall Street Journal.


 


4.5          Vesting.  A Participant shall at all times be fully
vested in his or her Salary Deferral and Matching Accounts.


 


4.6          Quarterly Statements.  Statements indicating the total amount
credited to a Participant’s Account as of the last day of each calendar quarter
shall be furnished by the Committee to the Participant not more than ninety
(90) days after the end of each calendar quarter and at such other time or
times as the Committee may determine.


 


ARTICLE V


 


Payments


 


5.1          Methods of Payment.  A Participant shall designate in his or her
Salary Deferral Agreement whether his or her Account balance shall be
distributed in a single, lump sum payment or in approximately equal quarterly
installments for a period of three (3) years, five (5) years, ten (10) years,
fifteen (15) years, or twenty (20) years, (with the amount of each quarterly
installment to be determined by dividing the value of the Participant’s Account
on the applicable payment date by the number of remaining installments).  Payment of the lump sum or first quarterly
installment shall be made on the date specified in Section 5.2.  With respect to the Grandfathered Portion of
a Participant’s Account, the Participant and the Employer may agree to change
the method of payment of his or her Account balance, if an additional service
agreement (“Additional Service Agreement”) is entered into by the Employer and
the Participant and such Additional Service Agreement is a bona fide written
agreement with the Employer which requires the Participant to provide
substantial services to the Employer for a reasonable period of time before
benefit payments commence.  With respect
to the Non-Grandfathered Portion of a Participant’s Account, the Participant
and the Employer may agree to change the method of payment of his or her
Account balance, provided that: (i) such agreement is made at least one
year prior to the date on which such Account balance is scheduled to be paid,
or in the case of installment payments, one year prior to the date on which the
affected installment is scheduled to


 


7

















 


be paid, (ii) the redesignated payment
date for the Account balance or installment payment, as the case may be, is no
less than five years after the date on which such Account balance or
installment payment would otherwise be paid, and (iii) the change in
method of payment may not take effect until 12 months following the date of the
agreement making such change.


 


5.2          Commencement of Benefits.  With respect to the Grandfathered Portion of
a Participant’s Account, payment of such portion of the Participant’s Account
shall be made or shall commence on the last day of the month in which the
Participant’s employment terminates with the Company (whether because of
retirement or any other reason).  With
respect to the Non-Grandfathered Portion of a Participant’s Account, payment of
such portion shall be made or shall commence on the last day of the month in
which the Participant has a Separation from Service.


 


5.3          Death Benefits.  Upon the death of a Participant prior to the
distribution of the entire balance of his or her Account, payment of the
remaining balance in the Participant’s Account shall commence as to the
Participant’s Beneficiary within ninety (90) days of the date of death in the
form designated by the Participant; provided, however, that if the Participant
elected quarterly installments and the Committee has determined that an
Unforeseeable Emergency has occurred, the Committee may approve a Beneficiary’s
request for a single, lump sum payment.


 


5.4          Hardship.  A Participant’s Account shall be distributed
according to Sections 5.1 and 5.2, except that a Participant may apply for and
receive a distribution of all or a portion of the vested balance in his or her
Account prior to the date the Account is otherwise payable if the Committee
determines that an Unforeseeable Emergency has occurred.  Payment may not be made to the extent that
the need caused by the Unforeseeable Emergency is or may be relieved through
reimbursement by insurance or otherwise, by reasonable liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or by cessation of deferrals under this
Plan or the Profit Sharing Plan and/or the Money Purchase Pension Plan.  Amounts shall only be distributed because of
an Unforeseeable Emergency to the extent reasonable necessary to address the
Unforeseeable Emergency.  Any payment
under this Section 5.4 will be made within ninety (90) days of the date of
the Committee’s determination.


 


5.5          Tax Increases.  Notwithstanding the provisions of Section 5.1,
in the event the Grandfathered Portion of a Participant’s Accounts is being
paid in installment payments, and during said payout period Federal personal
income tax rates for the highest marginal tax rate are scheduled to increase by
fifteen (15) or more percentage points, any remaining installment payments from
the Grandfathered Portion of such Accounts shall be paid in a lump sum at a
date determined by the Committee which precedes the effective date of such tax
rate increase.


