Exhibit 10.48


 


EXECUTION COPY


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS AGREEMENT
(the “Agreement”), is made, effective as of November 1, 2001, (the “Grant Date”)
between Rockwood Holdings, Inc., a Delaware corporation (hereinafter called the
“Company”), and Seifollah Ghasemi, an employee of the Company or an Affiliate
(as defined below) of the Company, hereinafter referred to as the “Executive”.


 


WHEREAS, in connection with the Executive’s
purchase of a certain number of shares of its common stock, par value $0.01 per
share (the “Common Stock”) pursuant to that certain Management Stockholder’s
Agreement entered into by and between the Company and the Executive, dated as
of November 1, 2001 (the “Management Stockholder’s Agreement”), the Company
desires to grant the Executive restricted stock unit awards, ultimately payable
in shares of Common Stock (the “Restricted Stock Unit Award”), pursuant to the
2000 Stock Purchase and Option Plan of Rockwood Holdings, Inc. and
Subsidiaries  (the “Plan”), the terms of
which are hereby incorporated by reference and made a part of this Agreement
(capitalized terms not otherwise defined herein shall have the same meanings as
in the Plan);


 


WHEREAS, the committee of the Company’s board
of directors appointed to administer the Plan (the “Committee”), has determined
that it would be to the advantage and best interest of the Company and its
shareholders to grant the shares of Common Stock provided for herein to the
Executive as an incentive for increased efforts during his term of office with
the Company or its Subsidiaries or Affiliates, and has advised the Company
thereof and instructed the undersigned officers to grant said Restricted Stock
Unit Award;


 


NOW, THEREFORE, in consideration of the
mutual covenants herein contained and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto do hereby agree as
follows:


 


1.             Grant of the
Restricted Stock Units.  Subject to
the terms and conditions of the Plan, the Management Stockholder’s Agreement
(and the agreements incorporated therein) and the additional terms and
conditions set forth in this Agreement, the Company hereby grants to the
Executive 2,000 Restricted Stock Units.  A “Restricted Stock Unit”
represents the right to receive one share of Common Stock.  The Restricted Stock Units shall vest and
become nonforfeitable in accordance with Section 2 hereof.


 


2.             Vesting


 


(a)           Unless otherwise
provided in this Agreement, so long as the Executive continues to be employed
by the Company or its Subsidiaries, the Restricted Stock Units shall become
vested with respect to 3/36 of the Restricted Stock Units at the end of each
calendar quarter following the Grant Date.


 


(b)           If the Executive’s
employment with the Company is terminated for any reason by the Company or by
the Executive prior to a Change of Control (as hereinafter defined),


 





















 


the Restricted
Stock Units shall, to the extent not then vested, be forfeited by the Executive
without consideration.


 


(c)           Notwithstanding any
other provision of this Agreement to the contrary, upon the occurrence of a
Change of Control, all unvested Restricted Stock Units shall become immediately
vested.  For purposes of this Agreement, “Change
of Control” shall mean (i) sales of all or substantially all of the assets of
the Company to a Person who is not KKR or an Affiliate of KKR (collectively,
the “KKR Partnerships”), (ii) a sale by KKR or any of its respective Affiliates
resulting in more than 50% of the voting stock of the Company being held by a
Person or group that does not include KKR or any of its respective Affiliates
or (iii) a merger, consolidation, recapitalization or reorganization of the
Company with or into another Person which is not an Affiliate of KKR; if and
only if as a result of any of the foregoing events in (i)-(iii) the KKR
Partnerships lose the ability, without the approval of a Person who is not an
Affiliate of KKR, to elect a majority of the Board of Directors of the Company
(or the resulting entity). 
Notwithstanding the foregoing, if any of the transactions described in
(i)-(iii) of the preceding sentence shall occur and the other Person involved
in such transaction (or its ultimate parent entity) is an operating company
controlled by KKR or an Affiliate of KKR prior to such transaction (an “Alternate
KKR Entity”), then the determination of whether a change of control has
occurred shall be made by determining whether an event set forth in clauses
(i), (ii) or (iii) above has occurred (including the ability to elect a
majority of the Board) if the Alternate KKR Entity is treated as being
unaffiliated with KKR and by treating the voting power of the Alternate KKR
Entity in the Company (or the resulting entity) as if it were held by a Person
unaffiliated with KKR.  For purposes of
this Section 2(c), (i) “Affiliate” shall mean, with respect to the Company, any
entity directly or indirectly controlling, controlled by, or under common
control with, the Company or any other entity designated by the Board of
Directors of the Company in which the Company or an Affiliate has an interest,
(ii) “KKR” shall mean Kohlberg Kravis Roberts & Co. Ltd. and (iii) “Person”
shall mean “person”, as such term is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (or any successor
section thereto).


