Exhibit 10.53


 


2008
AMENDED AND RESTATED


STOCK
PURCHASE AND OPTION PLAN


FOR
ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES


 


1.                                       Purpose of Plan


 


This 2008 Amended and Restated Stock Purchase
and Option Plan for Rockwood Holdings, Inc. and Subsidiaries (formerly the
Amended and Restated 2005 Stock Purchase and Option Plan for Rockwood Holdings, Inc.,
which was formerly the Amended and Restated 2003 Stock Purchase and Option Plan
for Rockwood Holdings, Inc., which was formerly the 2000 Stock Purchase
and Option Plan for K-L Holdings, Inc. and Subsidiaries) (the “Plan”) is
designed:


 


(a)                                  to promote the long term
financial interests and growth of Rockwood Holdings, Inc. (the “Company”),
its Subsidiaries and any other Service Recipients by attracting and retaining
management personnel with the training, experience and ability to enable them
to make a substantial contribution to the success of the Company’s business;


 


(b)                                 to motivate management personnel
by means of growth-related incentives to achieve long range goals; and


 


(c)                                  to further the identity of
interests of participants with those of the shareholders of the Company through
opportunities for increased stock, or stock-based, ownership in the Company.


 


2.                                       Definitions


 


As used in the Plan, the following words
shall have the following meanings:


 


(a)                                  “Board of Directors” means the
Board of Directors of the Company.


 


(b)                                 “Code” shall mean the Internal
Revenue Code of 1986, as amended, or any successor thereto.


 


(c)                                  “Committee” means the
Compensation Committee of the Board of Directors (or, if no such committee is
appointed, the Board of Directors).


 


(d)                                 “Common Stock” or “Share” means
common stock of the Company which may be authorized but unissued, or issued and
reacquired.


 


(e)                                  “Director” means any member of
the Board of Directors.


 


(f)                                    “Disability” shall mean
Disability as defined under Section 409A of the Code.


 


(g)                                 “Employee” means a person,
including an officer, in the regular full-time employment of the Company, one
of its Subsidiaries or any other Service Recipient.


 


(h)                                 “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 

















 


(i)                                     “Grant” means an award made to a
Participant pursuant to the Plan and described in Section 5, including,
without limitation, an award of a Stock Option, Restricted Stock, Purchase
Stock, or Other Stock Based Grant or any combination of the foregoing.


 


(j)                                     “Grant Agreement” means an
agreement between the Company and a Participant that sets forth the terms,
conditions and limitations applicable to a Grant.


 


(k)                                  “Participant” means an Employee,
Director, consultant or other person having a relationship with the Company,
one of its Subsidiaries or any other “Service Recipient” (within the meaning of
Section 409A of the Code), to whom one or more Grants have been made and
such Grants have not all been forfeited or terminated under the Plan.


 


(l)                                     “Stock-Based Grants” means the
collective reference to the grant of Purchase Stock, Restricted Stock and Other
Stock Based Grants described in Section 5.


 


(m)                               “Stock Options” means options to
purchase Common Stock, which may or may not be incentive stock options (“Incentive
Stock Options”) within the meaning of Section 422 of the Code.


 


(n)                                 “Subsidiary” means any entity
other than the Company in an unbroken chain of entities beginning with the
Company if each of the entities other than the last entity in the unbroken
chain owns 50% or more of the voting stock or other voting interests in one of
the other entities in such chain.


 


3.                                       Administration of Plan


 


(a)                                  The Plan shall be administered by
the Committee.  All of the members of the
Committee and any other Directors shall be eligible to be selected for Grants
under the Plan; provided, however,
that the members of the Committee shall qualify to administer the Plan for
purposes of Rule 16b-3 (and any other applicable rule) promulgated under Section 16(b) of
the Exchange Act to the extent that the Company is subject to such rule.  The Committee may adopt its own rules of
procedure, and the action of a majority of the Committee, taken at a meeting or
taken without a meeting by a writing signed by such majority, shall constitute
action by the Committee.  The Committee
shall have the power and authority to administer, construe and interpret the
Plan, to make rules for carrying it out and to make changes in such
rules.  Any such interpretations, rules,
and administration shall be consistent with the basic purposes of the Plan.


 


(b)                                 The Committee may delegate to
the Chief Executive Officer and to other senior officers of the Company its
duties under the Plan subject to such conditions and limitations as the
Committee shall prescribe except that only the Committee may designate and make
Grants to Participants who are subject to Section 16 of the Exchange Act.