 


5.6          Tax Withholding.  The Company shall withhold from payments due
under the Plan any and all taxes of any nature required by any government to be
withheld.


 


5.7          Restriction on Commencement of
Distributions under Section 409A.  Notwithstanding anything to the contrary in
this Article V, if a Participant is a “specified employee” as defined
below and determined by the Committee in accordance with Section 409A and
if any amounts (other than the Grandfathered Portion of a Participant’s
Accounts) are


 


8

















 


payable under this Plan on account of the
Participant’s Separation from Service, then any amounts that would otherwise be
paid to the Participant under this Article V within six months of such
Separation from Service (other than amounts payable from the Grandfathered
Portion of the Participant’s Accounts) shall automatically be deferred and paid
in a lump sum on the six month anniversary of such Separation from Service (or
upon the Participant’s death, if sooner). 
A “specified employee” means a Participant who is a “key employee” as
defined for purposes of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied
in accordance with the regulations thereunder and disregarding Section 416
(i)(5)), of the Company or its affiliates.   
If a person is a specified employee as of December 31 of the
preceding Plan Year, he or she is treated as a specified employee for the
12-month period beginning on April 1 of the Plan Year.  For purposes of this Section 1.30, the
term “compensation” will be defined in accordance with Regulation Section 1.415(c)-2(a),
and the Company hereby elects to apply the rule of Regulation Section 1.415(c)-2(g)(5)(ii) to
not treat as compensation certain compensation excludible from the employee’s
gross income on account of the location of the services or the identity of the
employer that is not effectively connected with the trade or business within
the United States.  Whether an individual
is a specified employee will be determined in accordance with the requirements
of Code Section 409A and the final regulations issued thereunder.


 


5.8          Treatment of Installments under Section 409A.  A series of installment payments under this Article V
shall be treated as a single payment for purposes of Section 409A.


 


ARTICLE VI


 


Determination of Benefits, Claims Procedure
and Administration


 


6.1          Determination.  The Company may assign all or some of its
duties hereunder to an officer or other employee of the Company.  The Committee shall make all determinations
as to rights to benefits under this Plan. 
Subject to and in compliance with the specific procedures contained in
the applicable regulations promulgated under the Employee Retirement Income
Security Act of 1974, as amended: (i) any decision by the Committee
denying a claim for benefits under this Plan by the Participant or any other
claimant shall be stated in writing by the Committee and delivered or mailed to
the claimant; (ii) each such notice shall set forth the specific reasons
for the denial, written to the best of the Committee’s ability in a manner that
may be understood without legal or actuarial counsel; and (iii) the
Committee shall afford a reasonable opportunity to the claimant whose claim for
benefits has been denied for a review of the decision denying such claim.


 


6.2          Interpretation.  Subject to the foregoing: (i) the
Committee shall have full power and authority to interpret, construe and
administer this Plan; and (ii) the interpretation and construction of this
Plan by the Committee, and any action taken hereunder, shall be binding and
conclusive upon all parties in interest.


 


6.3          Reports.  The Company shall provide the Participant
with a statement reflecting the amount of the Participant’s Account on a
quarterly basis.


 


6.4          No Liability.  No employee, agent, officer or director of
the Company shall, in any event, be liable to any person for any action taken
or omitted to be taken in connection with


 


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the interpretation, construction or
administration of this Plan, so long as such action or omission to act be made
in good faith.


 


ARTICLE VII


 


General Provisions


 


7.1          Designation of Beneficiary.  A Participant may designate one or more
Beneficiaries to receive any payments due under the Plan upon the Participant’s
death.  All Beneficiary designations must
be on forms provided by the Committee and will be effective on the date filed
with the Committee.  A Participant may
change a Beneficiary designation at any time, without the consent of any prior
Beneficiary, by filing with the Committee a new Beneficiary designation
form.  No Beneficiary designation form
shall be effective unless received by the Committee prior to the Participant’s
death.  If a Participant dies without
having filed a proper Beneficiary designation form with the Committee, or to
the extent no designated Beneficiary is living, any amounts payable under the
Plan upon the Participant’s death shall be paid to his or her beneficiaries as
determined under the provisions of the Profit Sharing Plan.


