**Exhibit 10.53**

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**2008AMENDED AND RESTATED**

**STOCKPURCHASE AND OPTION PLAN**

**FORROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES**

 

# 1.                                       Purpose of Plan

 

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

 

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

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

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## (c)                                  to further the identity ofinterests of participants with those of the shareholders of the Company throughopportunities for increased stock, or stock-based, ownership in the Company.

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# 2.                                       Definitions

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As used in the Plan, the following wordsshall have the following meanings:

 

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

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

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## (c)                                  “Committee” means theCompensation Committee of the Board of Directors (or, if no such committee isappointed, the Board of Directors).

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## (d)                                 “Common Stock” or “Share” meanscommon stock of the Company which may be authorized but unissued, or issued andreacquired.

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

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

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

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## (h)                                 “Exchange Act” means theSecurities Exchange Act of 1934, as amended.

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

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

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## (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 ofSection 409A of the Code), to whom one or more Grants have been made andsuch Grants have not all been forfeited or terminated under the Plan.

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

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

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

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# 3.                                       Administration of Plan

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

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

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## (c)                                  The Committee may employattorneys, consultants, accountants, appraisers, brokers or other persons.  The Committee, the Company, and the officersand 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 theCommittee in good faith shall be final and binding upon all Participants, theCompany 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 thePlan or the Grants, and all members of the Committee shall be fully protectedby the Company with respect to any such action, determination or interpretation.

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# 4.                                       Eligibility

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The Committee may from time to time makeGrants under the Plan to such Employees, Directors or other persons having arelationship with the Company, any of its Subsidiaries or any other ServiceRecipient, and in such form and having such terms, conditions and limitationsas the Committee may determine.  Grantsmay be granted singly, in combination or in tandem.  The terms, conditions and limitations of eachGrant under the Plan shall be set forth in a Grant Agreement, in a form approvedby the Committee, consistent, however, with the terms of the Plan.

 

# 5.                                       Grants

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

 

## (a)                                  Stock Options - These are options to purchaseCommon Stock, which may or may not be Incentive Stock Options and shall have anexercise price at least equal to the fair market value of one share of CommonStock on the date of Grant (or, if the person to whom an Incentive Stock Optionis being granted owns Common Stock representing more than 10 percent of thevoting power of all classes of Company equity, the exercise price shall be atleast equal to 110 percent of the fair market value of one share of CommonStock on the date of Grant). At the time of the Grant the Committee shalldetermine, and shall have contained in the Grant Agreement or other Plan rules,the option exercise period, the option price, and such other conditions orrestrictions on the grant or exercise of the option as the Committee deemsappropriate, which may include the requirement that the grant of options ispredicated on the acquisition of Purchase Shares under Section 5(c) bythe Participant or as may be required pursuant to applicable law, if suchoptions shall be Incentive Stock Options. Payment of the option exercise price shall be made in cash or in sharesof 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 acombination thereof, in accordance with the terms of the Plan, the GrantAgreement and any applicable guidelines of the Committee in effect at the time.

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

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

 

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## (d)                                 Other Stock-Based Grants - The Committee may make otherGrants under the Plan pursuant to which shares of Common Stock or other equitysecurities of the Company are or may in the future be acquired, or Grantsdenominated in stock units, including ones valued using measures other thanmarket value of the Common Stock.  OtherStock-Based Grants may be granted with or without consideration.

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# 6.                                       Limitations and Conditions

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## (a)                                  Subject to Section 8hereof, the number of Shares available for Grants under this Plan shall be10,000,000 shares of the authorized Common Stock as of the effective date ofthe Plan.  The number of Shares subjectto Grants made under this Plan to any one Participant in any one calendar yearshall not be more than $20 million worth of the Shares.  Unless restricted by applicable law, Sharesrelated to Grants that are forfeited, terminated, cancelled or expireunexercised, shall immediately become available for new Grants.

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

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## (c)                                  Nothing contained herein shallaffect the right of the Company to terminate any Participant’s employment atany time or for any reason.

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## (d)                                 Deferrals of Grant payouts maybe provided for, at the sole discretion of the Committee, in the GrantAgreements, but only to the extent such deferral satisfies the requirements of Section 409Aof the Code.

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## (e)                                  Except as otherwise prescribedby the Committee, the amounts of the Grants for any employee of a Subsidiary orany other Service Recipient, along with interest, dividend, and other expensesaccrued on deferred Grants shall be charged to the Participant’s employerduring the period for which the Grant is made. If the Participant is employed by more than one Subsidiary or by boththe Company and a Subsidiary (or any other Service Recipient) during the periodfor which the Grant is made, the Participant’s Grant and related expenses willbe allocated between the companies employing the Participant in a mannerprescribed by the Committee.

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## (f)                                    Other than as specificallyprovided pursuant to a Grant Agreement or other related agreement between aParticipant and the Company, no benefit under the Plan shall be subject in anymanner 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 receiptthereof by the Participant, be in any manner liable for or subject to thedebts, contracts, liabilities, engagements, or torts of the Participant.

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## (g)                                 Participants shall not be, andshall not have any of the rights or privileges of, shareholders of the Companyin respect of any Shares purchasable in connection with any Grant unless anduntil certificates representing any such Shares have been issued by the Companyto (or book entry representing such Shares has been made and such Shares havebeen 

 

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

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## (h)                                 No election as to benefits orexercise of Stock Options or other rights may be made during a Participant’slifetime by anyone other than the Participant except by a legal representativeappointed for or by the Participant.