 


(c)                                  The Committee may employ
attorneys, consultants, accountants, appraisers, brokers or other persons.  The Committee, the Company, and the officers
and Directors of the Company shall be entitled to rely upon the advice,
opinions or valuations of any such persons. 
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Participants, the
Company and all other interested persons. 
No member of the Committee shall be personally liable for any action, 


 


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determination or interpretation made in good faith with respect to the
Plan or the Grants, and all members of the Committee shall be fully protected
by the Company with respect to any such action, determination or interpretation.


 


4.                                       Eligibility


 


The Committee may from time to time make
Grants under the Plan to such Employees, Directors or other persons having a
relationship with the Company, any of its Subsidiaries or any other Service
Recipient, and in such form and having such terms, conditions and limitations
as the Committee may determine.  Grants
may be granted singly, in combination or in tandem.  The terms, conditions and limitations of each
Grant under the Plan shall be set forth in a Grant Agreement, in a form approved
by the Committee, consistent, however, with the terms of the Plan.


 


5.                                       Grants


 


From time to time, the Committee will
determine the forms and amounts of Grants for Participants.  Such Grants may take the following forms in
the Committee’s sole discretion:


 


(a)                                  Stock Options - These are options to purchase
Common Stock, which may or may not be Incentive Stock Options and shall have an
exercise price at least equal to the fair market value of one share of Common
Stock on the date of Grant (or, if the person to whom an Incentive Stock Option
is being granted owns Common Stock representing more than 10 percent of the
voting power of all classes of Company equity, the exercise price shall be at
least equal to 110 percent of the fair market value of one share of Common
Stock on the date of Grant). At the time of the Grant the Committee shall
determine, and shall have contained in the Grant Agreement or other Plan rules,
the option exercise period, the option price, and such other conditions or
restrictions on the grant or exercise of the option as the Committee deems
appropriate, which may include the requirement that the grant of options is
predicated on the acquisition of Purchase Shares under Section 5(c) by
the Participant or as may be required pursuant to applicable law, if such
options shall be Incentive Stock Options. 
Payment of the option exercise price shall be made in cash or in shares
of Common Stock (provided,
that such Shares have been held by the Participant for not less than six months
(or such other period as established by the Committee from time to time)), or a
combination thereof, in accordance with the terms of the Plan, the Grant
Agreement and any applicable guidelines of the Committee in effect at the time.


 


(b)                                 Restricted Stock - Restricted Stock is Common
Stock delivered to a Participant with or without payment of consideration with
restrictions or conditions on the Participant’s right to transfer or sell such
stock.  The number of shares of
Restricted Stock and the restrictions or conditions on such shares shall be as
the Committee determines, in the Grant Agreement or by other Plan rules, and
the certificate for the Restricted Stock shall bear evidence of such
restrictions or conditions.


 


(c)                                  Purchase Stock - Purchase Stock refers to
shares of Common Stock offered to a Participant at such price as determined by
the Committee, the acquisition of which may make him eligible to receive under
the Plan, among other things, Stock Options.


 


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(d)                                 Other Stock-Based Grants - The Committee may make other
Grants under the Plan pursuant to which shares of Common Stock or other equity
securities of the Company are or may in the future be acquired, or Grants
denominated in stock units, including ones valued using measures other than
market value of the Common Stock.  Other
Stock-Based Grants may be granted with or without consideration.


 


6.                                       Limitations and Conditions


 


(a)                                  Subject to Section 8
hereof, the number of Shares available for Grants under this Plan shall be
10,000,000 shares of the authorized Common Stock as of the effective date of
the Plan.  The number of Shares subject
to Grants made under this Plan to any one Participant in any one calendar year
shall not be more than $20 million worth of the Shares.  Unless restricted by applicable law, Shares
related to Grants that are forfeited, terminated, cancelled or expire
unexercised, shall immediately become available for new Grants.


 


(b)                                 No Grants shall be made under
the Plan beyond ten years after the effective date of the Plan, but the terms
of Grants made on or before the expiration of the Plan may extend beyond such
expiration.  At the time a Grant is made
or amended or the terms or conditions of a Grant are changed, the Committee may
provide for limitations or conditions on such Grant.


 


(c)                                  Nothing contained herein shall
affect the right of the Company to terminate any Participant’s employment at
any time or for any reason.


 


(d)                                 Deferrals of Grant payouts may
be provided for, at the sole discretion of the Committee, in the Grant
Agreements, but only to the extent such deferral satisfies the requirements of Section 409A
of the Code.


