Exhibit 10.1


 


ROCKWOOD
HOLDINGS, INC.


FORM OF STOCK
OPTION AGREEMENT


(Time-Vesting)


 


THIS AGREEMENT, dated as of [December     ],
2008 is made by and between Rockwood Holdings, Inc., a Delaware
corporation (hereinafter referred to as the “Company”), and [NAME],  an employee of the Company or a Subsidiary
(as defined below) or Affiliate (as defined below) of the Company, hereinafter
referred to as “Optionee.”  Any
capitalized terms herein not otherwise defined in Article I shall have the
meaning set forth in the 2008 Amended and Restated Stock Purchase and Option
Plan For Rockwood Holdings, Inc. and Subsidiaries.


 


WHEREAS, the Company wishes to afford the
Optionee the opportunity to purchase shares of its common stock, par value
$0.01 per share (the “Common Stock”);


 


WHEREAS, the Company wishes to carry out the
Plan, the terms of which are hereby incorporated by reference and made a part
of this Agreement; and


 


WHEREAS, the committee of the Company’s Board
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 Option (as defined below) provided for herein to the Optionee as an
incentive for increased efforts during the Optionee’s term of office with the
Company or one of its Subsidiaries or Affiliates, and has advised the Company
thereof and instructed the undersigned officers to issue said Option.


 


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:


 


ARTICLE I


 


DEFINITIONS


 


Whenever the following terms are used in this
Agreement, they shall have the meaning specified below unless the context
clearly indicates to the contrary.


 


Section 1.1.                                   - Affiliate


 


“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 in which the Company or an Affiliate has an interest.


 


Section 1.2.                                   - Cause


 


“Cause” shall mean (i) the Optionee’s
willful and continued failure to perform duties, which are within the control
of the Optionee and consistent with such Optionee’s title and position, that is
not cured within 15 days following written notice of such failure, (ii) the
Optionee’s conviction of or plea of guilty or no contest to a (x) felony
or (y) crime involving moral turpitude, (iii) the Optionee’s willful
malfeasance or misconduct which is injurious to the 


 

















 


Company or its
Subsidiaries, other than in a manner that is insignificant or inconsequential, (iv) a
breach by the Optionee of the material terms of any non-compete,
non-solicitation or confidentiality covenants or agreements by which the
Optionee may be bound, following notice of such breach (which notice may be
oral or written) or (v) any violation by the Optionee of any material
written Company policy after written notice of such breach, if such violation
is shown by the Company to be reasonably expected to result in material injury
to the business, reputation or financial condition of the Company.


 


Section 1.3.                                   - Change of Control


 


“Change of Control” shall mean
the earliest to occur of:


 


(i)                                     any
Person (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 the Exchange 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 of
the Board) other than through the purchase of Voting Securities directly from
the Company through a private placement;


 


(ii)                                  individuals
who constitute the Board (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 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, 50.1% 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 50.1% 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.


 


2

















 


Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur unless such
transaction or occurrence constitutes a change in ownership or effective
control within the meaning of Section 409A(a)(2)(A)(v) of the Code.


 


Section 1.4.                                   - Disability


 


“Disability” shall mean a determination, made
at the request of the Optionee or upon the reasonable request of the Company
set forth in a notice to the Optionee, by a physician selected by the Company
and the Optionee, that the Optionee is unable to perform his duties as an
employee of the Company or its subsidiaries and in all reasonable medical
likelihood such inability will continue for a period in excess of 180
consecutive days.


 


Section 1.5.                                   – Good Reason


 


“Good Reason” shall mean without the Optionee’s
consent, (i) a reduction in the Optionee’s base salary or annual bonus
opportunity (other than a reduction in base salary that is offset by an
increase in bonus opportunity upon the attainment of reasonable financial
targets, which reduction may not exceed 10% of the Optionee’s base salary in
any 12 month period), (ii) a substantial reduction in the Optionee’s
duties and responsibilities, which continues beyond 15 days after written
notice by the Optionee to the Company of such reduction, (iii) the
elimination or reduction of the Optionee’s eligibility to participate in the
Company’s benefit programs that is inconsistent with the eligibility of
similarly situated employees of the Company to participate therein, (iv) a
transfer of the Optionee’s primary workplace by more than 35 miles from the
current workplace, (v) any serious chronic mental or physical illness of
an immediate family member that requires the Optionee to terminate his or her
employment with the Company because of a substantial interference with his or
her duties at the Company or (vi) any failure by the Company to pay when
due any payment owed to the Optionee within 15 days after the date such payment
becomes due.


