**Exhibit 10.46**

** **

SUPPLEMENTARY SAVINGS PLAN OF ROCKWOOD SPECIALTIESINC.

 

(As Amended and Restated Effective January 1,2009)

 

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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        |

 

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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       |

 

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SUPPLEMENTARY SAVINGS PLAN OF ROCKWOOD SPECIALTIESINC.

 

(As Amended and Restated Effective January 1,2009)

 

# **ARTICLE I**

#  

RockwoodSpecialties Inc. (formerly Laporte Inc.) (the “Company”) adopted the SupplementarySavings Plan of Rockwood Specialties Inc. (formerly the Supplementary SavingsPlan of Laporte Inc.) (the “Plan”), effective July 1, 1990, in order toprovide supplemental retirement benefits to certain of its management andhighly compensated employees whose benefits under the Profit-Sharing/401(k) Planof Rockwood Specialties Inc. (formerly the Profit-Sharing/401(k) Plan ofLaporte Inc.) (the “Profit Sharing/401(k) Plan”) and/or the RockwoodSpecialties Inc. Money Purchase Pension Plan (formerly the Laporte Inc. MoneyPurchase Pension Plan) (the “Money Purchase Pension Plan”) are restrictedas  a result of the limitations imposedby Sections 401(a)(17), 401(k)(3), 401(m)(2), 402(g)(1) and 415 of theCode, or who are otherwise ineligible to participate in the Profit Sharing Planor the Money Purchase Pension Plan.  ThePlan 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 andrestated in its entirety effective as of the “Effective Date” (as definedherein).  The benefits, if any, of anEligible Employee who terminated employment prior to the Effective Date shallbe determined in accordance with the provisions of the Plan as in effect as ofsuch termination date.

 

# **ARTICLE II**

#  

# **Definitions**

#  

Wherethe following terms appear in this Plan, they shall have the respectivemeanings set forth in the ARTICLE II, unless the context clearly indicates tothe contrary:

 

## **2.1         **“**Account**” means the Salary Deferral Accountand Matching Account maintained by the Committee to reflect the accrued benefitof a Participant under the Plan.

##  

## **2.2          “Affiliate”**meansany entity that is a member of a controlled group of corporations of a group oftrades 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 afterthe 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 anyregulations 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 Delawarecorporation, and its successors.

##  

## **2.8          “Compensation”**means the amount of compensation that (i) would be available for electivedeferral under the Profit Sharing Plan if the limitations of Sections401(a)(17) and 402(g) of the Code were not imposed or (ii) would beeligible for determining contributions under the Money Purchase Pension Plan ifthe 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) whois eligible to participate in the Profit Sharing Plan and/or the Money PurchasePension Plan, but whose contributions are limited by the Statutory Limitations,or who is a Seconded Employee, and (ii) who is selected by the Committeeto participate in the Plan.

##  

## **2.11        “Employer”**means the Company and each Affiliate that is a participating employer under theProfit Sharing Plan and/or the Money Purchase Pension Plan and that haselected, with the consent of the Company, to be a participating employer underthis Plan.

##  

## **2.12        “Grandfathered Portion”**of a Participant’s Account means the amounts that were credited to aParticipant’s Account as of December 31, 2004, to the extent vested as ofthat date, plus earnings credited with respect to such amounts under Section 4.4less withdrawals of such amounts under Article V.  The Company shall separately account for theGrandfathered 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 Accountother 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 setforth 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 Participantunder the Profit Sharing/401(k) Plan.

 

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## **2.21        “401(k) Salary DeferralContributions”** means the pre-tax, salary deferralcontributions made by the Employer to the Profit Sharing/401(k) Plan onbehalf 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 bythe Employer on behalf of the Participant to the Profit Sharing/401(k) Planbased upon the Participant’s participating Company’s profitability for thatfiscal year.