 


(e)                                  Except as otherwise prescribed
by the Committee, the amounts of the Grants for any employee of a Subsidiary or
any other Service Recipient, along with interest, dividend, and other expenses
accrued on deferred Grants shall be charged to the Participant’s employer
during the period for which the Grant is made. 
If the Participant is employed by more than one Subsidiary or by both
the Company and a Subsidiary (or any other Service Recipient) during the period
for which the Grant is made, the Participant’s Grant and related expenses will
be allocated between the companies employing the Participant in a manner
prescribed by the Committee.


 


(f)                                    Other than as specifically
provided pursuant to a Grant Agreement or other related agreement between a
Participant and the Company, no benefit under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to do so shall be void.  No such benefit shall, prior to receipt
thereof by the Participant, be in any manner liable for or subject to the
debts, contracts, liabilities, engagements, or torts of the Participant.


 


(g)                                 Participants shall not be, and
shall not have any of the rights or privileges of, shareholders of the Company
in respect of any Shares purchasable in connection with any Grant unless and
until certificates representing any such Shares have been issued by the Company
to (or book entry representing such Shares has been made and such Shares have
been 


 


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deposited with the appropriate registered book — entry custodian for
the benefit of) such Participants.


 


(h)                                 No election as to benefits or
exercise of Stock Options or other rights may be made during a Participant’s
lifetime by anyone other than the Participant except by a legal representative
appointed for or by the Participant.


 


(i)                                     Absent express provisions to the
contrary, any grant under this Plan shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of
the Company, its Subsidiaries or any other Service Recipient and shall not
affect any benefits under any other benefit plan of any kind now or
subsequently in effect under which the availability or amount of benefits is
related to level of compensation.  This
Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
Income Security Act of 1974, as amended.


 


(j)                                     Unless the Committee determines
otherwise, no benefit or promise under the Plan shall be secured by any
specific assets of the Company, any of its Subsidiaries or any other Service
Recipient, nor shall any assets of the Company, any of its Subsidiaries or any
other Service Recipient be designated as attributable or allocated to the
satisfaction of the Company’s obligations under the Plan.


 


7.                                       Transfers and Leaves of Absence


 


For purposes of the Plan, unless the Committee
determines otherwise:  (a) a
transfer of a Participant’s employment without an intervening period of
separation among the Company, any Subsidiary or any other Service Recipient
shall not be deemed a termination of employment, and (b) a Participant who
is granted in writing a leave of absence shall be deemed to have remained in
the employ of the Company during such leave of absence.


 


8.                                       Adjustments


 


In the event of any change in the outstanding
Common Stock by reason of a stock split, spin-off, stock dividend, stock
combination or reclassification, recapitalization or merger, change of control,
or similar event, the Committee shall adjust appropriately the number of Shares
subject to the Plan and available for or covered by Grants and Share prices related
to outstanding Grants to the extent necessary, and may make such other
revisions to outstanding Grants as it deems are equitably required including,
without limitation, in an event that is not a change of control, providing for
the payment of a dividend in respect of the Shares subject to any outstanding
Grants, in all events in order to allow Participants to participate in such
event in an equitable manner.


 


9.                                       Merger, Consolidation, Exchange,
Acquisition, Liquidation or Dissolution


 


In its absolute discretion, and on such terms
and conditions as it deems appropriate, coincident with or after the grant of
any Stock Option or any Stock-Based Grant, the Committee may provide that such
Stock Option or Stock-Based Grant cannot be exercised after the merger or
consolidation of the Company into another company, the exchange of all or
substantially all of the assets of the Company for the securities of another
company, the 


 


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acquisition by
another company of 80% or more of the Company’s then outstanding shares of
voting stock or the recapitalization, reclassification, liquidation or
dissolution of the Company, and if the Committee so provides, it shall, on such
terms and conditions as it deems appropriate in its absolute discretion, also
provide, either by the terms of such Stock Option or Stock-Based Grant or by a
resolution adopted prior to the occurrence of such merger, consolidation,
exchange, acquisition, recapitalization, reclassification, liquidation or dissolution,
that, for some period of time prior to such event, such Stock Option or
Stock-Based Grant shall be exercisable as to all shares subject thereto,
notwithstanding anything to the contrary herein (but subject to the provisions
of Section 6(b) and that, upon the occurrence of such event, such
Stock Option or Stock-Based Grant shall terminate and be of no further force or
effect; provided, however, that the Committee may also provide, in its absolute
discretion, that even if the Stock Option or Stock-Based Grant shall remain
exercisable after any such event, from and after such event, any such Stock
Option or Stock-Based Grant shall be exercisable only for the kind and amount
of securities and/or other property, or the cash equivalent thereof, receivable
as a result of such event by the holder of a number of shares of stock for
which such Stock Option or Stock-Based Grant could have been exercised
immediately prior to such event.


