Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 13,
2008 (the “Effective Date”), by and between Rockwood Specialties, Inc., a
Delaware corporation (the “Company”) and Thomas Riordan (the “Executive”);


 


WHEREAS,
the Company desires to employ Executive as its Senior Vice President Law and
Administration;


 


WHEREAS,
Executive desires to be so employed.


 


NOW,
THEREFORE, Executive and the Company agree as follows:


 


1.             Employment;
Term.  The Company agrees to employ
the Executive, and the Executive agrees to serve in the employ of the Company,
in the position and with the responsibilities, duties and authority set forth
in Section 2 and on the other terms and conditions set forth in this
Agreement.  The Executive’s employment
shall constitute “at will” employment. 
Subject to Section 7, the Executive’s employment may be terminated
at any time and for any reason.  The
Executive’s employment shall automatically terminate at the end of the month in
which Executive attains age 70, unless the Company and the Executive otherwise
agree.  Certain rights and obligations of
the Executive and the Company shall survive the termination of Executive’s
employment, as set forth in this Agreement.


 


2.             Position,
Duties.  The Executive shall serve in
the position of Senior Vice President Law and Administration of the
Company.  The Executive shall perform,
faithfully and diligently, such service and duties, and shall have such
responsibilities, appropriate to said position, as shall be assigned to
him.  The Executive shall report directly
to the Chief Executive Officer  of
the Company.  The Executive agrees to
devote his entire business time, best efforts, skills and attention to
fulfilling the performance of his duties and responsibilities hereunder.  The Executive shall be based in Princeton,
New Jersey, except for travel required by Company business.


 


3.             Salary.  In consideration of the performance by the
Executive of the services set forth in Section 2 and his observance of the
other covenants set forth herein, the Company shall pay to the Executive, and
the Executive shall accept, a base salary at the rate of $412,000 per annum,
payable in accordance with the standard payroll practices of the Company.  The Executive’s salary shall be reviewed at
least annually for potential increase, in accordance with the Company’s
practice in the U.S.


 


4.             Bonus.  During the employment term, the Executive
will be eligible to earn an annual bonus award (“Annual Bonus”), with a target
bonus amount equal to 100% of Executive’s Base Salary (the “Target Bonus”)
based upon the achievement of performance goals established by the Board.  All Annual Bonus amounts shall be paid in
accordance with the terms and conditions of the Company’s annual incentive plan
or policy.  In addition, the Executive
will be eligible to participate in the Company’s long-term incentive plans
available to senior


 

















 


executives of the Company in accordance with
the terms and conditions of such plans, as in effect from time to time.


 


In the event the Company is required to prepare a restatement of its
financial results for a fiscal year and the Board in good faith determines that
the need for such restatement was due to the intentional misconduct of one or
more of the senior executive officers of the Company, Executive shall, within
60 days of receiving notice of such Board determination (which notice shall
state the reasons for the need for the restatement, identify the misconduct and
include calculations of the impact thereof), reimburse the Company, net of
taxes, for all excess remuneration (as defined below) received by Executive in
connection with the Annual Bonus received by Executive with respect to such
fiscal year.  For purposes of this
provision, the term “excess remuneration” means the excess of the Annual Bonus
payment made to Executive for such fiscal year over the payment that would have
been made to Executive for such fiscal year had Executive’s payment been
calculated based on the financial statements as restated, as determined in the
good faith discretion of the Board.


 


5.             Expense
Reimbursement.  During the employment
term, the Company shall reimburse the Executive for all reasonable and
necessary out-of-pocket expenses incurred by him in connection with the performance
of his duties hereunder, upon the presentation of proper accounts therefor in
accordance with the Company’s policies (but in no event later than the last day
of the calendar year next following the calendar year in which the expenses
were incurred).


 


6.             Benefits.


 


6.1           Generally.  During the employment term, the Executive
will be eligible to participate in all benefit plans and programs offered by
the Company from time to time to its employees of comparable seniority, subject
to the terms and conditions of such plans and programs as in effect from time
to time.  Such plans and programs
currently include the following:


 


(i)                                     Rockwood
Health Care Benefits (medical, pharmaceutical, dental and vision),


 


(ii)                                  Rockwood
Long-Term Disability Plan,


 


(iii)                               Rockwood
Life and Accident Plan,


 


(iv)                              Rockwood
Health Care and Dependent Care Reimbursement Account,


 


(v)                                 Senior
Executive Health Plan,


 


(vi)                              Personal
Excess Liability Insurance Program,


 


(vii)                           Rockwood
Retirement Plus Program (Profit Share/401(k) and Money Purchase Plan), and


 


(viii)                        Supplemental
Executive Savings Plan.


 


2

















 


6.2           Vacation.  During the employment term, the Executive
shall be entitled to four (4) weeks vacation on an annual basis, which
must be used in the year granted and not carried over from year to year.


 


6.3           Company Car.  During the employment term, the Executive
will be provided (at no after-tax cost) with use of a Company automobile,
including reimbursement on a monthly basis for expenses associated with
operating the automobile including gas, insurance and maintenance.  The reimbursements and tax gross-up payments
called for by this Section 6.3 (as well as by Sections 7.4, 7.5 and 7.6)
shall be paid in accordance with the Company’s reimbursement policy for senior
executives (but in no event later than the last day of the calendar year next
following the calendar year in which the Executive pays the expenses or related
taxes, respectively).  Payment or reimbursement
of such amounts with respect to any calendar year shall not affect the amount
eligible for payment or reimbursement in any other calendar year, and such
payments and reimbursements may not be exchanged for cash or another benefit.


 


7.             Termination
of Employment.


 


7.1           Death.  In the event of the death of the Executive,
the Company shall pay to the estate or other legal representative of the
Executive, within ninety (90) days of the Executive’s death, (i) the
salary accrued to the date of the Executive’s death and not theretofore paid, (ii) any
earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in
which such termination occurs and (iii) a lump sum pro rata portion of any
Annual Bonus that Executive would have been entitled to receive pursuant to Section 4
for the fiscal year in which such termination occurs based upon the percentage
of the fiscal year that shall have elapsed through the date of Executive’s
termination of employment, payable when such Annual Bonus would have otherwise
been payable had Executive’s employment not terminated, based on the Target for
the fiscal year in which termination occurs. 
Rights and benefits of the estate or other legal representative of the
Executive under the benefit plans and programs of the Company shall be
determined in accordance with the terms and conditions of such plans and
programs.  Neither the estate nor other
legal representative of the Executive nor the Company shall have any further
rights or obligations under this Agreement except as provided in this Section 7.1.