##  

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

##  

## **2.24        “Salary Deferral Account”**meansthe 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 Employerwhereby the Eligible Employee agrees to become a Participant in the Plan and todefer a portion of his or her Compensation under this Plan pursuant to theprovisions 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 salarydeferrals under the Profit Sharing Plan and/or the Money Purchase Pension Planbecause they participate in a non-United States pension plan sponsored by theEmployer.

##  

## **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 itsAffiliates within the meaning of Section 409A, applying the “at least 50percent” 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 theProfit Sharing Plan and/or the Money Purchase Pension Plan on behalf of anEligible Employee.

##  

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

##  

## **2.32        “Unforeseeable Emergency”**means a severe financial hardship to the Participant resulting from a suddenand unexpected illness or accident of the Participant or of a dependent (asdefined in Section 152(a) of the Code) of the Participant, loss ofthe Participant’s property due to casualty, or similar extraordinary andunforeseeable circumstances arising as a result of events beyond the control ofthe Participant.  The circumstances thatwill constitute an

##  

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## Unforeseeable Emergency shall be determinedby the Committee depending upon the facts of each case.  Notwithstanding the foregoing, with respectto the Non-Grandfathered Portion of a Participant’s Account, no event shall bean 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, shallselect management or highly compensated employees of the Employer, includingSeconded Employees, as eligible to participate in the Plan.  The Committee shall notify such EligibleEmployees of their eligibility as soon as practicable after the Committee hasmade its selection.  The Committee mayrevoke a Participant’s eligibility prospectively; however, such revocation maynot adversely affect such Participant’s rights hereunder with respect toamounts previously credited to his or her Account.

##  

## **3.2          Enrollment**.  Each Eligible Employee may become aParticipant in the Plan by filing with his or her Employer a fully completedand executed Salary Deferral Agreement on which the Eligible Employee elects toparticipate in the Plan and to defer a portion of his or her Compensation.  A Salary Deferral Agreement must be filedwith the Employer prior to the first day for the Plan Year to which itrelates.  If an Eligible Employee firstbecomes an Eligible Employee after the first day of the Plan Year (and has notpreviously become eligible to participate in another nonqualified accountbalance deferred compensation plan maintained by the Company or any of itsAffiliates), his or her Salary Deferral Agreement must be filed with the Employerwithin thirty (30) days after the date on which he or she first becomes anEligible  Employee in order toparticipate in the Plan for such Plan Year; however, such Salary DeferralAgreement shall only apple to Compensation earned after the date the SalaryDeferral Agreement has been filed with the Employer.  For Compensation that is earned based on aspecified performance period, such as an annual bonus, the Participant may notdefer more than an amount equal to the total amount of such Compensation paidfor the performance period multiplied by the ratio of the number of daysremaining in the performance period after the Salary Deferral Agreement isfiled over the total number of days in the performance period.

##  

ASalary Deferral Agreement shall be irrevocable and shall remain in full forceand effect for subsequent Plan Years unless modified or terminated by thefiling with the Employer of a new Salary Deferral Agreement.  A new Salary Deferral Agreement shall applyonly to Compensation earned by the Participant after the end of the Plan Yearin which it is filed with the Employer. Deferrals under this Plan may be cancelled because of an UnforeseeableEmergency in accordance with the hardship rules set forth in Section 5.4.  If a Participant receives a distribution onaccount of hardship from the Profit Sharing Plan and/or the Money PurchasePension Plan under circumstances requiring that deferrals under this Plan beterminated, deferrals under this Plan shall be cancelled as may be required inconnection with such distribution.

##  

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

 

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## Compensation to defer for such Plan Year, andto make the designations provided for in Section 5.1, in the mannerpermitted by the Company.

##  

AParticipant shall be permitted to defer Compensation under this Section 3.3for a Plan Year only if he or she has elected to contribute a percentage of hisor her Compensation to the Profit Sharing Plan as a Profit Sharing Plan SalaryDeferral Contribution for such Plan Year and/or is eligible to receive acontribution under the Money Purchase Pension Plan, and such contributioncannot be made in its entirety because of the Statutory Limitations, providedthat this restriction shall not apply to Seconded Employees or any otherParticipant’s prohibited from making or receiving contributions to the ProfitSharing Plan and/or the Money Purchase Pension Plan.

