Exhibit 10.2


 


SHORT-TERM INCENTIVE PLAN

FOR ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES


 


1.             Purpose
of the Plan


 


The
purpose of the Plan is to enable the Company and its Subsidiaries to attract,
retain, motivate and reward executive officers and key employees by providing
them with the opportunity to earn competitive compensation directly linked to
the Company’s performance.


 


2.             Definitions


 


The
following capitalized terms used in the Plan have the respective meanings set
forth in this Section:


 


(a)           “Board”
shall mean the Board of Directors of the Company.


 


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


 


(c)           “Committee”
shall mean the Compensation Committee of the Board (or such other committee or
subcommittee thereof as the Board may designate).


 


(d)           “Company”
shall mean Rockwood Holdings, Inc., a Delaware corporation.


 


(e)           “Covered
Employee” shall have the meaning set forth in Section 162(m) of the Code.


 


(f)            “Participant”
shall mean each executive officer of the Company and other key employee of the
Company or a Subsidiary whom the Committee designates as a participant under
the Plan.


 


(g)           “Performance
Period” shall mean each fiscal year or multi-year cycle as determined by the
Committee.


 


(h)           “Plan”
shall mean the Rockwood Holdings, Inc. Short-Term Incentive Plan, as set
forth herein and as may be amended from time to time.


 


(i)            “Share”
shall mean a share of common stock of the Company.


 


(j)            “Subsidiary”
shall mean a subsidiary corporation, as defined in Section 424(f) of
the Code (or any successor section thereto).


 


3.             Administration


 


The
Plan shall be administered and interpreted by the Committee; provided, however,
that the Board may, in its sole discretion, take any action designated to the
Committee under this Plan as it may deem necessary; provided that, to the
extent Section 162(m) of the Code is applicable to the Company and the
Plan, in no event shall the Plan be administered or interpreted in a manner
which would cause any award intended to be qualified as “performance-based


 





















 


compensation” under Section 162(m)
of the Code to fail to so qualify. Any determination made by the Committee
under the Plan shall be final and conclusive. The Committee may employ such
legal counsel, consultants and agents (including counsel or agents who are
employees of the Company or a Subsidiary) as it may deem desirable for the
administration of the Plan and may rely upon any opinion received from any such
counsel or consultant or agent and any computation received from such consultant
or agent. All expenses incurred in the administration of the Plan, including,
without limitation, for the engagement of any counsel, consultant or agent,
shall be paid by the Company. No member or former member of the Board or the
Committee shall be liable for any act, omission, interpretation, construction
or determination made in connection with the Plan other than as a result of
such individual’s willful misconduct. The Committee may delegate its authority
under this Plan; provided that, to the extent Section 162(m) of the Code
is applicable to the Company and the Plan, the Committee shall in no event
delegate its authority with respect to the compensation of the Chief Executive
Officer of the Company, the four most highly compensated executive officers (as
determined under Section 162(m) of the Code and regulations thereunder) of
the Company or any other individual whose compensation the Board or Committee
reasonably believes may become subject to Section 162(m) of the Code.


 


4.             Bonuses


 


(a)           Performance
Criteria. No later than 90 days after each Performance Period begins (or
such other date as may be required or permitted under Section 162(m) of
the Code to the extent applicable to the Company and the Plan), the Committee
shall establish the performance objective or objectives that must be satisfied
in order for a Participant to receive a bonus for each such Performance Period.
Notwithstanding the foregoing, with respect to the Performance Period during
which the Effective Date (as defined in Section 6(a)) occurs, the
Committee shall establish the performance objective or objectives that must be
satisfied in order for a Participant to receive a bonus for such Performance
Period by no later than 60 days after the Effective Date. Any such performance
objectives will be based upon the relative or comparative achievement of one or
more of the following criteria, as determined by the Committee: (i) earnings
before or after taxes (including earnings before interest, taxes, depreciation
and amortization or as otherwise calculated under Rockwood Specialties Group, Inc.’s
senior secured credit agreement (as may be amended or refinanced from time to
time)); (ii) net income; (iii) operating income; (iv) earnings
per Share; (v) book value per Share; (vi) return on stockholders’
equity; (vii) expense management; (viii) return on investment; (ix) improvements
in capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvement of profit margins; (xii) stock price;
(xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital; (xviii) return on assets; (xix) assets under
management; and (xx) total return. The foregoing criteria may relate to the
Company, one or more of its Subsidiaries or one or more of its divisions or
units, or any combination of the foregoing, and may be applied on an absolute
basis and/or be relative to one or more peer group companies or indices, or any
combination thereof, all as the Committee shall determine.