 


7.2           Disability.  Upon Executive’s permanent disability, the
Company shall have the right to terminate Executive’s employment with the
Company hereunder immediately with written notice.  For these purposes, permanent disability
shall mean the Executive failing to perform his duties on a full-time basis for
a period of more than six (6) consecutive months during any 12-month
period due to a physical or mental disability or infirmity.  Notwithstanding the foregoing, in the event
that as a result of mental or physical incapacity Executive earlier incurs a “separation
from service” within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”), Executive will be deemed to
have a termination of employment by reason of permanent disability under this
Agreement.  In the event of Executive’s
termination be reason of permanent disability, the Company shall pay to the
Executive, within ninety (90) days of the Executive’s termination, (i) the
salary accrued to the date of such termination and not theretofore paid, (ii) any
earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in
which such termination occurs and (iii) a lump sum pro rata portion of any
Annual Bonus that Executive would have been entitled to receive pursuant to Section 4
for the fiscal year in which such termination occurs based upon the 


 


3

















 


percentage of the
fiscal year that shall have elapsed through the date of Executive’s termination
of employment, payable when such Annual Bonus would have otherwise been payable
had Executive’s employment not terminated, based on the Target for the fiscal
year in which termination occurs.  Rights
and benefits of the Executive under the benefit plans and programs of the
Company shall be determined in accordance with the terms and conditions of such
plans and programs. Neither the Executive nor the Company shall have any
further rights or obligations under this Agreement, except as provided in this Section 7.2
and Section 8.


 


7.3           Termination
by the Company For Cause.  
If the Company terminates the Executive’s employment for Cause (as
defined in Section 9(a)), the Company shall pay to the Executive, within
ninety (90) days of the Executive’s termination, the salary accrued to the date
of termination and not theretofore paid and any earned but unpaid Annual Bonus
for the fiscal year preceding the fiscal year in which such termination
occurs.  Executive will not be entitled
to the Pro-Rata Bonus.  Rights and
benefits of the Executive under the benefit plans and programs of the Company
shall be determined in accordance with the terms and conditions of such plans
and programs.  Neither the Executive nor
the Company shall have any further rights or obligations under this Agreement,
except as provided in this Section 7.3 and Section 8.


 


7.4           Termination
by the Company Without Cause Prior to a Change in Control.  If the Company terminates the Executive’s
employment prior to a Change in Control (as defined in Section 9(c)), other
than pursuant to Section 7.1 (Death), 7.2 (Disability), or 7.3 (Cause),
the Company shall pay to the Executive, within ninety (90) days of the
Executive’s termination, the salary accrued to the date of termination and not
theretofore paid to the Executive and any earned but unpaid Annual Bonus for
the fiscal year preceding the fiscal year in which such termination
occurs.  In addition, Executive shall be
entitled to receive a lump sum pro rata portion of the Annual Bonus, if any,
that Executive would have been entitled to receive pursuant to Section 4
hereof for the fiscal year in which such termination occurs (but only to the
extent of achievement of the applicable performance standards for such year)
based upon the percentage of the fiscal year that shall have elapsed through
the date of Executive’s termination of employment, payable when such Annual
Bonus would have otherwise been payable had Executive’s employment not
terminated; provided, however, that to the extent the Annual Bonus is subject
to the exercise of negative discretion, such discretion shall not be exercised
to reduce Executive’s Annual Bonus by a greater percentage than is applied
generally to senior executives subject to such discretion.  In addition, subject to Executive’s
compliance with the provisions of Section 8 and in lieu of any severance
otherwise payable to Executive under any severance plan or policy maintained by
the Company, the Company shall:


 


(i)            pay
to Executive for the duration of the Severance Period (as defined below) a monthly
amount, in accordance with the Company’s normal payroll practice, equal to the
sum of (x) his monthly base salary and (y) 1/12th of his
average Annual Bonus paid with respect to the last two fiscal years ending
immediately prior to his termination of employment.  The Severance Period shall be a number of
full or partial months, not to exceed 24 months, equal to the sum of eighteen
months plus two weeks plus (A) if the Executive has less than 10 years of
service with the Company (or its affiliates and predecessors), one week for
each year of service or (B) if the Executive has 10 or more years of
service with the Company (or its affiliates and predecessors), two weeks for
each year of service;


 


4

















 


(ii)           continue
Executive’s Health Care Benefits under COBRA until the earlier of (x) the
date on which Executive’s COBRA eligibility ceases, or (y) the twelve (12)
month anniversary of Executive’s termination of employment;


 


(iii)          pay,
in lieu of continuation of benefits under the plans listed in Section 6.1(ii),
(iii), (iv), (v) and (vi), a lump-sum amount of $50,000, which shall be
paid within 60 days of Executive’s termination of employment;


 


(iv)          provide
continued use (at no after-tax cost as provided in Section 6.3) of
Executive’s Company automobile for a period of twelve (12) months; and


 


(v)           pay
to the Executive, at the end of the twelve (12) month period following
termination of employment, an amount equal to the maximum amount that the
Company would have been obligated to contribute on his behalf as matching
contributions to the Company’s qualified and non-qualified retirement plans for
such twelve (12) month period, based on the Executive’s most recent deferral
elections with respect to such plans, plus the maximum amount that the Company
would have been obligated to contribute on his behalf as non-elective
contributions to the Company’s qualified and non-qualified retirement plans for
such twelve (12) month period, based on his salary in effect immediately prior
to his termination of employment, in each case to the extent such amounts would
have been vested at the end of the twelve (12) month period under the terms of
such plans had he remained in employment for such period;


 


provided, however,
that the Company’s obligations under this Section 7.4 shall terminate if
Executive does not execute and deliver to the Company a release in the form
attached hereto as Appendix A within forty-five (45) days of termination of
employment or revokes such release within any applicable revocation
period.  The rights and benefits of the
Executive under the benefit plans and programs of the Company (other than any
severance plan or policy) shall be determined in accordance with the terms and
conditions of such plans and programs. 
Neither the Executive nor the Company shall have any further rights or
obligations under this Agreement, except as provided in this Section 7.4
and Section 8.