 


3.             Entitlement to
Receive Common Stock.  Unless
otherwise set forth herein or in the Management Stockholder’s Agreement, the
Executive shall be entitled to receive one share of Common Stock for each
vested Restricted Stock Unit that the Executive holds upon the later to occur
of (i) the date the shares of Common Stock issued for the Restricted Stock
Units can be sold in the public market (e.g., after a Public Offering (as
defined in the Management Stockholder’s Agreement)) without restrictions on
sale (by virtue of law or agreement to which the Executive is a party) and (ii)
any termination of the Executive’s employment with the Company (such date of
delivery, the “Maturity Date”), and delivery of Common Stock hereunder shall be
made as soon as practicable thereafter to the Executive.  Notwithstanding the foregoing, the Executive
shall also be entitled to receive one share of Common Stock for each vested
Restricted Stock Unit that the Executive holds (or, if applicable, any Restricted
Stock Unit that becomes vested as a result of the following) upon the
occurrence of any event giving rise to the exercise of any rights of any party
to the Sale Participation Agreement entered into by and between the Executive,
KKR Partners II, L.P. and KKR 1996 Fund L.P. made as of November 1, 2001 with
regard to such Restricted Stock Unit, for the limited purpose of participating
in the event giving rise to the exercise of such rights to the extent permitted
or otherwise provided under such Sale Participation Agreement.


 


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4.             Dividend
Equivalents.  With respect to each
cash dividend or distribution (if any) paid with respect to Common Stock to
holders of record on and after the Grant Date, the Executive shall be paid
shares of Common Stock, in an amount equal to the product of (i) the amount of
such dividend or distribution paid with respect to one share of Common Stock,
multiplied by (ii) the number of vested Restricted Stock Units then held by the
Executive (plus any number of shares of Common Stock previously paid in respect
of any other cash dividend or distribution), at such time as the Executive
becomes entitled to receive Common Stock pursuant to Section 3 above.


 


5.             Limitation on
Obligations.  The Company’s
obligation with respect to the Restricted Stock Units granted hereunder is
limited solely to the delivery to the Executive of shares of Common Stock on
the date when such shares are due to be delivered hereunder, and in no way
shall the Company become obligated to pay cash in respect of such
obligation.  This Restricted Stock Unit
Award shall not be secured by any specific assets of the Company or any of its
subsidiaries, nor shall any assets of the Company or any of its subsidiaries be
designated as attributable or allocated to the satisfaction of the Company’s
obligations under this Agreement.


 


6.             Rights as a
Stockholder.  The Executive shall not
have any rights of a common stockholder of the Company unless and until the
Executive becomes entitled to receive the shares of Common Stock pursuant to
Section 3 above.  As soon as practicable
following the date that the Executive becomes entitled to receive the shares of
Common Stock pursuant to Section 3, certificates for the Common Stock shall be
delivered to the Executive or to the Executive’s legal guardian or
representative.


 


7.             Legend on
Certificates.  The certificates
representing the Common Stock delivered to the Executive as contemplated by
Section 3 above shall bear the legend set forth in Section 2(b) of the
Management Stockholder’s Agreement and shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the
Plan or the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Stock are listed, and
any applicable Federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to
such restrictions.


 


8.             Transferability.  The Restricted Stock Units shall not be
subject to alienation, garnishment, execution or levy of any kind, and any
attempt to cause any such awards to be so subjected shall not be recognized.  The shares of Common Stock acquired by the
Executive pursuant to Section 3 of this Agreement may not at any time be
transferred, sold, assigned, pledged, hypothecated or otherwise disposed of
unless such transfer, sale, assignment, pledge, hypothecation or other
disposition complies with the provisions of the Management Stockholder’s
Agreement.


