EX-4.1





Exhibit 4.1



MACDERMID, INCORPORATED 2001 KEY EXECUTIVE

PERFORMANCE EQUITY PLAN

DATED MAY 21, 2001



1. PURPOSES.



     The purposes of the MacDermid, Incorporated 2001 Key Executive Performance
Equity Plan (the “Plan”) are (i) to enable MacDermid, Incorporated and its
subsidiary corporations (hereinafter referred to, unless the context otherwise
requires, as the “Company”) to grant to its key employees and directors the
means to acquire a proprietary interest in the Company, in order that such
persons will have additional long term financial incentives to contribute to
the Company’s growth and profitability; (ii) to enhance the ability of the
Company to attract and retain in its employ and service individuals of
outstanding ability upon whom the success of the Company will depend; and (iii)
to align the interests of the Company’s directors and key employees with those
of its shareholders.


2. ADMINISTRATION.



     The Plan shall be administered by a committee of not fewer than two
members of the Board of Directors (the “Committee”) appointed by the Board of
Directors of the Company (the “Board”); Each member of the Committee
shall be a “disinterested person” within the meaning of Rule 16b-3(b) under
the Securities Exchange Act of 1934, as amended (the “Act”) and an “outside
director” within the meaning of Section 162(m)(4)(C)(i) of the Internal
Revenue Code of 1986, as amended (the “Code”). The Committee may adopt such
rules and regulations as it may deem necessary or advisable for the
administration of the Plan, provided however that the Committee shall have
no authority to take any action if the authority to take such action, or the
taking of such action, would disqualify the Plan from the exemption
provided by Rule 16b-3 under the Act or any successor provision.


3. GRANT OF AWARDS.



     Subject to the terms and provisions of the Plan, options to purchase
shares of Common Stock of the Company shall be granted on behalf of the Company
by, and at the discretion of, the Committee. Subject to the terms of
the Plan, the Committee may place restrictions on options granted, as the
Committee deems appropriate. The Committee, from time to time within the
limits of the Plan, shall determine the persons to whom options are to be
granted, the number of shares to be optioned, the manner in which the option
price shall be payable and other conditions and limitations applicable to
the exercise of the options. Options granted under the Plan may be either
incentive stock options, within the meaning of Section 422 of the Code, or
non-qualified stock options. Each option granted under the Plan shall be
designated by the Committee at the time the option is granted as either an
incentive stock option or a non-qualified stock option.


4. SHARES SUBJECT TO THE PLAN.



     Subject to adjustment as provided herein, an aggregate of three
million (3,000,000) shares of the Common Stock of the Company (the “Common
Stock”), shall be available for issuance pursuant to options granted under
the Plan. Such shares may be authorized and unissued shares or shares
held in the Company’s treasury. All shares subject to options that shall have
terminated or shall have been forfeited in whole or in part or canceled for
any reason (other than by surrender for cancellation upon any exercise of
all or part of such options) shall be available for issuance pursuant to
options granted subsequently under the Plan.


5. PARTICIPANTS.



     Key employees, as designated by the Committee, and directors of the
Company shall be eligible to receive options and thereby become
participants in the Plan. Receipt of an option shall in no way be deemed to
constitute a contract or promise of continued employment by the Company or
appointment to the Board.


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6. OPTION PRICE.



     The price per share at which Common Stock may be purchased upon exercise
of an option under the Plan shall be the fair market value of such shares at
the time the option is granted, adjusted annually on such date as
determined by the Committee, based upon the S&P Specialty Chemicals Index, or
such other index as determined by the Committee. For purposes of the
Plan, “fair market value” shall mean the average closing price of the
Company’s Common Stock on the final five (5) trading days preceding the
date of grant.


7. RIGHT TO EXERCISE.



     Except as otherwise provided in Section 11 and 12 of this Plan, subject
to the Company attaining Owner Earnings targets established by the Committee,
options granted under the Plan will first become exercisable by the grantee,
or “vest,” at the end of four (4) year period commencing on the date of
grant. The amount of vested options shall be determined by multiplying
the amount of options specified in the option grant by a multiplier
based upon the Company’s cumulative Owner Earnings growth during the four
(4) year vesting period. The specific multiplier formula and applicable
Owner Earnings targets shall be determined by the Committee for each grant.
For purposes of this Plan, “Owner Earnings” shall mean the net cash flow
generated from operations of the Company, less net capital expenditures during
the corresponding period, plus or minus the increase or decrease in cash
during such period, or such other calculation as determined by the
Committee. Options shall also vest immediately upon normal retirement at or
after the age of sixty (60).


8. EXERCISE PERIOD.



     Subject to Section 12, the period for exercising an option (the
“Exercise Period”) shall begin on the later of (i) the date such
option vests, as determined in accordance with this Plan, and (ii) the date
of approval of the Plan by the Company’s shareholders, and shall end ten (10)
years after the date of grant. Notwithstanding the foregoing, unless
specifically determined otherwise by the Committee, the Exercise Period
shall automatically terminate ninety (90) days after the grantee ceases to
be employed by the Company on a full time basis, for any reason other than
normal retirement at or after the attainment of age sixty (60).