 


7.2          Amendment and Termination.  The
Company may, at any time and from time to time, amend, in whole or in part, or
terminate the Plan without the consent of any Participant or Beneficiary;
provided, however, that no amendment or termination of the Plan shall reduce
the amount then credited to any Participant’s Account.  If the Plan is terminated, the Employer shall
continue to be responsible for making payments attributable to existing
Accounts; however, the Committee, in its discretion, may direct that all
Account balances be distributed, in which case the Grandfathered Portion of
Participants’ Accounts shall be distributed upon such termination in the form
of a single, lump sum distribution, and the Non-Grandfathered Portion of
Participants’ Accounts shall be distributed at the time and to the extent permitted
under Section 409A.


 


7.3          No Contract of Employment.  The establishment of the Plan, the creation
of the Accounts, and/or the making of any payments under the Plan, shall not
give any employee the right to remain in the service of any Employer, and all
Participants and other employees shall remain subject to discharge to the same
extent as if the Plan had never been adopted.


 


7.4          Nonalienation of Benefits.  None of the interests, benefits or rights of
any Participant or Beneficiary hereunder shall be subject to any claim of any
creditor of such Participant or Beneficiary and, to the fullest extent
permitted by law, all such interests, benefits and rights shall be free from
attachment, garnishment or any other legal or equitable process available to any
creditor of such Participant and Beneficiary. 
No Participant or Beneficiary shall have the right to alienate,
anticipate, pledge, encumber, sell, transfer or otherwise assign any of the
benefits or payments that the Participant or Beneficiary may expect to receive
under the Plan, and any attempt to do so shall be void.


 


7.5          Corporate Successors.  The Plan shall not be automatically
terminated by a transfer or sale of the assets of the Company or by the merger
or consolidation of the Company into or with any other corporation or other
entity, but the Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee, purchaser or
successor entity agrees to continue the Plan. 
In the event that the Plan is not continued by the transferee,


 


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purchaser or successor entity,
then the Plan shall terminate in accordance with the provisions of Section 7.2.


 


7.6          Unfunded Plan.  The Plan shall at all times be entirely
unfunded and, except as provided in the following paragraph, no provision shall
at any time be made with respect to segregating any assets of the Company or
any other Employer for payment of any benefits due hereunder.  The right of a Participant or Beneficiary to
receive a distribution hereunder shall be an unsecured claim against the
general assets of the Employers, and neither the Participant nor any
Beneficiary shall have any rights in or against any specific assets of the
Employers.


 


The
preceding paragraph to the contrary notwithstanding, the Company may establish
a trust to which the Employers may transfer funds for the payment of benefits
under the Plan.  The terms of such trust
must require that its assets be used to satisfy the claims of the Employer’s unsecured
creditors in the event of the Employer’s bankruptcy or insolvency, and the
trust must contain such terms and conditions as shall prevent taxation to
Participants and Beneficiaries of any amounts held in the trust or credited to
an Account prior to the time payments are made. 
No Participant or Beneficiary shall have any ownership rights in or to
the assets of any trust established pursuant to this paragraph.


 


7.7          Governing Law.  This Plan shall be governed by and construed
in accordance with the laws of the State of Delaware, except to the extent
preempted by federal law.


 


7.8          Payments to Incompetents or Minors.  If a Participant or Beneficiary entitled to
receive benefits hereunder is deemed by the Committee or is adjudged to be
legally incapable of caring for his or her affairs, such benefits shall be paid
to the duly appointed and acting guardian, if any, and if no such guardian is
appointed and acting, to such person or persons as the Committee may
designate.  Any such payment shall, to
the extent made, be deemed a completer discharge of the obligation of the Plan
or the Committee to make such payment.


 


7.9          Partial Invalidity.  If any term or provision hereof or the
application thereof to any person or circumstance, is held to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of the Plan,
or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall both be
unaffected and each term or provision hereof shall be valid and enforceable to
the fullest extent permitted by law.


 


EXECUTED
AND DATED as of this
        day of December, 2008.


 


	
   

  	
  ROCKWOOD SPECIALTIES INC.

  
	
   

  	
   

  
	
   

  	
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