 


Section 1.6.                                   Grant Date


 


“Grant Date” shall mean December 12,
2008, the date on which the Option provided for in this Agreement is granted.


 


Section 1.7.                                   - Group


 


“Group” shall mean two or more Persons acting
together as a partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding or disposing of securities of the Company.


 


Section 1.8.                                   - Option


 


“Option” shall mean the Option (which shall,
in part and to the extent permitted by applicable law and as set forth on the
signature page hereto, be an “incentive stock option”, within the meaning
of Section 422 of the Code) to purchase Common Stock granted under this
Agreement.  To the extent that, for any
reason, an Option intended to be an incentive stock option does not qualify as
an incentive stock option, it shall be deemed an option that is not an
incentive stock option.


 


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Section 1.9.                                   - Person


 


“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).


 


Section 1.10.                             - Plan


 


“Plan” shall mean the 2008 Amended and
Restated Stock Purchase and Option Plan for Rockwood Holdings, Inc. and
Subsidiaries, as it may be amended from time to time.


 


Section 1.11.                             - Retirement


 


“Retirement”
shall mean retirement at age 62 or over (or such other age as may be approved
by the Board) after having been employed by the Company or a Subsidiary for at
least five full years.


 


Section 1.12.                             - Secretary


 


“Secretary” shall mean the Secretary of the
Company.


 


ARTICLE II


 


GRANT OF OPTIONS


 


Section 2.1.                                   - Grant of Option


 


For good and valuable consideration, on and
as of the Grant Date, the Company irrevocably grants to the Optionee an Option
to purchase any part or all of an aggregate of the number of shares set forth
on the signature page hereof of its Common Stock upon the terms and
conditions set forth in this Agreement.


 


Section 2.2.                                   - Exercise Price


 


Subject to Section 2.4, the exercise
price of the shares of Common Stock covered by the Option shall be $9.18 per
share without commission or other charge (which is the fair market value per
share of the Common Stock on the Grant Date).


 


Section 2.3.                                   – No  Guarantee of Employment


 


Nothing in this Agreement or in the Plan
shall confer upon the Optionee any right to continue in the employ of the
Company or any of its Subsidiaries or Affiliates or shall interfere with or
restrict in any way the rights of the Company and its Subsidiaries or
Affiliates, which are hereby expressly reserved, to terminate the employment of
the Optionee at any time for any reason whatsoever, with or without cause.


 


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Section 2.4.                                   - Adjustments in Option
Pursuant to Merger, Consolidation, etc.


 


(a) Subject to Sections 8 and 9 of the
Plan, in the event that the outstanding shares of the stock subject to the
Option are, from time to time, changed into or exchanged for a different number
or kind of shares of the Company or other securities of the Company by reason of
a merger, consolidation, recapitalization, reclassification, stock split, stock
dividend, combination of shares, or other corporate event, the Committee shall
make, as appropriate and equitable, an adjustment in the number and kind of
shares and/or the amount of consideration as to which or for which, as the case
may be, such Option, or portions thereof then unexercised, shall be exercisable
and/or, other than in an event that is a Change of Control, shall pay to the
Optionee a dividend in respect of the shares of Common Stock subject to the
Option, in any event in order to allow the Optionee to participate in such
corporate event in an equitable manner. 
Any such adjustment made by the Committee shall be final and binding
upon the Optionee, the Company and all other interested persons.


 