 


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(b)           Target
Incentive Bonuses. No later than 90 days after each Performance Period
begins (or such other date as may be required or permitted under Section 162(m)
of the Code to the extent applicable to the Company and the Plan), the
Committee shall establish target incentive bonuses for each individual
Participant will be eligible to earn in respect of such Performance Period upon
the achievement of the performance objective or objectives established for such
Performance Period. Notwithstanding the foregoing, with respect to the
Performance Period during which the Effective Date occurs, the Committee shall,
to the extent not already established, establish target incentive bonuses for
each individual Participant by no later than 60 days after the Effective Date.


 


(c)           Maximum
Amount Payable. As soon as practicable after the Performance Period ends
but in no event later than the date that is 75 days after the end of the
taxable year in respect of which the applicable bonuses are payable, the
Committee shall determine (i) whether and to what extent any of the
performance objectives established for the relevant Performance Period under Section 4(a) have
been satisfied and (ii) for each Participant who is employed by the
Company or one of its Subsidiaries on the last day of the Performance Period
for which the bonus is payable, the actual bonus to which such Participant
shall be entitled, taking into consideration the extent to which the
performance objectives have been met and such other factors as the Committee
may deem appropriate. Any provision of this Plan notwithstanding, in no event
shall any Participant receive a bonus under this Plan in respect of any fiscal
year of the Company in excess of $10 million.


 


(d)           Negative
Discretion. Notwithstanding anything else contained in Section 4(c) to
the contrary, the Committee shall have the right, in its absolute discretion, (i) to
reduce or eliminate the amount otherwise payable to any Participant under Section 4(c) based
on individual performance or any other factors that the Committee, in its
discretion, shall deem appropriate and (ii) to establish rules or
procedures that have the effect of limiting the amount payable to each
Participant to an amount that is less than the maximum amount otherwise
authorized under Section 4(c).


 


(e)           Death
or Disability. If a Participant dies or becomes disabled prior to the last
day of the Performance Period for which the bonus is payable, such Participant
may receive an annual bonus equal to the bonus otherwise payable to such
Participant based upon actual Company performance for the applicable
Performance Period or, if determined by the Committee, based upon achieving
targeted performance objectives, multiplied by a fraction, the numerator of
which is the number of days that have elapsed during the Performance Period in
which the Participant’s death or disability occurs prior to and including the
date of the Participant’s death or disability and the denominator of which is
the total number of days in the Performance Period or such other amount as the
Committee may deem appropriate.


 


(f)            Other
Termination of Employment. Unless otherwise determined by the Committee and
except as may otherwise be provided in Section 4(e) above, no


 


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bonuses shall be payable under this Plan to
any Participant whose employment terminates prior to the last day of the
Performance Period.


 


5.             Payment


 


(a)           In
General. Except as otherwise provided hereunder, payment of any bonus
amount determined under Section 4 shall be made to each Participant as
soon as practicable after the Committee certifies that one or more of the
applicable performance objectives have been attained or, in the case of any
bonus payable under the provisions of Section 4(d), after the Committee
determines the amount of any such bonus.


 


(b)           Form of
Payment. The Committee shall determine whether any bonus payable under this
Plan is payable in cash, or in restricted stock, restricted stock units, stock
appreciation rights or options (of equivalent value) awarded under the 2005
Amended and Restated Stock Purchase and Option Plan for Rockwood Holdings, Inc.
and Subsidiaries (as amended from time to time), or any combination thereof.