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## (i)                                     Absent express provisions to thecontrary, any grant under this Plan shall not be deemed compensation forpurposes of computing benefits or contributions under any retirement plan ofthe Company, its Subsidiaries or any other Service Recipient and shall notaffect any benefits under any other benefit plan of any kind now orsubsequently in effect under which the availability or amount of benefits isrelated to level of compensation.  ThisPlan is not a “Retirement Plan” or “Welfare Plan” under the Employee RetirementIncome Security Act of 1974, as amended.

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## (j)                                     Unless the Committee determinesotherwise, no benefit or promise under the Plan shall be secured by anyspecific assets of the Company, any of its Subsidiaries or any other ServiceRecipient, nor shall any assets of the Company, any of its Subsidiaries or anyother Service Recipient be designated as attributable or allocated to thesatisfaction of the Company’s obligations under the Plan.

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# 7.                                       Transfers and Leaves of Absence

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For purposes of the Plan, unless the Committeedetermines otherwise:  (a) atransfer of a Participant’s employment without an intervening period ofseparation among the Company, any Subsidiary or any other Service Recipientshall not be deemed a termination of employment, and (b) a Participant whois granted in writing a leave of absence shall be deemed to have remained inthe employ of the Company during such leave of absence.

 

# 8.                                       Adjustments

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

 

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

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

 

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acquisition byanother company of 80% or more of the Company’s then outstanding shares ofvoting stock or the recapitalization, reclassification, liquidation ordissolution of the Company, and if the Committee so provides, it shall, on suchterms and conditions as it deems appropriate in its absolute discretion, alsoprovide, either by the terms of such Stock Option or Stock-Based Grant or by aresolution 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 orStock-Based Grant shall be exercisable as to all shares subject thereto,notwithstanding anything to the contrary herein (but subject to the provisionsof Section 6(b) and that, upon the occurrence of such event, suchStock Option or Stock-Based Grant shall terminate and be of no further force oreffect; provided, however, that the Committee may also provide, in its absolutediscretion, that even if the Stock Option or Stock-Based Grant shall remainexercisable after any such event, from and after such event, any such StockOption or Stock-Based Grant shall be exercisable only for the kind and amountof securities and/or other property, or the cash equivalent thereof, receivableas a result of such event by the holder of a number of shares of stock forwhich such Stock Option or Stock-Based Grant could have been exercisedimmediately prior to such event.

 

# 10.                                 Code Section 409ACompliance

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## The Plan is intended to comply with Section 409A of the Code andwill be interpreted in a manner intended to comply with Section 409A ofthe Code.  In furtherance thereof, noGrants may be accelerated under the Plan, other than to the extent permittedunder Section 409A of the Code.  Tothe extent that any provision of the Plan violates Section 409A of theCode such that amounts would be taxable to a Participant prior to payment orwould otherwise subject a Participant to a penalty tax under Section 409A,such provision shall be automatically reformed or stricken to preserve theintent hereof.  Notwithstanding anythingherein to the contrary, (i) if at the time of a Participant’s terminationof employment the Participant is a “specified employee” as defined in Section 409Aof the Code (and any related regulations or other pronouncements thereunder)and the deferral of the commencement of any payments or benefits otherwisepayable hereunder as a result of such termination of employment is necessary inorder to prevent any accelerated or additional tax under Section 409A ofthe Code, then the Company shall defer the commencement of the payment of anysuch payments or benefits hereunder (without any reduction in such payments orbenefits ultimately paid or provided to the Participant) until the date that issix months following the Participant’s termination of employment (or theearliest date as is permitted under Section 409A of the Code) and (ii) ifany other payments due to a Participant hereunder could cause the applicationof an accelerated or additional tax under Section 409A of the Code, suchpayments or other benefits shall be deferred if deferral will make such paymentcompliant under Section 409A of the Code, or otherwise such payment shallbe restructured, to the extent possible, in a manner, determined by theCommittee, that does not cause such an accelerated or additional tax.  The Committee shall implement the provisionsof this section in good faith; provided that neither the Company, the Committeenor any of the employees or representatives of the Company, its Subsidiaries orany other Service Recipient shall have any liability to Participants withrespect to this Section 10.

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# 11.                                 Amendment and Termination

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

 

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except foradjustments under Section 8 or 9 hereof, (a) no such action shallmodify such Grant in a manner adverse to the Participant without theParticipant’s consent except as such modification is provided for orcontemplated in the terms of the Grant and (b) no such action may providefor an increase in the number of Shares to be made available for issuance underthis Plan without obtaining approval by the Shareholders of such increase.  The Board of Directors may amend, suspend orterminate the Plan.

 

# 12.                                 Foreign Options and Rights

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

 

# 13.                                 Withholding Taxes

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The Company shall have the right to deductfrom any cash payment made under the Plan any federal, state or local income orother taxes required by law to be withheld with respect to such payment.  It shall be a condition to the obligation ofthe Company to deliver shares upon the exercise of an Option, upon delivery ofRestricted Stock or upon exercise, settlement or payment of any OtherStock-Based Grant that the Participant pay to the Company such amount as may berequested by the Company for the purpose of satisfying any liability for suchwithholding taxes.  Any Grant Agreementmay provide that the Participant may elect, in accordance with any conditionsset forth in such Grant Agreement, to pay a portion or all of such minimumwithholding taxes in shares of Common Stock.

 

# 14.                                 Effective Date and TerminationDates

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

 

Effective Dateof adoption of Plan:  November 20,2000

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

Effective Dateof amendment of Plan:  September 1,2004

Effective Dateof second amendment of Plan:  July 18,2005

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

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

 

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