(b) Subject to Sections 8 and 9 of the
Plan, in the event of a Change of Control in which all of the then outstanding
Common Stock will be cancelled and converted into the right to receive a cash
payment per share of Common Stock (such cash payment, the “Change of Control
Consideration”), the Committee may, in its discretion, either: (i) cause
the Option (to the extent then outstanding and not previously exercised) to,
effective as of the effective date of such a Change of Control, be converted
into a right to receive a cash payment (payable as soon as practicable after
the Change of Control) equal to the product of (x) the excess, if any, of (A) the
Change of Control Consideration, over (B) the exercise price per share of
Common Stock subject to such Option, multiplied by (y) the total number of
shares of Common Stock subject to such Option; or (ii) cause the Option
(to the extent then outstanding and not previously exercised) to, effective as
of the effective date of such a Change of Control, be substituted for new
options to purchase shares of common stock of an acquiring or surviving entity
(or any other entity that may provide for such a substitute award under Section 424
of the Code) (or, to the extent permitted under Section 409A of the Code,
be substituted for stock appreciation rights settled in cash or other equity or
equity-based awards) that will substantially preserve the otherwise applicable
terms of the Option, as determined by the Committee in its sole discretion.  In the event that the exercise price of any
Option is equal to or greater than the Change of Control Consideration, such
Option shall be automatically cancelled and have no further force or effect
without payment of any consideration in respect thereof.


 


(c) In the event of a Change of Control
in which Section 2.4(b) hereof does not apply, the Committee shall
take any such other actions as may be in accordance with Sections 8 and 9 of
the Plan and Section 2.4(a) of this Agreement in connection with the
Option, or portions thereof unexercised.


 


(d) All actions taken by the Committee
under this Section 2.4 shall be final and binding upon the Optionee, the
Company and all other interested persons.


 


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ARTICLE III


 


PERIOD OF EXERCISABILITY


 


Section 3.1.                                   - Commencement of
Exercisability


 


(a)                                  So long as the Optionee
continues to be employed by the Company or its Subsidiaries through the
applicable vesting date, the Option shall become exercisable pursuant to the
following schedule:


 


	
   

  	
   

  	
  Percentage of Shares

  	
   

  
	
  Date Option Becomes Exercisable

  	
   

  	
   As to Which the Option Granted Is Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2009

  	
   

  	
  33 1/3%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2010

  	
   

  	
  66 2/3%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2011

  	
   

  	
  100%

  	
   

  



 


(b)                                 Notwithstanding the foregoing,
the Option shall become immediately exercisable as to 100% of the shares of
Common Stock subject to such Option  as
follows (but only to the extent such Option has not otherwise terminated or
become exercisable): (i) in the event that the Optionee’s employment is
terminated by the Company and its Subsidiaries without Cause or the Optionee
resigns with Good Reason within the two-year period that commences on the
effective date of a Change of Control, but only if such termination occurs at
least six months after the Grant Date; or (ii) in the event the Optionee’s
employment is terminated as a result of the Optionee’s death or Disability.


 


(c)                                  Notwithstanding the foregoing,
the Option shall become immediately exercisable as to 50% of the shares of
Common Stock subject to such Option (but only to the extent such Option has not
otherwise terminated or become exercisable) in the event that the Optionee’s
employment is terminated by the Company and its Subsidiaries without Cause or
the Optionee resigns with Good Reason within the two-year period that commences
on the effective date of a Change of Control, but only if such termination
occurs within six months of the Grant Date.


 


(d)                                 Notwithstanding the foregoing,
no portion of the Option (which does not otherwise become exercisable or vested
in accordance with Section 3.1(a), (b) or (c) above) shall
become exercisable as to any additional shares of Common Stock following the
termination of employment of the Optionee for any reason and any Option, which
is unexercisable or not vested as of the Optionee’s termination of employment,
shall be immediately cancelled and/or forfeited by the Optionee without
consideration therefor.


 


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Section 3.2.                                   - Expiration of Option


 


The Optionee may not exercise the Option to
any extent after the first to occur of the following events:


 


(a)                                  The seventh anniversary of the
Grant Date, so long as the Optionee remains employed through such anniversary;
or


 


(b)                                 The seventh anniversary of the Grant
Date, if the Optionee’s employment is terminated by reason of Retirement; or


 


(c)                                  The first anniversary of the
date of the Optionee’s termination of employment due to the Optionee’s death or
Disability; or


 


(d)                                 Ninety (90) days after the
Optionee’s termination of employment by the Company for any reason, or by the
Optionee for any reason, in either case except as set forth in Section 3.2(c) above;
or


 


(e)                                  Immediately upon termination, if
the Optionee’s employment is terminated by the Company for Cause; or


 


(f)                                    If the Committee so determines
pursuant to Section 2.4(b)(i), the effective date of a Change of Control;
or


 


(g)                                 If the Committee so determines
pursuant to Section 9 of the Plan, the effective date of either the merger
or consolidation of the Company into another Person, or the exchange or
acquisition by another Person of all or substantially all of the Company’s
assets or 80% or more of its then outstanding voting stock, or the
recapitalization, reclassification, liquidation or dissolution of the Company.  At least ten (10) days prior to the
effective date of such merger, consolidation, exchange, acquisition,
recapitalization, reclassification, liquidation or dissolution, the Committee
shall give the Optionee notice of such event if the Option has then neither
been fully exercised nor become unexercisable under this Section 3.2.