 

# **ARTICLE IV**

#  

# **Accounts**

#  

## **4.1          Maintenance of Accounts**.  The Employer and the Committee shall maintainon the Employer’s books and records an Account for each Participant (separatelysegregated to reflect the Grandfathered Portion and Non-Grandfathered Portionof such Account) that shall be credited with any credits and earnings pursuantto this Article IV and charged with payments and forfeitures pursuant to Article V.  Each Participant’s Account shall consist of aSalary Deferral Agreement and a Matching Account.  The amount available for payments shall belimited to the portion of the Account that is vested.  The Employer or the Committee may from timeto time assess reasonable service charges against all or any portion of theAccounts to defray costs associated with the implementation and administrationof the Plan.  Payments under the Planshall be charged against Accounts on the date on which the payments are madeand forfeitures shall be charged on the date of Termination.

##  

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

##  

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

##  

### (A)          the amount of 401(k) MatchingContributions that would have been made by the Employer on behalf of theParticipant for the calendar quarter if (i) the Profit Sharing/401(k) PlanSalary Deferral Contributions and 401(k) Matching Contributions had notbeen restricted by the Statutory Limitations, and (ii) the Participant hadelected to contribute as Profit Sharing/401(k) Plan Deferral Contributionsthe maximum permissible

###  

### 6

### 

 

amount (takinginto account the Statutory Limitations) plus the amount of Salary DeferralCredits Actually elected under this Plan, minus

###  

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

###  

Inaddition to the matching contributions, the Employer shall make additionalcredits to the Participant’s Matching Account based on the Profit SharingAnnual Contribution and the Money Purchase Annual Contribution with respect toCompensation 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) theAccount balance on such date, multiplied by (ii) one-fourth of the primerate 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 fullyvested in his or her Salary Deferral and Matching Accounts.

##  

## **4.6          Quarterly Statements**.  Statements indicating the total amountcredited to a Participant’s Account as of the last day of each calendar quartershall 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 ortimes as the Committee may determine.

##  

# **ARTICLE V**

#  

# **Payments**

#  

## **5.1          Methods of Payment**.  A Participant shall designate in his or herSalary Deferral Agreement whether his or her Account balance shall bedistributed in a single, lump sum payment or in approximately equal quarterlyinstallments 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 quarterlyinstallment to be determined by dividing the value of the Participant’s Accounton the applicable payment date by the number of remaining installments).  Payment of the lump sum or first quarterlyinstallment shall be made on the date specified in Section 5.2.  With respect to the Grandfathered Portion ofa Participant’s Account, the Participant and the Employer may agree to changethe method of payment of his or her Account balance, if an additional serviceagreement (“Additional Service Agreement”) is entered into by the Employer andthe Participant and such Additional Service Agreement is a bona fide writtenagreement with the Employer which requires the Participant to providesubstantial services to the Employer for a reasonable period of time beforebenefit payments commence.  With respectto the Non-Grandfathered Portion of a Participant’s Account, the Participantand the Employer may agree to change the method of payment of his or herAccount balance, provided that: (i) such agreement is made at least oneyear 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 theaffected installment is scheduled to

 

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## be paid, (ii) the redesignated paymentdate for the Account balance or installment payment, as the case may be, is noless than five years after the date on which such Account balance orinstallment payment would otherwise be paid, and (iii) the change inmethod of payment may not take effect until 12 months following the date of theagreement making such change.

##  

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

##  

## **5.3          Death Benefits**.  Upon the death of a Participant prior to thedistribution of the entire balance of his or her Account, payment of theremaining balance in the Participant’s Account shall commence as to theParticipant’s Beneficiary within ninety (90) days of the date of death in theform designated by the Participant; provided, however, that if the Participantelected quarterly installments and the Committee has determined that anUnforeseeable Emergency has occurred, the Committee may approve a Beneficiary’srequest for a single, lump sum payment.

