**Exhibit10.4**

 

**MERGER AND TRANSFER AGREEMENT**

 

**PROFIT-SHARING/401(K) PLAN FOR EMPLOYEES OF**

**ROCKWOOD SPECIALTIES INC.**

**AND**

**THE ROCKWOOD SPECIALTIES INC. MONEY PURCHASE PENSION PLAN**

 

RockwoodSpecialties Inc. (the “Employer”), the sponsor of *The RockwoodSpecialties Inc. Money Purchase Pension Plan* (the “Pension Plan”)and the *Profit-Sharing/401(k) Plan for Employees ofRockwood Specialties Inc.*(the “401(k) Plan”), makesthis Merger and Transfer Agreement (the “Agreement”) in its capacity asthe sponsor of the 401(k) Plan and the Pension Plan, respectively.

 

W I T N E S S E T H:

 

WHEREAS,the Pension Plan and the 401(k) Plan each grant the Employer authority tomerge the plans and to provide for the related transfer of assets andliabilities by direct trust-to-trust transfer;

 

WHEREAS,the Employer wishes to merge the Pension Plan with and into the 401(k) Plan,effective as of December 31, 2010;

 

WHEREAS,the Employer wishes to provide for the direct trust-to-trust transfer of allassets and liabilities of the Pension Plan to the 401(k) Plan Pension Planin connection with the merger, effective as of December 31, 2010; and

 

NOW,THEREFORE, for and in consideration of the premises, the Employer, acting inits capacity as the sponsor of the 401(k) Plan and the Pension Plan,respectively, hereby agrees as follows:

 

(1)           Transfer of Assets. The PensionPlan Trustee shall transfer all the assets and liabilities to the 401(k) PlanTrustee, and the Trustee of the 401(k) Plan shall accept such assets andliabilities, by direct trust-to-trust transfer, effective as of December 31,2010.

 

(2)           Holding and Investment of Assets.The Trustee and Plan Administrator of the 401(k) Plan shall hold, invest,administer and distribute the assets and liabilities transferred from the PensionPlan in accordance with the terms of the 401(k) Plan.

 

(3)           Participants’ Accounts. Withrespect to the account balances of the participants under the 401(k) Planwhich are transferred from the Pension Plan, the following conditions shallapply:

 

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(a)                                Immediately after thetransfer of assets and liabilities from the Pension Plan to the 401(k) Plan,each participant shall have balances in the 401(k) Plan equal to the sumof the account balances each participant had in the Pension Plan and in the 401(k) Planimmediately prior to such transfer;

 

(b)                               Separate accounting shall bemaintained for each participant with respect to the participant’s interest inthe 401(k) Plan that is attributable to the Pension Plan;

 

(c)                                Participants shall continueto vest in the amounts attributable to the Pension Plan in accordance with thevesting schedule set forth in the 401(k) Plan which is at least asfavorable as the vesting schedule under the Pension immediately prior to themerger of the Pension Plan with the 401(k) Plan; and

 

(d)                               The transfer of assets andliabilities from the Pension Plan to the 401(k) Plan shall not result inthe elimination of any protected benefits under Section 411(d)(6) ofthe Internal Revenue Code of 1986 (“Code”), as amended, except to the extentpermitted by the Code or the regulations thereunder.

 

(e)                                  The transfer of the assetsand liabilities from the Pension Plan to the 401(k) Plan shall becompleted in accordance with all applicable legal requirements, including therequirements of Code Section 414(l) and the regulations thereunder.

 

(4)           Binding Effect. The terms andconditions of this Agreement shall bind the Trustees and Plan Administrators(and their successors) of the Pension Plan and of the 401(k) Plan,respectively, and shall operate as if fully set forth within the 401(k) Plan.

 

(5)           Effective Date. The merger ofthe Pension Plan with and into the 401(k) Plan, and the related transferof the assets and liabilities of the Pension Plan to the 401(k) Plan bydirect trust-to-trust transfer, shall take place on December 31, 2010.

 

[Signature Page Follows]

 

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INWITNESS WHEREOF, the Employer has signed this Agreement in its capacity as thesponsor of the Pension Plan and  the 401(k) Plan,respectively, on this            day of                                          ,2010.

 

 
|   | **Rockwood  Specialties Inc.**                     |
|--------|----------------------------------------------------|
|   | As  Sponsor of the Profit-Sharing/401(k) Plan |
|   | for  Employees of Rockwood Specialties, Inc.  |
|   |                                               |
|   |                                               |
|   | By:                                                |   |
|   |                                               |   |
|   | Name:                                              |   |
|   |                                               |   |
|   | Title:                                             |   |
|   |                                               |
|   |                                               |
|   | **Rockwood  Specialties Inc.**                     |
|   | As  Sponsor of The Rockwood Specialties Inc.       |
|   | Money  Purchase Pension Plan                       |
|   |                                               |
|   |                                               |
|   | By:                                                |   |
|   |                                               |   |
|   | Name:                                              |   |
|   |                                               |   |
|   | Title:                                             |   |

 

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