 


ARTICLE IV


 


EXERCISE OF OPTION


 


Section 4.1.                                   - Person Eligible to Exercise


 


During the lifetime of the Optionee, only the
Optionee may exercise an Option or any portion thereof.  After the death of the Optionee, any
exercisable portion of an Option may, prior to the time when an Option becomes
unexercisable under Section 3.2, be exercised by the Optionee’s personal
representative or by any person empowered to do so under the Optionee’s will or
under the then applicable laws of descent and distribution.


 


7

















 


Section 4.2.                                   - Partial Exercise


 


Any exercisable portion of an Option or the
entire Option, if then wholly exercisable, may be exercised in whole or in part
at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.2; provided, however, that any partial
exercise shall be for whole shares of Common Stock only.


 


Section 4.3.                                   - Manner of Exercise


 


An Option, or any exercisable portion
thereof, may be exercised solely by delivering to the Secretary or his office
all of the following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2:


 


(a)                                  Notice in writing signed by the
Optionee or the other person then entitled to exercise the Option or portion
thereof, stating that the Option or portion thereof is thereby exercised, such
notice complying with all applicable rules established by the Committee;


 


(b)                                 Full payment (in cash, by check
or by a combination thereof) for the shares with respect to which such Option
or portion thereof is exercised;


 


(c)                                  A bona fide written
representation and agreement, in a form satisfactory to the Committee, signed
by the Optionee or other person then entitled to exercise such Option or
portion thereof, stating that the shares of stock are being acquired for his
own account, for investment and without any present intention of distributing
or reselling said shares or any of them except as may be permitted under the
Securities Act of 1933, as amended (the “Act”), and then applicable rules and
regulations thereunder, and that the Optionee or other person then entitled to
exercise such Option or portion thereof will indemnify the Company against and
hold it free and harmless from any loss, damage, expense or liability resulting
to the Company if any sale or distribution of the shares by such person is
contrary to the representation and agreement referred to above; provided,
however, that the Committee may, in its reasonable discretion, take whatever
additional actions it deems reasonably necessary to ensure the observance and
performance of such representation and agreement and to effect compliance with
the Act and any other federal or state securities laws or regulations;


 


(d)                                 Full payment to the Company of
all amounts which, under federal, state or local law, it is required to
withhold upon exercise of the Option; and


 


(e)                                  In the event the Option or
portion thereof shall be exercised pursuant to Section 4.1 by any person
or persons other than the Optionee, appropriate proof of the right of such
person or persons to exercise the Option.


 


In
addition to the foregoing, the Optionee may, in the Committee’s good faith
discretion, make payment of the exercise price (as required in Section 4.3(b) above)
in shares of Common Stock that the Optionee has held for at least six months or
otherwise pursuant to an irrevocable broker loan program established by the
Committee; and may also pay any taxes required to be withheld and paid upon any
exercise (as required in Section 4.3(d) above) pursuant to an
irrevocable broker loan program established by the Committee.


 


8

















 


Without limiting the generality
of the foregoing, the Committee may require an opinion of counsel acceptable to
it to the effect that any subsequent transfer of shares acquired on exercise of
an Option does not violate the Act, and may issue stop-transfer orders covering
such shares.  Share certificates
evidencing stock issued on exercise of this Option shall bear an appropriate
legend referring to the provisions of subsection (c) above and the
agreements herein.  The written
representation and agreement referred to in subsection (c) above shall,
however, not be required if the shares to be issued pursuant to such exercise
have been registered under the Act, and such registration is then effective in
respect of such shares.