 


9.             Purchaser’s
Employment by the Company.   Nothing
contained in this Agreement or in any other agreement entered into by the
Company and the Executive contemporaneously with the execution of this
Agreement, except as otherwise provided in the Employment Agreement entered
into by and between the Executive and the Company dated as of September 28,
2001, (i) obligates the Company or any Subsidiary to employ the Executive in
any


 


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capacity
whatsoever or (ii) prohibits or restricts the Company (or any Subsidiary) from
terminating the employment, if any, of the Executive at any time or for any
reason whatsoever, with or without Cause, and the Executive hereby acknowledges
and agrees that neither the Company nor any other Person has made any
representations or promises whatsoever to the Executive concerning the
Executive’s employment or continued employment by the Company or any Affiliate
thereof.


 


10.           Change in
Capitalization.  If the Company shall
be reorganized, or consolidated or merged with another corporation after the
Grant Date specified above but prior to the Maturity Date, the number and kind
of shares of Common Stock which may be issued with respect to Units may or may
not be adjusted so as to reflect such change, all as determined by the
Committee in its sole discretion.


 


11.           Withholding.   It shall be a condition of the obligation of
the Company upon delivery of Common Stock to the Executive pursuant to Section
3 above that the Executive pay to the Company such amount as may be requested
by the Company for the purpose of satisfying any liability for any federal,
state or local income or other taxes required by law to be withheld with
respect to such Common Stock.  The
Company shall be authorized to take such action as may be necessary, in the
opinion of the Company’s counsel (including, without limitation, withholding
Common Stock otherwise deliverable to the Executive hereunder and/or
withholding amounts from any compensation or other amount owing from the
Company to the Executive), to satisfy the obligations for payment of the
minimum amount of any such taxes.  In
addition, if the Company’s accountants determine that there would be no adverse
accounting implications to the Company, the Executive may be permitted to elect
to use Common Stock otherwise deliverable to the Executive hereunder to satisfy
any such obligations, subject to such procedures as the Company’s accountants
may require.  The Executive is hereby
advised to seek his own tax counsel regarding the taxation of the grant of
Restricted Stock Units made hereunder.


 


12.           Securities Laws.  Upon the delivery of any Common Stock to the
Executive, the Company may require the Executive to make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement, consistent with the terms of the Management Stockholder’s
Agreement.  The delivery of the Common
Stock hereunder shall be subject to all applicable laws, rules and regulations
and to such approvals of any governmental agencies as may be required.


 


13.           Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Executive shall be addressed to
him at the address given beneath his signature hereto.  By a notice given pursuant to this Section
13, either party may hereafter designate a different address for notices to be
given to him.  Any notice which is
required to be given to the Executive shall, if the Executive is then deceased,
be given to the Executive’s personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 13.  Any notice shall
have been deemed duly given when enclosed in a properly sealed envelope or
wrapper addressed as aforesaid, deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United States Postal
Service


 


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14.           Governing Law.  The laws of the State of Delaware (or if the
Company reincorporates in another state, the laws of that state) shall govern
the interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.


 


15.           Restricted Stock Unit Award
Subject to Plan and Other Management Equity Agreements.   The Restricted Stock Unit Award shall be
subject to all applicable terms and provisions of the Plan and of the
Management Stockholder’s Agreement, to the extent applicable to the Common
Stock.   In the event of any conflict
between this Agreement and the Plan, the terms of the Plan shall control.  In the event of any conflict between this
Agreement or the Plan and the Management Stockholder’s Agreement, to the extent
applicable, the terms of the Management Stockholder’s Agreement shall control.


 


15.           Signature in
Counterparts.  This Agreement may be
signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


[Signatures on next page.]


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement effective as of the
date hereof.


 


 


	
   

  	
  ROCKWOOD
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Fisher

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Seifi
  Ghasemi

  	
   

  
	
   

  	
  SEIFOLLAH
  GHASEMI

  



 


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