 


7.5           Termination
by Executive With Good Reason Prior to a Change in Control.  If, prior to a Change in Control, the
Executive terminates his employment with the Company within one hundred and
eighty (180) days of the occurrence of an event giving rise to Good Reason (as
defined in Section 9(b)), the Company shall pay to the Executive, within
ninety (90) days of the Executive’s termination, the salary accrued to the date
of termination and not theretofore paid to the Executive and any earned but
unpaid Annual Bonus for the fiscal year preceding the fiscal year in which such
termination occurs.  In addition,
Executive shall be entitled to receive a lump sum pro rata portion of the
Annual Bonus, if any, that Executive would have been entitled to receive
pursuant to Section 4 hereof for the fiscal year in which such termination
occurs (but only to the extent of achievement of the applicable performance
standards for such year) based upon the percentage of the fiscal year that
shall have elapsed through the date of Executive’s termination of employment,
payable when such Annual Bonus would have otherwise been payable had Executive’s
employment not terminated; provided, however, that to the extent the Annual
Bonus is subject to the exercise of negative discretion, such discretion shall
not be exercised to reduce Executive’s Annual Bonus by a greater 


 


5

















 


percentage than is
applied generally to senior executives subject to such discretion.  In addition, subject to Executive’s
compliance with the provisions of Section 8 and in lieu of any severance
otherwise payable to Executive under any severance plan or policy maintained by
the Company, the Company shall:


 


(i)            pay
to Executive for the duration of the Severance Period a monthly amount, in
accordance with the Company’s normal payroll practice, equal to the sum of (x) his
monthly base salary at the rate in effect immediately prior to Executive’s
termination of employment (or, if higher, at the rate in effect immediately
prior to the event giving rise to the Good Reason condition) and (y) 1/12th
of his average Annual Bonus paid with respect to the last two fiscal years
ending immediately prior to his termination of employment;


 


(ii)           continue
Executive’s Health Care Benefits under COBRA until the earlier of (x) the
date on which Executive’s COBRA eligibility ceases, or (y) the twelve (12)
month anniversary of Executive’s termination of employment;


 


(iii)          pay,
in lieu of continuation of benefits under the plans listed in Section 6.1(ii),
(iii), (iv), (v) and (vi), a lump-sum amount of $50,000, which shall be
paid within 60 days of Executive’s termination of employment;


 


(iv)          provide
continued use (at no after-tax cost as provided in Section 6.3) of
Executive’s Company automobile for a period of twelve (12) months; and


 


(v)           pay
to the Executive, at the end of the twelve (12) month period following
termination of employment, an amount equal to the maximum amount that the
Company would have been obligated to contribute on his behalf as matching
contributions to the Company’s qualified and non-qualified retirement plans for
such twelve (12) month period, based on the Executive’s most recent deferral
elections with respect to such plans, plus the maximum amount that the Company
would have been obligated to contribute on his behalf as non-elective
contributions to the Company’s qualified and non-qualified retirement plans for
such twelve (12) month period, based on his salary in effect immediately prior
to his termination of employment (or, if higher, at the rate in effect
immediately prior to the event giving rise to the Good Reason condition), in
each case to the extent such amounts would have been vested at the end of the
twelve (12) month period under the terms of such plans had he remained in
employment for such period;


 


provided, however,
that the Company’s obligations under this Section 7.5 shall terminate if
Executive does not execute and deliver to the Company a release in the form
attached hereto as Appendix A within forty-five (45) days of termination of
employment or revokes such release within any applicable revocation
period.  The rights and benefits of the
Executive under the benefit plans and programs of the Company (other than any
severance plan or policy) shall be determined in accordance with the terms and
conditions of such plans and programs. 
Neither the Executive nor the Company shall have any further rights or
obligations under this Agreement, except as provided in this Section 7.5
and Section 8.


 


6

















 


7.6           Termination by the Company Without Cause or
Termination by Executive With Good Reason Following a Change in Control.  If, following the occurrence of a Change
in Control, the Company (or successor) terminates the Executive’s employment
other than pursuant to Section 7.1 (Death), 7.2 (Disability), or 7.3
(Cause), or the Executive terminates his employment within one hundred and
eighty (180) days of the occurrence of an event giving rise to Good Reason, the
Company (or successor) shall pay to the Executive, within sixty (60) days of
the Executive’s termination, the salary accrued to the date of termination and
not theretofore paid to the Executive and any earned but unpaid Annual Bonus
for the fiscal year preceding the fiscal year in which such termination
occurs.  In addition, Executive shall be
entitled to receive a lump sum pro rata portion of the Annual Bonus, if any,
that Executive would have been entitled to receive pursuant to Section 4
hereof for the fiscal year in which such termination occurs (but only to the
extent of achievement of the applicable performance standards for such year)
based upon the percentage of the fiscal year that shall have elapsed through
the date of Executive’s termination of employment, payable when such Annual
Bonus would have otherwise been payable had Executive’s employment not terminated;
provided, however, that to the extent the Annual Bonus is subject to the
exercise of negative discretion, such discretion shall not be exercised to
reduce Executive’s Annual Bonus by a greater percentage than is applied
generally to senior executives subject to such discretion.  In addition, subject to Executive’s
compliance with the provisions of Section 8 and in lieu of any severance
otherwise payable to Executive under any severance plan or policy maintained by
the Company, the Company (or successor) shall:


 


(i)            pay
the Executive, within sixty (60) days of termination, a cash lump sum payment
in an amount equal to the number of months (including partial months) in the
Severance Period multiplied by the sum of (x) his monthly base salary at
the rate in effect immediately prior to Executive’s termination of employment
(or, if higher, at the rate in effect immediately prior to the event giving
rise to the Good Reason condition) and (y) 1/12th of his
average Annual Bonus paid with respect to the last two fiscal years ending
immediately prior to his termination of employment;