##  

## **5.4          Hardship**.  A Participant’s Account shall be distributedaccording to Sections 5.1 and 5.2, except that a Participant may apply for andreceive a distribution of all or a portion of the vested balance in his or herAccount prior to the date the Account is otherwise payable if the Committeedetermines that an Unforeseeable Emergency has occurred.  Payment may not be made to the extent thatthe need caused by the Unforeseeable Emergency is or may be relieved throughreimbursement by insurance or otherwise, by reasonable liquidation of theParticipant’s assets, to the extent the liquidation of such assets would notitself cause severe financial hardship, or by cessation of deferrals under thisPlan or the Profit Sharing Plan and/or the Money Purchase Pension Plan.  Amounts shall only be distributed because ofan Unforeseeable Emergency to the extent reasonable necessary to address theUnforeseeable Emergency.  Any paymentunder this Section 5.4 will be made within ninety (90) days of the date ofthe 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 beingpaid in installment payments, and during said payout period Federal personalincome tax rates for the highest marginal tax rate are scheduled to increase byfifteen (15) or more percentage points, any remaining installment payments fromthe Grandfathered Portion of such Accounts shall be paid in a lump sum at adate determined by the Committee which precedes the effective date of such taxrate increase.

##  

## **5.6          Tax Withholding**.  The Company shall withhold from payments dueunder the Plan any and all taxes of any nature required by any government to bewithheld.

##  

## **5.7          Restriction on Commencement ofDistributions under Section 409A**.  Notwithstanding anything to the contrary inthis Article V, if a Participant is a “specified employee” as definedbelow and determined by the Committee in accordance with Section 409A andif any amounts (other than the Grandfathered Portion of a Participant’sAccounts) are

 

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## payable under this Plan on account of theParticipant’s Separation from Service, then any amounts that would otherwise bepaid to the Participant under this Article V within six months of suchSeparation from Service (other than amounts payable from the GrandfatheredPortion of the Participant’s Accounts) shall automatically be deferred and paidin a lump sum on the six month anniversary of such Separation from Service (orupon the Participant’s death, if sooner). A “specified employee” means a Participant who is a “key employee” asdefined for purposes of Code Section 416(i)(1)(A)(i), (ii), or (iii) (appliedin 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 thepreceding Plan Year, he or she is treated as a specified employee for the12-month period beginning on April 1 of the Plan Year.  For purposes of this Section 1.30, theterm “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) tonot treat as compensation certain compensation excludible from the employee’sgross income on account of the location of the services or the identity of theemployer that is not effectively connected with the trade or business withinthe United States.  Whether an individualis a specified employee will be determined in accordance with the requirementsof 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 Vshall be treated as a single payment for purposes of Section 409A.

##  

# **ARTICLE VI**

#  

# **Determination of Benefits, Claims Procedureand Administration**

#  

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

##  

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

##  

## **6.3          Reports**.  The Company shall provide the Participantwith a statement reflecting the amount of the Participant’s Account on aquarterly basis.

 

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

 

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## the interpretation, construction oradministration of this Plan, so long as such action or omission to act be madein good faith.

##  

# **ARTICLE VII**

#  

# **General Provisions**

#  

## **7.1          Designation of Beneficiary**.  A Participant may designate one or moreBeneficiaries to receive any payments due under the Plan upon the Participant’sdeath.  All Beneficiary designations mustbe on forms provided by the Committee and will be effective on the date filedwith the Committee.  A Participant maychange a Beneficiary designation at any time, without the consent of any priorBeneficiary, by filing with the Committee a new Beneficiary designationform.  No Beneficiary designation formshall be effective unless received by the Committee prior to the Participant’sdeath.  If a Participant dies withouthaving filed a proper Beneficiary designation form with the Committee, or tothe extent no designated Beneficiary is living, any amounts payable under thePlan upon the Participant’s death shall be paid to his or her beneficiaries asdetermined under the provisions of the Profit Sharing Plan.