 


10.                                 Code Section 409A
Compliance


 


The Plan is intended to comply with Section 409A of the Code and
will be interpreted in a manner intended to comply with Section 409A of
the Code.  In furtherance thereof, no
Grants may be accelerated under the Plan, other than to the extent permitted
under Section 409A of the Code.  To
the extent that any provision of the Plan violates Section 409A of the
Code such that amounts would be taxable to a Participant prior to payment or
would otherwise subject a Participant to a penalty tax under Section 409A,
such provision shall be automatically reformed or stricken to preserve the
intent hereof.  Notwithstanding anything
herein to the contrary, (i) if at the time of a Participant’s termination
of employment the Participant is a “specified employee” as defined in Section 409A
of the Code (and any related regulations or other pronouncements thereunder)
and the deferral of the commencement of any payments or benefits otherwise
payable hereunder as a result of such termination of employment is necessary in
order to prevent any accelerated or additional tax under Section 409A of
the Code, then the Company shall defer the commencement of the payment of any
such payments or benefits hereunder (without any reduction in such payments or
benefits ultimately paid or provided to the Participant) until the date that is
six months following the Participant’s termination of employment (or the
earliest date as is permitted under Section 409A of the Code) and (ii) if
any other payments due to a Participant hereunder could cause the application
of an accelerated or additional tax under Section 409A of the Code, such
payments or other benefits shall be deferred if deferral will make such payment
compliant under Section 409A of the Code, or otherwise such payment shall
be restructured, to the extent possible, in a manner, determined by the
Committee, that does not cause such an accelerated or additional tax.  The Committee shall implement the provisions
of this section in good faith; provided that neither the Company, the Committee
nor any of the employees or representatives of the Company, its Subsidiaries or
any other Service Recipient shall have any liability to Participants with
respect to this Section 10.


 


11.                                 Amendment and Termination


 


The Committee shall have the authority to
make such amendments to any terms and conditions applicable to outstanding
Grants as are consistent with this Plan provided that, 


 


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except for
adjustments under Section 8 or 9 hereof, (a) no such action shall
modify such Grant in a manner adverse to the Participant without the
Participant’s consent except as such modification is provided for or
contemplated in the terms of the Grant and (b) no such action may provide
for an increase in the number of Shares to be made available for issuance under
this Plan without obtaining approval by the Shareholders of such increase.  The Board of Directors may amend, suspend or
terminate the Plan.


 


12.                                 Foreign Options and Rights


 


The Committee may make Grants to Employees
who are subject to the laws of nations other than the United States, which
Grants may have terms and conditions that differ from the terms thereof as
provided elsewhere in the Plan for the purpose of complying with foreign laws.


 


13.                                 Withholding Taxes


 


The Company shall have the right to deduct
from any cash payment made under the Plan any federal, state or local income or
other taxes required by law to be withheld with respect to such payment.  It shall be a condition to the obligation of
the Company to deliver shares upon the exercise of an Option, upon delivery of
Restricted Stock or upon exercise, settlement or payment of any Other
Stock-Based Grant that the Participant pay to the Company such amount as may be
requested by the Company for the purpose of satisfying any liability for such
withholding taxes.  Any Grant Agreement
may provide that the Participant may elect, in accordance with any conditions
set forth in such Grant Agreement, to pay a portion or all of such minimum
withholding taxes in shares of Common Stock.


 


14.                                 Effective Date and Termination
Dates


 


The Plan shall be effective on and as of the
date of its original approval by the Board of Directors of the Company and
shall be approved by a majority of the shareholders of the Company, and shall
terminate ten years thereafter, subject to earlier termination by the Board of
Directors pursuant to Sections 9 and 10.


 


Effective Date
of adoption of Plan:  November 20,
2000


Effective Date
of amendment and restatement of Plan:  June 9,
2003


Effective Date
of amendment of Plan:  September 1,
2004


Effective Date
of second amendment of Plan:  July 18,
2005


Effective Date
of amendment and restatement of Plan:  July 29,
2005


Effective Date
of amendment and restatement of Plan:  November 5,
2008


 


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