 


(ii)           continue
Executive’s Health Care Benefits under COBRA until the earlier of (x) the
date on which Executive’s COBRA eligibility ceases, or (y) the twelve (12)
month anniversary of Executive’s termination of employment;


 


(iii)          pay,
in lieu of continuation of benefits under the plans listed in Section 6.1(ii),
(iii), (iv), (v) and (vi), a lump-sum amount of $50,000, which shall be
paid within 60 days of Executive’s termination of employment;


 


(iv)          provide
continued use (at no after-tax cost as provided in Section 6.3) of a
Company automobile for a period of twelve (12) months; and


 


(v)           pay
to the Executive, at the end of the twelve (12) month period following
termination of employment, an amount equal to the maximum amount that the
Company (or successor) would have been obligated to contribute on his behalf as
matching contributions to the Company’s (or successor’s) qualified and
non-qualified retirement plans for such twelve (12) month period, based on the
Executive’s most recent deferral elections with respect to such plans, plus the
maximum amount that the 


 


7

















 


Company (or successor) would have been
obligated to contribute on his behalf as non-elective contributions to the
Company’s (or successor’s) qualified and non-qualified retirement plans for
such twelve (12) month period, based on his salary in effect immediately prior
to his termination of employment (or, if higher, at the rate in effect
immediately prior to the event giving rise to the Good Reason condition), in
each case to the extent such amounts would have been vested at the end of the
twelve (12) month period under the terms of such plans had he remained in
employment for such period;


 


(vi)          provide
to the Executive outplacement support for a period of up to twelve (12) months
following termination of employment; and


 


(vii)         provide
to the Executive the Gross-Up Payment (as defined in Section 10(a)) in
accordance with  Section 10.


 


Notwithstanding the foregoing provisions of this Section 7.6, if
the Change in Control fails to qualify as a “change of control” for purposes of
Section 409A of the Internal Revenue Code or if Section 409A
otherwise so requires, the accrued and unpaid salary and Annual Bonus referred
to in the first paragraph of this Section 7.6 shall be paid within ninety
(90) days of the Executive’s termination, and the amounts described in clauses (x) and
(y) of clause (i) of this Section 7.6 shall be paid monthly, in
accordance with the company’s normal payroll practice, for the duration of the
Severance Period.


 


The rights and benefits of the Executive under the benefit plans and
programs of the Company (other than any severance plan or policy) shall be
determined in accordance with the terms and conditions of such plans and
programs.  Neither the Executive nor the
Company shall have any further rights or obligations under this Agreement,
except as provided in this Section 7.6 and Section 8.


 


For the avoidance of doubt, it is understood and agreed that if a
Change of Control occurs after the Executive’s termination of employment and
his termination was not in anticipation of such Change of Control, the
provisions of this Section 7.6 shall not apply.


 


7.7           Termination at Age 70.  If Executive’s employment is automatically
terminated at the end of the month in which Executive attains age 70 as
provided in Section 1 of this Agreement, the Company shall pay to the
Executive, within ninety (90) days of the Executive’s termination, the salary
accrued to the date of termination and not theretofore paid to the Executive
and any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal
year in which such termination occurs. 
In addition, Executive shall be entitled to receive a lump sum pro rata
portion of the Annual Bonus, if any, that Executive would have been entitled to
receive pursuant to Section 4 hereof for the fiscal year in which such
termination occurs (but only to the extent of achievement of the applicable
performance standards for such year) based upon the percentage of the fiscal
year that shall have elapsed through the date of Executive’s termination of
employment, payable when such Annual Bonus would have otherwise been payable
had Executive’s employment not terminated; provided, however, that to the
extent the Annual Bonus is subject to the exercise of negative discretion, such
discretion shall not be exercised to reduce Executive’s Annual Bonus by a
greater percentage than is applied generally to senior executives subject to
such discretion.  In addition, Executive’s
entitlement under 


 


8

















 


outstanding equity
awards will be determined as though his termination occurred by reason of
retirement or involuntary termination by the Company, whichever is more
favorable to Executive.


 


The rights and benefits of the Executive under the benefit plans and
programs of the Company (other than any severance plan or policy) shall be
determined in accordance with the terms and conditions of such plans and
programs.  Neither the Executive nor the
Company shall have any further rights or obligations under this Agreement,
except as provided in this Section 7.7 and Section 8.


 


7.8           Voluntary Resignation and Other Termination.  If, whether prior to or following a Change in
Control, the Executive’s employment with the Company terminates for any reason
other than pursuant to Section 7.1 (Death), 7.2 (Disability), 7.3 (Cause),
7.4 (Without Cause), 7.5 (With Good Reason), 7.6 (Without Cause or With Good
Reason Following a Change of Control) or 7.7 (At Age 70), including by reason
of voluntary resignation by the Executive, the Company shall pay to the
Executive, within ninety (90) days of the Executive’s termination, the salary
accrued to the date of termination and not theretofore paid and any earned but
unpaid Annual Bonus for the fiscal year preceding the fiscal year in which such
termination occurs.  Executive will not
be entitled to any portion of the Annual Bonus for the fiscal year in which
such termination occurs.  Rights and
benefits of the Executive under the benefit plans and programs of the Company
shall be determined in accordance with the terms and conditions of such plans
and programs.  Neither the Executive nor
the Company shall have any further rights or obligations under this Agreement,
except as provided in this Section 7.8 and Section 8.