 


Section 4.4.                                   - Conditions to Issuance of
Stock Certificates


 


The shares of stock deliverable upon the
exercise of an Option, or any portion thereof, may be either previously
authorized but unissued shares or issued shares, which have then been
reacquired by the Company.  Such shares shall
be fully paid and nonassessable.  The
Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of an Option or
portion thereof prior to fulfillment of all of the following conditions:


 


(a)                                  The obtaining of approval or other
clearance from any state or federal governmental agency which the Committee
shall, in its reasonable and good faith discretion, determine to be necessary
or advisable; and


 


(b)                                 The lapse of such reasonable
period of time following the exercise of the Option as the Committee may from
time to time establish for reasons of administrative convenience.


 


Section 4.5.                                   - Rights as Stockholder


 


The holder of an Option shall not be, nor
have any of the rights or privileges of, a stockholder of the Company in respect
of any shares purchasable upon the exercise of the Option or any portion
thereof unless and until certificates representing such shares shall have been
issued by the Company to such holder.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1.                                   - Administration


 


The Committee shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Optionee, the Company and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Options. 
In its absolute discretion, the Board may at any time and from time to
time exercise any and all rights and duties of the Committee under the Plan and
this Agreement.


 


9

















 


Section 5.2.                                   - Option Not Transferable


 


Neither the Option nor any interest or right
therein or part thereof shall be liable for the debts, contracts or engagements
of the Optionee or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect;
provided, however, that this Section 5.2 shall not prevent transfers by
will or by the applicable laws of descent and distribution.


 


Section 5.3.                                   - Shares to Be Reserved


 


The Company shall at all times during the
term of the Option reserve and keep available such number of shares of stock as
will be sufficient to satisfy the requirements of this Agreement.


 


Section 5.4.                                   - 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 Optionee shall be addressed to him
at the address given beneath his signature hereto.  By a notice given pursuant to this Section 5.4,
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 Optionee, shall, if the Optionee is then deceased,
be given to the Optionee’s personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 5.4.  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.


 


Section 5.5.                                   - Titles


 


Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


Section 5.6.                                   - Applicability of Plan


 


The Option and the shares of Common Stock
issued to the Optionee upon exercise of the Option shall be subject to all of
the terms and provisions of the Plan, to the extent applicable to the Option
and such shares.  In the event of any
conflict between this Agreement and the Plan, the terms of the Plan shall
control.


 


Section 5.7.                                   - Amendment


 


This Agreement may be amended only by a
writing executed by the parties hereto, which specifically states that it is
amending this Agreement.


 


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Section 5.8.                                   - Governing Law


 


The laws of
the State of Delaware 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.


 


Section 5.9.                                   - Arbitration


 


In the event of any controversy among the parties hereto arising out
of, or relating to, this Agreement which cannot be settled amicably by the
parties, such controversy shall be finally, exclusively and conclusively
settled by mandatory arbitration conducted in New York expeditiously in
accordance with the American Arbitration Association rules, by a single
independent arbitrator.  If the parties
are unable to agree on the selection of an arbitrator, then any party may
petition the American Arbitration Association for the appointment of the
arbitrator, which appointment shall be made within ten days of the petition
therefor.  Either the Company or the
Optionee  may
institute such arbitration proceeding by giving written notice to the other
party.  The arbitrator shall hold a
hearing within 30 days of his or her appointment.  In preparation for their presentation at such
hearing, each party may depose a maximum of four people.  Each such deposition shall last no more than
six hours.  Each side may file with the
arbitrator one brief, not in excess of 30 pages, excluding exhibits.  Each side shall have no more than eight hours
to present its position to the arbitrator. 
The hearing shall be no more than three days in length.  The decision of the arbitrator shall be final
and binding upon all parties hereto and shall be rendered pursuant to a written
decision, which contains a detailed recital of the arbitrator’s reasoning.  Judgment upon the award rendered may be
entered in any court having jurisdiction thereof.


 


Section 5.10.                             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.]


 


11

















 


IN WITNESS WHEREOF, this Agreement has been
executed and delivered by the parties hereto.


 


	
   

  	
   

  	
  ROCKWOOD HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee’s
  Taxpayer Identification Number:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  Aggregate
  number of shares 

  	
   

  	
   

  
	
  of Common
  Stock for which 

  	
   

  	
   

  
	
  the Option
  granted 

  	
   

  	
   

  
	
  hereunder is
  exercisable 

  	
   

  	
   

  
	
  (100% of
  total number of shares): 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                ;
  of which

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                
  shall be incentive stock options and 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                  shall be non-qualified stock options.

  	
   

  	
   

  



 


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