##  

## **7.2          Amendment and Termination**.** **TheCompany may, at any time and from time to time, amend, in whole or in part, orterminate the Plan without the consent of any Participant or Beneficiary;provided, however, that no amendment or termination of the Plan shall reducethe amount then credited to any Participant’s Account.  If the Plan is terminated, the Employer shallcontinue to be responsible for making payments attributable to existingAccounts; however, the Committee, in its discretion, may direct that allAccount balances be distributed, in which case the Grandfathered Portion ofParticipants’ Accounts shall be distributed upon such termination in the formof a single, lump sum distribution, and the Non-Grandfathered Portion ofParticipants’ Accounts shall be distributed at the time and to the extent permittedunder Section 409A.

##  

## **7.3          No Contract of Employment**.  The establishment of the Plan, the creationof the Accounts, and/or the making of any payments under the Plan, shall notgive any employee the right to remain in the service of any Employer, and allParticipants and other employees shall remain subject to discharge to the sameextent as if the Plan had never been adopted.

##  

## **7.4          Nonalienation of Benefits**.  None of the interests, benefits or rights ofany Participant or Beneficiary hereunder shall be subject to any claim of anycreditor of such Participant or Beneficiary and, to the fullest extentpermitted by law, all such interests, benefits and rights shall be free fromattachment, garnishment or any other legal or equitable process available to anycreditor 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 thebenefits or payments that the Participant or Beneficiary may expect to receiveunder the Plan, and any attempt to do so shall be void.

##  

## **7.5          Corporate Successors**.  The Plan shall not be automaticallyterminated by a transfer or sale of the assets of the Company or by the mergeror consolidation of the Company into or with any other corporation or otherentity, but the Plan shall be continued after such sale, merger orconsolidation only if and to the extent that the transferee, purchaser orsuccessor 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 entirelyunfunded and, except as provided in the following paragraph, no provision shallat any time be made with respect to segregating any assets of the Company orany other Employer for payment of any benefits due hereunder.  The right of a Participant or Beneficiary toreceive a distribution hereunder shall be an unsecured claim against thegeneral assets of the Employers, and neither the Participant nor anyBeneficiary shall have any rights in or against any specific assets of theEmployers.

##  

Thepreceding paragraph to the contrary notwithstanding, the Company may establisha trust to which the Employers may transfer funds for the payment of benefitsunder the Plan.  The terms of such trustmust require that its assets be used to satisfy the claims of the Employer’s unsecuredcreditors in the event of the Employer’s bankruptcy or insolvency, and thetrust must contain such terms and conditions as shall prevent taxation toParticipants and Beneficiaries of any amounts held in the trust or credited toan Account prior to the time payments are made. No Participant or Beneficiary shall have any ownership rights in or tothe assets of any trust established pursuant to this paragraph.

 

## **7.7          Governing Law**.  This Plan shall be governed by and construedin accordance with the laws of the State of Delaware, except to the extentpreempted by federal law.

##  

## **7.8          Payments to Incompetents or Minors**.  If a Participant or Beneficiary entitled toreceive benefits hereunder is deemed by the Committee or is adjudged to belegally incapable of caring for his or her affairs, such benefits shall be paidto the duly appointed and acting guardian, if any, and if no such guardian isappointed and acting, to such person or persons as the Committee maydesignate.  Any such payment shall, tothe extent made, be deemed a completer discharge of the obligation of the Planor the Committee to make such payment.

##  

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

##  

**EXECUTEDAND DATED** as of this        day of December, 2008.

 
| ** ** | **ROCKWOOD SPECIALTIES INC.** |
|------------|-------------------------------|
|       |                          |
|       | By:                           |   |
|       |                          |
|       | Print Name:                   |   |
|       |                          |
|       | Print Title:                  |   |
|            |                               |  |  |  |

 

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