 


7.9           Special 409A Provisions.  Notwithstanding any provision of this
Agreement to the contrary, if Executive is a specified employee within the
meaning of Section 409A, as determined by the Board of Directors of the
Company in accordance with Section 409A, any amounts payable under this
Agreement or any other payments to which Executive may be entitled on account
of a “separation from service” within the meaning of Section 409A which
constitute “deferred compensation” within the meaning of Section 409A and
which are otherwise scheduled to be paid during the first six months following
Executive’s termination of employment (other than any payments that are
permitted under Section 409A to be paid within six months following
termination of employment of a specified employee) shall be suspended until the
six-month anniversary of Executive’s termination of employment, at which time
all payments that were suspended shall be paid to Executive in a lump sum,
together with interest on each suspended payment at the prime rate (as reported
in the Wall Street Journal) from the date of suspension to the date of payment.
 For purposes of Section 409A,
each payment under this Section 7 will be treated as a separate
payment.  A termination of employment
shall not be deemed to have occurred for purposes of any provision of this
Agreement providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a “separation from
service” within the meaning of Section 409A.  Payment or reimbursement of each of the
business expenses and tax gross-up payments called for by this Agreement with
respect to any calendar year shall not affect the amount eligible for payment
or reimbursement in any other calendar year, and such payments and
reimbursements may not be exchanged for cash or another benefit.  If any amounts are due to be paid to
Executive within a specified period, the date of payment within such period
shall be in the sole discretion of the Company.


 


9
















 


8.                                       Restrictive
Covenants.  (a) During the “Restriction
Period” (as defined below), Executive will not, anywhere the Company conducts
business (i) directly or indirectly, engage or participate in, or render
services to (whether as officer, director, agent, owner, operator, member,
shareholder, manager, consultant, strategic partner, employee or otherwise) any
business that is directly or indirectly engaged in or that is competitive with
the business of Company or any of its affiliates (a “Competing Business”).  For purposes of the foregoing, Executive will
not be in breach of this Section 8(a) by reason of his ownership,
directly or indirectly, of two percent or less of a Competing Business’ voting
capital stock if (i) such Competing Business is publicly traded and (ii) Executive
does not, directly or indirectly, control the operation or management of such
Competing Business.  For purposes of this
Agreement, the “Restriction Period” shall mean the period commencing on
the date hereof and ending at the completion of: (i) in the case of
Executive’s voluntary resignation of employment with the Company without Good
Reason whether before or after a Change of Control, a period of up to twelve
(12) months after Executive’s termination of employment, as specified by the
Company within thirty (30) days of Executive’s termination of employment,
provided that the Company agrees to continue to pay, and continues to pay,
Executive his base salary during the period so specified in accordance with the
Company’s normal payroll practice; or (ii) in the case of the termination
of Executive’s employment with the Company for any other reason whether before
or after a Change of Control, the Severance Period;


 


(b)                                 During
the Restriction Period, Executive agrees that he will not, directly or
indirectly, (i) solicit for employment, recruit or hire, either as an
employee, a consultant or an independent contractor, any person who is or was
during the preceding twelve (12) months an employee of the Company or any of
its affiliates, (ii) induce or attempt to induce any person who is or was
during the preceding twelve (12) months an employee of the Company or any of
its affiliates to terminate his or her employment with the Company or its
affiliates, (iii) solicit, interfere with, divert or take away or attempt
to interfere with, divert or take away, any transaction, agreement, business
opportunity or business relationship in which the Company or any of its
affiliates is or was during the preceding twelve (12) months involved, or (iv) otherwise
engage or participate in any effort or act to induce any person to discontinue
a relationship with the Company or any of its affiliates.


 


(c)                                  From
and after the date of this Agreement, Executive shall maintain the
confidentiality of, and shall not use for the benefit of himself or others, any
Confidential Information (as hereinafter defined) regarding the business,
operations, properties or personnel of the Company and its affiliates;
provided, however, that this Section 8(c) shall not restrict any
disclosure by Executive of any Confidential Information that is required by
applicable law (but only such portion of the Confidential Information that he
is legally required to disclose) and only if Executive shall give the Company
notice and a reasonable opportunity to contest such disclosure or seek an
appropriate protective order.  “Confidential
Information” means, but is not limited to, information, not generally known,
about the Company’s and its affiliates’ processes, formulas, devices, products,
potential products, specifications, computer programs, contract negotiations,
terms of agreements, materials sources, supplier contacts, business
developments, customer lists, financial information, research, development,
manufacturing, purchasing, accounting, engineering, marketing, merchandising,
selling, trade relations and technical services.


 


10

















 


(d)                                 With
respect to any Inventions (as hereinafter defined) and any Works of Authorship
(as hereinafter defined) made or conceived by Executive, either solely or
jointly with others, (1) during Executive’s past, present or future
employment by the Company or its affiliates or (2) within one year after
termination of his employment if based on Confidential Information, Executive
agrees:


 


(i)                                     To
promptly and fully inform the Company in writing of such Inventions or Works of
Authorship.


 


(ii)                                  To
assign (and Executive does hereby irrevocably assign) to the Company all of
Executive’s rights to such Works of Authorship or Inventions, and to
Applications for Letters Patent and to Letters Patent granted upon such
Inventions.


 


(iii)                               To
acknowledge and deliver promptly to the Company (without charge to the Company
but at the expense of the Company) such written instruments and to do such
other acts as may be necessary in the opinion of the Company to obtain
copyrights and maintain Letters Patent and to vest the entire right and title
thereto in the Company.


 


“Inventions” means discoveries, improvements and ideas (whether
patentable or not) relating to any activities of the Company or its
affiliates.  “Works of Authorship” means
any original work or authorship within the purview of the copyright laws of the
United States, and it is intended that all Works of Authorship created in the course
of Executive’s employment with the Company or its affiliates will be works made
for hire within the meaning of such copyright laws.


 


Except as listed on Schedule A to this Agreement, Executive will not
assert any rights under any Inventions or Works of Authorship that relate to
any past, present or possible future business of the Company or its affiliates
as having been made or acquired by Executive prior to being employed by the
Company.


 


(e)                                  Executive
acknowledges and agrees that the restrictions contained in this Section 8
are reasonable and necessary protection of the immediate interests of the
Company, and any violation of these restrictions would cause substantial injury
to the Company and that the Company would not have entered into this Agreement
without receiving the protective covenants contained in this Section 8.  In the event of a breach or a threatened
breach by Executive of these restrictions, the Company will be entitled to an
injunction restraining Executive from such breach or threatened breach (without
the necessity of proving the inadequacy as a remedy of money damages or the
posting of bond); provided, however, that the right to injunctive relief will
not be construed as prohibiting the Company from pursuing any other available
remedies, whether at law or in equity, for such breach or threatened breach.