 


6.             General
Provisions


 


(a)           Effectiveness
of the Plan. The Plan shall become effective on the date on which it is
adopted by the Board (the “Effective Date”), subject to the approval of the
stockholders of the Company. The Plan shall expire on the tenth anniversary of
the Effective Date.


 


(b)           Code Section 162(m) Compliance. Notwithstanding anything set
forth in this Plan to the contrary, until such time as the Company is no longer
within the “reliance period” (as such term is defined in Treasury Regulation
1.162-27(f)(2)) (the “Reliance Period”), the Board or the Committee may, but is
not required, to administer and maintain this Plan, and grant target incentive
bonuses, and pay bonuses, under this Plan, to those employees who are Covered
Employees in compliance with the provisions of Section 162(m) of the Code
as the same would apply upon expiration of the Reliance Period.


 


(c)           Amendment
and Termination. The Board or the Committee may at any time amend, suspend,
discontinue or terminate the Plan; provided, however, that no such amendment,
suspension, discontinuance or termination shall adversely affect the rights of
any Participant in respect of any calendar year which has already commenced
and, to the extent Section 162(m) of the Code is applicable to the Company
and the Plan, no such action shall be effective without approval by the
stockholders of the Company to the extent necessary to continue to qualify the
amounts payable hereunder to Covered Employees as under Section 162(m) of
the Code.


 


(d)           Designation
of Beneficiary. Each Participant may designate a beneficiary or
beneficiaries (which beneficiary may be an entity other than a natural Person)
to receive any payments which may be made following the Participant’s death.
Such designation may be changed or canceled at any time without the consent of
any


 


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such beneficiary. Any such designation,
change or cancellation must be made in a form approved by the Committee and
shall not be effective until received by the Committee. If no beneficiary has
been named, or the designated beneficiary or beneficiaries shall have
predeceased the Participant, the beneficiary shall be the Participant’s spouse
or, if no spouse survives the Participant, the Participant’s estate. If a
Participant designates more than one beneficiary, the rights of such
beneficiaries shall be payable in equal shares, unless the Participant has
designated otherwise.


 


(e)           No
Right to Continued Employment or Awards. Nothing in this Plan shall be
construed as conferring upon any Participant any right to continue in the
employment of the Company or any of its Subsidiaries. No Participant shall have
any claim to be granted any award, and there is no obligation for uniformity of
treatment of Participants or beneficiaries. The terms and conditions of awards
and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant (whether or not the
Participants are similarly situated).


 


(f)            No
Limitation on Corporate Actions. Nothing contained in the Plan shall be
construed to prevent the Company or any Subsidiary from taking any corporate
action which is deemed by it to be appropriate or in its best interest, whether
or not such action would have an adverse effect on any awards made under the
Plan. No employee, beneficiary or other person shall have any claim against the
Company or any Subsidiary as a result of any such action.


 


(g)           Nonalienation
of Benefits. Except as expressly provided herein, no Participant or beneficiary
shall have the power or right to transfer, anticipate, or otherwise encumber
the Participant’s interest under the Plan. The Company’s obligations under this
Plan are not assignable or transferable except to (i) a corporation which
acquires all or substantially all of the Company’s assets or (ii) any
corporation into which the Company may be merged or consolidated. The
provisions of the Plan shall inure to the benefit of each Participant and the
Participant’s beneficiaries, heirs, executors, administrators or successors in
interest.


 


(h)           Withholding.
A Participant may be required to pay to the Company or any Subsidiary and the
Company or any Subsidiary shall have the right and is hereby authorized to
withhold from any payment due under this Plan or from any compensation or other
amount owing to the Participant, applicable withholding taxes with respect to
any payment under this Plan and to take such action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such
withholding taxes.


 


(i)            Severability.
If any provision of this Plan is held unenforceable, the remainder of the Plan
shall continue in full force and effect without regard to such unenforceable
provision and shall be applied as though the unenforceable provision were not
contained in the Plan.


 


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(j)            Governing
Law. The Plan shall be governed by and construed in accordance with the
laws of the State of New York.


 


(k)           Headings.
Headings are inserted in this Plan for convenience of reference only and are to
be ignored in a construction of the provisions of the Plan.


 


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