9. PAYMENT FOR SHARES AND RELATED MATTERS.



     Full payment for shares purchased pursuant to the exercise of an option
granted under this Plan, together with the amount of any tax or excise due in
respect of the sale and issue thereof, shall be paid at the time of such
exercise and shall be made in cash or by certified or bank cashier’s check or,
in the discretion of the Committee, in whole or in part by delivery of shares
of Common Stock of the Company having a fair market value at the date of such
delivery (determined in a manner approved by the Committee) of not less than
the amount for which payment is being made by delivery of the shares.
The Company shall issue no certificates for shares until (a) full
payment therefor has been made and (b) the participant purchasing such shares
provides for payment to (or withholding by) the Company of all amounts
required under then applicable provisions of the Code and state and local tax
laws to be withheld with respect to such purchase, and a participant shall
have none of the rights of a stockholder until certificates for the
shares purchased are issued to him or her.


10. NONTRANSFERABILITY.



     Unless specifically determined otherwise by the Committee, no option
shall be assignable or transferable by a participant otherwise than by will
or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act of 1974,
or the rules thereunder. Each option shall be exercisable during the
lifetime of a participant only by such participant, except that, if
permissible under applicable law, an option may also be exercised by the
guardian or legal representative of a participant.


11. EFFECT OF CHANGES IN COMMON STOCK.



     In the event that the outstanding shares of Common Stock of the
Company are increased or decreased as a result of a stock dividend,
stock split, recapitalization or other means having the same effect, the
number of shares available for issuance under the Plan, the number of shares
issuable pursuant to any outstanding option, and the exercise price of any
option outstanding under the Plan, shall be adjusted as the Committee shall
deem appropriate, in its sole discretion, to preserve unimpaired the
rights of the


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 participants. All determinations made by the Committee
hereunder shall be conclusive and binding upon the participants.


12. EFFECT OF REORGANIZATIONS.



     In case of any one or more reclassifications, changes or
exchanges of outstanding shares of Common Stock (other than as provided in
Section 11) or consolidations of the Company with, or mergers of the
Company into, other corporations, or other recapitalizations or
reorganizations (other than consolidations with a subsidiary in which
the Company is the continuing corporation and which do not result in
any reclassifications, changes or exchanges of outstanding shares of Common
Stock), or in case of any one or more sales or conveyances to another
corporation of the property of the Company as an entirety, or substantially as
an entirety, any and all of which are hereinafter in this Section called
“Reorganizations,” the Committee shall have the right to substitute in any
previously granted options, the same kind and amount of securities and
property which any participant would then have if such participant had
exercised such option immediately before the first of any such Reorganizations
and continued to hold all securities and property which came to such
participant as a result of that and subsequent Reorganizations, less all
securities and property surrendered or cancelled pursuant to any of same,
the adjustment rights in Section 11 and this Section being continuing
and cumulative. In any such event, such options may be exercised or
converted, to the extent permitted by their terms, prior to or
simultaneously with the consummation of such Reorganization. In connection
with any Reorganization, all of the options granted under the Plan and then
outstanding shall become fully exercisable notwithstanding any provision of
the Plan or the applicable option agreement(s) to the contrary. In such
event, the amount of Owner Earnings assumed for option vesting purposes shall
be the maximum Owner Earnings targets then in effect under the Plan. The
Committee, in its discretion, shall determine the appropriate index to
establish the exercise price for such options, and shall consider the
potential economic loss to participants in making such determination to
preserve the rights of the participants.


13. EFFECTIVE DATE OF PLAN.



     Subject to the approval of the shareholders of the Company, the Plan
shall be effective on May 21, 2001. Prior to such approval, options may be
granted under the Plan expressly subject to such approval. In the event that
the shareholders do not approve the Plan within twelve months after its
adoption, then the Plan and each option, if any, granted thereunder,
shall be null and void.


14. AMENDMENT AND TERMINATION; MODIFICATION.



     The Board by resolution at any time may amend, suspend or terminate the
Plan, provided that (i) no such action shall be taken which impairs the rights
of any participant under any outstanding option, without such participant’s
consent, and (ii) no amendment shall be made without shareholder
approval if such approval is necessary to comply with any applicable
tax or regulatory requirement, including any requirements for exemptive
relief under Section 16(b) of the Act, or any successor provision. The
Committee may substitute new options for, or modify the terms of, options
previously granted to participants, including, without limitation, previously
granted options having higher exercise prices, provided that no such action
shall be taken which impairs the rights of any participant under any
outstanding option, without such participant’s consent.


15. SECTION 16 EXEMPTION.



     The Committee shall take all reasonable measures to qualify for the
exemption provided by Rule 16b-3 of the Act, the grant and exercise of options
to acquire Common Stock by the Plan participants who are subject to Section 16
of the Act. The Committee and the Board shall have no authority to take any
action if the authority to take such action, or the taking of such action,
would disqualify the Plan from the exemption provided by Rule 16b-3
under the Act, and any successor provision.


16. INTERPRETATION.



     The interpretation and construction of any provision of the Plan
and the adoption of rules and regulations for administering the Plan shall
be made by the Committee. Determinations made by the Committee with respect
to any matter or provision contained in the Plan shall be made in the
Committee’s sole discretion and shall be final, conclusive and binding upon
the Company and upon all participants, their heirs and legal representatives.
Any rule or regulation adopted by the Committee (whether under the authority of
this


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 Section or Section 2 above) shall remain in full force and effect unless
and until altered, amended or repealed by the Committee.


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