 


(f)                                    Immediately
upon termination of the Executive’s employment, the Executive shall return to
the Company all documents (including all copies), material, and property
belonging to the Company and its affiliates, including, but not limited to,
manuals, policies, financial records, legal documents, customer lists,
prospective customer lists, training materials and marketing materials.


 


11

















 


9.                                       Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


(a)                                  “Cause”
means:


 


(i)                                     the
Executive’s willful and continued failure to substantially perform his duties
(other than any such failure resulting from incapacity due to physical or
mental illness), after written notice from the Company requesting such
substantial performance is delivered to Executive, which notice identifies in
reasonable detail the manner in which the Company believes the Executive has
not substantially performed his duties and provides a reasonable period in
which to cure such failure, or


 


(ii)                                  any
act of fraud, embezzlement or theft on the Executive’s part against the Company
or its affiliates.


 


(b)                                 “Good
Reason” means:


 


(i)                                     a
reduction in Executive’s duties or responsibilities;


 


(ii)                                  a
reduction in Executive’s compensation or Target Bonus opportunity or a material
reduction in employment benefits;


 


(iii)                               a
material breach by the Company of this Agreement; or


 


(iv)                              a
change of the Company’s headquarters or of Executive’s principal place of
employment of more than 35 miles;


 


provided, however, that such event will not
constitute Good Reason unless Executive has provided the Company notice of the
existence of a Good Reason condition no more than 90 days after its initial
existence and the Company has failed to remedy the condition within 30 days
after such notice.


 


(c)                                  “Change
in Control” means the earliest date at which:


 


(i)                                     any
Person (which term shall mean any individual, corporation, partnership, group,
association or other “person,” as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, other than the
Company or any employee benefit plans sponsored by the Company) is or becomes
the “beneficial owner” (as defined in Rule 13d-3 under such Act), directly
or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company’s outstanding Voting Securities (which
term shall mean securities which under ordinary circumstances are entitled to
vote for the election of directors) other than through the purchase of Voting
Securities directly from the Company through a private placement;


 


(ii)                                  individuals
who constitute the Board on the date hereof (the “Incumbent Board”) cease for
any reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company’s shareholders, was approved by a 


 


12

















 


vote of at least a majority of the directors
comprising the Incumbent Board shall from and after such election be deemed to
be a member of the Incumbent Board;


 


(iii)                               a
merger or consolidation involving the Company or its stock or an acquisition by
the Company, directly or indirectly or through one or more subsidiaries, of
another entity or its stock or assets in exchange for the stock of the Company
is consummated, unless, immediately following such transaction, 70% or more of
the then outstanding Voting Securities of the surviving or resulting
corporation or entity will be (or is) then beneficially owned, directly or
indirectly, by the individuals and entities who were the beneficial owners of
the Company’s outstanding Voting Securities immediately prior to such
transaction (treating, for purposes of determining whether the 70% continuity
test is met, any ownership of the Voting Securities of the surviving or
resulting corporation or entity that results from a stockholder’s ownership of
the stock of, or other ownership interest in, the corporation or other entity
with which the Company is merged or consolidated as not owned by persons who
were beneficial owners of the Company’s outstanding Voting Securities
immediately prior to the transaction); or


 


(iv)                              all
or substantially all of the assets of the Company are sold or transferred to a
Person as to which (A) the Incumbent Board does not have authority
(whether by law or contract) to directly control the use or further disposition
of such assets and (B) the financial results of the Company and such
Person are not consolidated for financial reporting purposes.


 


10.                                 Gross-Up.  (a) If any benefit or payment by the
Company or a successor (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, including any
acceleration of vesting or payment) (a “Payment”) is determined to be subject
to the excise tax imposed by Section 4999 of the Code or any interest or
penalties are incurred by Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, being herein
collectively referred to as the “Excise Tax”), then Executive shall be entitled
to receive an additional payment (the “Gross-Up Payment”) in an amount such
that the net amount of such additional payment retained by Executive, after
payment of all federal, state and local income and employment taxes (including,
without limitation, any federal, state and local income and employment taxes and
Excise Tax imposed on the Gross-Up Payment), shall be equal to the Excise Tax
imposed on the Payment.


 


(b)                                 Subject
to the provisions of Section 10(c), all determinations required to be made
under this Section 10, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by an independent
accounting firm of nationally recognized standing selected by the Company and
which is not serving as accountant or auditor for the Company or the
individual, entity or group effecting the Change in Control (the “Accounting
Firm”).  The Accounting Firm shall
provide detailed supporting calculations both to the Company and Executive
within 15 business days of the receipt of the notice from Executive that there
has been a Payment or such earlier time as is requested by the Company.  Any Gross-Up Payment shall be paid by the
Company to Executive within ten business days of the receipt of the Accounting Firm’s
determination.  Any determination by the
Accounting Firm shall be binding upon the Company and Executive.  As a result of the uncertainty in the
application of 


 


13

















 


Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments will not have been made by the Company which should have been
made (“Underpayment”), consistent with the calculations required to be made
hereunder.  In the event that the Company
exhausts its remedies pursuant to Section 10(c), and Executive is
thereafter required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred, and the
amount of the Underpayment shall be promptly paid by the Company to or for
Executive’s benefit.


 


(c)                                  Executive
shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of a
Gross-Up Payment.  Such notification
shall be given as soon as practicable but no later than ten business days after
Executive is informed in writing of such claim and shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid.  Executive shall not pay such claim
prior to the expiration of the 30-day period following the date on which
Executive gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due).  If the Company notifies Executive in writing
prior to the expiration of such period that it desires to contest such claim,
Executive shall:


 


(i)                                     give
the Company any information reasonably requested by the Company relating to
such claim;


 


(ii)                                  take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including without limitation
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company;


 


(iii)                               cooperate
with the Company in good faith in order effectively to contest such claim; and


 


(iv)                              permit
the Company to participate in any proceedings relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Executive harmless, on an after-tax basis,
for any Excise Tax or federal, state and local income and employment tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses.  Without limitation on the foregoing
provisions of this Section 10(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Executive to pay the tax claimed and sue for a
refund or to contest the claim in any permissible manner, and Executive agrees
to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if the Company
directs Executive to pay such claim and sue for a refund, the Company shall pay
and assume all responsibility for the tax; and further provided that any
extension of the statute of limitations relating to payment of taxes for 


 


14

















 


Executive’s taxable year with respect to
which such contested amount is claimed to be due is limited solely to such
contested amount.  The Company’s control
of the contest, however, shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder, and Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.


 


(d)                                 If,
after the Company’s payment of tax pursuant to Section 10(c), Executive
becomes entitled to receive any refund with respect to such claim, Executive
shall (subject to the Company’s complying with the requirements of Section 10(c))
promptly pay over to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto).  If, after the Company’s payment of tax
pursuant to Section 10(c), a determination is made that Executive shall
not be entitled to any refund with respect to such claim and the Company does
not notify Executive in writing of its intent to contest such denial of refund
prior to the expiration of 30 days after such determination, then such payment
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.


 


(e)                                  In
the event that the Excise Tax is subsequently determined to be less than
initially determined by the Accounting Firm, Executive shall pay to the Company
at the time that the amount of such reduction in Excise Tax is determined (but,
if previously paid to the taxing authorities, not prior to the time the amount
of such reduction is refunded to Executive or otherwise realized as a benefit
by Executive) the portion of the Gross-Up Payment that would not have been paid
if the Excise Tax as subsequently determined had been applied in initially
calculating the Gross-Up Payment, with the amount of such repayment determined
by the Accounting Firm.


 


11.                                 Arbitration.  Any dispute or controversy arising under,
related to or in connection with this Agreement shall be settled exclusively by
arbitration before a single arbitrator in New York, New York, in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association.  The arbitrator’s award
shall be final and binding on all parties to this Agreement.  Judgment may be entered on an arbitrator’s
award in any court having competent jurisdiction.


 


12.                                 Assignment.  This Agreement is personal to Executive and shall
not be assignable by Executive.  This
Agreement shall inure to the benefit of and be enforceable by Executive and
Executive’s legal representatives and heirs. 
This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns. 
The Company shall require any successor (by merger or otherwise) to
expressly assume this Agreement.


 


13.                                 Mitigation/Set
Off.  The Company’s obligation to pay
Executive the amounts provided and to make the arrangements provided hereunder
shall not be subject to set-off, counterclaim or recoupment of amounts owed by
Executive to the Company or its affiliates except, to the extent permitted by Section 409A,
for any specific, stated amounts owed by the Executive to the Company.  In the event of any termination of employment
hereunder, the Executive shall be under no obligation to seek other employment
and there shall be no offset against any amounts due Executive under this
Agreement on account of any remuneration attributable to any subsequent
employment that Executive may obtain.


 


15

















 


14.                                 Severability.  A determination that any provision of this
Agreement is invalid or unenforceable shall not affect the validity or
enforceability of any other provision hereof. 
Any provision of this Agreement which is rendered or held invalid,
illegal or unenforceable in any respect in any jurisdiction shall be
ineffective, but such ineffectiveness shall be limited as follows: (a) if
such provision is rendered or held invalid, illegal or unenforceable in such
jurisdiction only as to a particular person or persons or under any particular
circumstance or circumstances, such provision shall be ineffective, but only in
such jurisdiction and only with respect to such particular person or persons or
under such particular circumstance or circumstances, as the case may be; (b) without
limitation of clause (a), such provision shall in any event be ineffective only
as to such jurisdiction and only to the extent of such invalidity, illegality
or unenforceability, and such invalidity, illegality or unenforceability in
such jurisdiction shall not render invalid, illegal or unenforceable such
provision in any other jurisdiction; and (c) without limitation of clause (a) or
(b), such ineffectiveness shall not render invalid, illegal or unenforceable
this Agreement or any of the remaining provisions hereof.


 


15.                                 Withholding.  The Company may withhold from any amounts
payable under this Agreement such federal, state, local or foreign taxes as
shall be required to be withheld pursuant to any applicable law or regulation.


 


16.                                 Governing
Law.  This Agreement shall be
governed by and construed in accordance with the law of the State of New York
without reference to principles of conflicts of law.


 


17.                                 Entire
Agreement.  This Agreement
constitutes the entire Agreement between the parties with respect to the
subject matter hereof and supersedes in its entirety any and all prior
agreements, understandings, or representations relating to the subject matter
hereof, including the Agreement between Rockwood Specialties Inc. (“RSI”) and
the Executive dated March 21, 2001, as amended by the Letter Agreement
between RSI and the Executive dated October 19, 2004.  No modification of this Agreement shall be
valid unless made in writing and signed by the parties hereto.


 


18.                                 Interpretation.  All parties have participated jointly in the
negotiation and drafting of this Agreement. 
In the event any ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Company
and Executive and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the day and year first above set forth.


 


	
   

  	
  ROCKWOOD HOLDINGS, INC,

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Sheldon R. Erikson

  
	
   

  	
   

  	
  Name:  Sheldon R. Erikson

  
	
   

  	
   

  	
  Title:  Chairman, Compensation
  Committee

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas Riordan

  
	
   

  	
  Thomas Riordan

  



 


16
















 


Appendix A


 


EMPLOYMENT AGREEMENT


 


WAIVER AND RELEASE AGREEMENT


 


(1)   In consideration for the
supplemental severance pay and supplemental severance benefits to be provided
to me under the terms of the EMPLOYMENT
AGREEMENT DATED AS OF                        ,
       , I, on behalf of
myself and my heirs, executors, administrators, attorneys and assigns, hereby
waive, release and forever discharge ROCKWOOD
HOLDINGS, INC., and it Affiliates (hereinafter collectively referred
to as the “Employer”) together with the Employer’s parent, subsidiaries,
divisions and affiliates, whether direct or indirect, its and their joint
ventures and joint venturers (including their respective directors, officers,
employees, shareholders, partners and agents, past, present, and future), and
each of its and their respective successors and assigns (hereinafter
collectively referred to as “Releasees”), from any and all known or unknown
actions, causes of action, claims or liabilities of any kind which have or
could be asserted against the Releasees arising out of or related to my
employment with and/or separation from employment with the Employer and/or any
of the other Releasees up to and including the date of this Waiver and Release
Agreement, including but not limited to:


 


(a)                                  claims,
actions, causes of action or liabilities arising under Title VII of the Civil
Rights Act, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”),
the Employee Retirement Income Security Act, as amended, the Rehabilitation
Act, as amended, the Americans with Disabilities Act, as amended, the Family
and Medical Leave Act, as amended, and/or any other federal, state, municipal,
or local employment discrimination statutes (including, but not limited to,
claims based on sex, attainment of benefit plan rights, race, religion,
national origin, marital status, sexual orientation, ancestry, harassment,
parental status, handicap, disability, retaliation, and veteran status); and/or


 


(b)                                 claims,
actions, causes of action or liabilities arising under any other federal,
state, municipal, or local statute, law, ordinance or regulation; and/or


 


(c)                                  any
other claim whatsoever including, but not limited to, claims for severance pay,
claims based upon breach of contract, wrongful termination, defamation,
intentional infliction of emotional distress, tort, personal injury, invasion
of privacy, violation of public policy, negligence and/or any other common law,
statutory or other claim whatsoever arising out of or relating to my employment
with and/or separation from employment with the Employer and/or any of the
other Releasees, but excluding the filing of an administrative charge of
discrimination, any claims which I may make under state workers’ compensation
or unemployment laws, and/or any claims which by law I cannot waive.


 


(2)   I also agree never to
sue any of the Releasees or become party to a lawsuit on the basis of any claim
of any type whatsoever arising out of or related to my employment with and/or
separation from employment with the Employer and/or any of the other Releasees,
except I may bring a lawsuit to challenge this Waiver and Release Agreement
under the ADEA.


 

















 


(3)   I further acknowledge
and agree in the event that I breach the provisions of paragraph (2) above,
then (a) the Employer shall be entitled to apply for and receive an
injunction to restrain any violation of paragraph (2) above, (b) the
Employer shall not be obligated to continue payment of the supplemental
severance pay and availability of supplemental severance benefits to me, (c) I
shall be obligated to pay to the Employer its costs and expenses in enforcing
this Waiver and Release Agreement and defending against such lawsuit (including
court costs, expenses and reasonable legal fees), and (d) as an
alternative to (c), at the Employer’s option, I shall be obligated upon demand
to repay to the Employer all but $100 of the supplemental severance pay and
cost of the supplemental severance benefits paid or made available to me.  I further agree that the foregoing covenants
shall not affect the validity of this Waiver and Release Agreement and shall
not be deemed a penalty nor a forfeiture.


 


(4)   I further waive my right
to any monetary recovery should any federal, state, or local administrative
agency pursue any claims on my behalf arising out of or related to my
employment with and/or separation from employment with the Employer and/or any
of the other Releasees.


 


(5)   I further waive,
release, and discharge Releasees from any reinstatement rights which I have or
could have and I acknowledge that I have not suffered any on-the-job injury for
which I have not already filed a claim.


 


(6)   I further agree that if
I breach the Confidential Information provisions of the Plan, then (a) the
Employer shall be entitled to apply for and receive an injunction to restrain
such breach, (b) the Employer shall not be obligated to continue payment
of the supplemental severance pay and availability of supplemental severance
benefits to me, and (c) I shall be obligated to pay to the Employer its
costs and expenses in enforcing the Confidential Information provisions of the
Plan (including court costs, expenses and reasonable legal fees).


 


(7)   I acknowledge that I
have been given at least [forty-five (45)] [twenty-one (21)] days to consider
this Waiver and Release Agreement thoroughly and I was encouraged to consult
with my personal attorney, if desired, before signing below.


 


(8)   I understand that I may
revoke this Waiver and Release Agreement within seven (7) days after its
signing and that any revocation must be made in writing and submitted within
such seven (7) day period to the Plan Administrator.  I further understand that if I revoke this
Waiver and Release Agreement, I shall not receive the supplemental severance
pay nor the supplemental severance benefits.


 


(9)   I also understand that
the supplemental severance pay and supplemental severance benefits which I will
receive in exchange for signing and not later revoking this Waiver and Release
Agreement are in addition to anything of value to which I already am entitled.


 


(10)         I FURTHER UNDERSTAND THAT THIS
WAIVER AND RELEASE AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS.


 


(11)         I acknowledge and agree that if
any provision of this Waiver and Release Agreement is found, held or deemed by
a court of competent jurisdiction to be void, unlawful or 


 


2

















 


unenforceable under any applicable statute or
controlling law, the remainder of this Waiver and Release Agreement shall
continue in full force and effect.


 


(12)         This Waiver and Release
Agreement is deemed made and entered into in the State of New Jersey, and in
all respects shall be interpreted, enforced and governed under applicable
federal law and in the event reference shall be made to State law, the internal
laws of the State of New Jersey shall apply without regard to its conflicts of
law provisions.  Any dispute under this
Waiver and Release Agreement shall be adjudicated by a court of competent
jurisdiction in the State of New Jersey.


 


(13)         I further acknowledge and agree
that I have carefully read and fully understand all of the provisions of this
Waiver and Release Agreement and that I voluntarily enter into this Waiver and
Release Agreement by signing below.


 


	
   

  	
   

  
	
   

  	
  (Name of
  Eligible Employee - Please Print)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature
  of Eligible Employee)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Date)

  
	
   

  	
   

  
	
   

  	
  PLEASE
  RETURN TO:

  
	
   

  	
   

  
	
   

  	
  Human
  Resource Administrator

  
	
   

  	
  [INSERT NAME OF EMPLOYING COMPANY]

  
	
   

  	
   

  
	
   

  	
  [STREET ADDRESS]

  
	
   

  	
   

  
	
   

  	
  [CITY, STATE, ZIP CODE]

  



 


3