Exhibit 10.51


 


2005 AMENDED AND RESTATED


STOCK PURCHASE AND OPTION PLAN


FOR ROCKWOOD HOLDINGS, INC. AND SUBSIDIARIES


 


1.                                       Purpose of Plan


 


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


 


(a)           to promote the long term financial interests and growth of
Rockwood Holdings, Inc. (the “Company”) and its subsidiaries by attracting and
retaining management personnel with the training, experience and ability to
enable them to make a substantial contribution to the success of the Company’s
business;


 


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


 


(c)            to further the identity of interests of participants with
those of the shareholders of the Company through opportunities for increased
stock, or stock-based, ownership in the Company.


 


2.                                       Definitions


 


As used in the Plan, the following words
shall have the following meanings:


 


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


 


(b)           “Committee” means the Compensation Committee of the Board of
Directors (or, if no such committee is appointed, the Board of Directors).


 


(c)           “Common Stock” or “Share” means common stock of the Company
which may be authorized but unissued, or issued and reacquired.


 


(d)           “Director” means any member of the Board of Directors.


 


(e)           “Employee” means a person, including an officer, in the
regular full-time employment of the Company or one of its Subsidiaries.


 


(f)            “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


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


 


(h)           “Grant Agreement” means an agreement between the Company and
a Participant that sets forth the terms, conditions and limitations applicable
to a Grant.


 





















 


(i)            “Participant” means an Employee,
Director, consultant or other person having a relationship with the Company or
one of its Subsidiaries, to whom one or more Grants have been made and such
Grants have not all been forfeited or terminated under the Plan.


 


(j)            “Stock-Based Grants” means the
collective reference to the grant of Purchase Stock, Restricted Stock and Other
Stock Based Grants described in Section 5.


 


(k)           “Stock Options” means options to purchase Common Stock,
which may or may not be incentive stock options (“Incentive Stock Options”)
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).


 


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


 


3.                                       Administration of Plan


 


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


 


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


 


(c)           The Committee may employ attorneys, consultants,
accountants, appraisers, brokers or other persons.  The Committee, the Company, and the officers
and Directors of the Company shall be entitled to rely upon the advice,
opinions or valuations of any such persons. 
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Participants, 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 Grants, and all members of the Committee shall be fully protected by the
Company with respect to any such action, determination or interpretation.


 


4.                                       Eligibility


 


The Committee may from time to time make
Grants under the Plan to such Employees, Directors or other persons having a
relationship with the Company or any of its


 


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Subsidiaries, and in such form and having
such terms, conditions and limitations as the Committee may determine.  Grants may be granted singly, in combination
or in tandem.  The terms, conditions and
limitations of each Grant under the Plan shall be set forth in a Grant
Agreement, in a form approved by the Committee, consistent, however, with the
terms of the Plan.


 


5.                                       Grants


 


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


 


(a)           Stock Options - These are options to purchase
Common Stock, which may or may not be Incentive Stock Options and shall have an
exercise price at least equal to the fair market value of one share of Common
Stock on the date of Grant (or, if the person to whom an Incentive Stock Option
is being granted owns Common Stock representing more than 10 percent of the
voting power of all classes of Company equity, the exercise price shall be at
least equal to 110 percent of the fair market value of one share of Common
Stock on the date of Grant). At the time of the Grant the Committee shall
determine, and shall have contained in the Grant Agreement or other Plan rules,
the option exercise period, the option price, and such other conditions or
restrictions on the grant or exercise of the option as the Committee deems
appropriate, which may include the requirement that the grant of options is
predicated on the acquisition of Purchase Shares under Section 5(c) by the
Participant or as may be required pursuant to applicable law, if such options
shall be Incentive Stock Options. 
Payment of the option exercise price shall be made in cash or in shares
of Common Stock (provided,
that such Shares have been held by the Participant for not less than six months
(or such other period as established by the Committee from time to time)), or a
combination thereof, in accordance with the terms of the Plan, the Grant
Agreement and any applicable guidelines of the Committee in effect at the time.


 


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


 


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


 


(d)           Other Stock-Based Grants - The Committee may make other
Grants under the Plan pursuant to which shares of Common Stock or other equity
securities of the Company are or may in the future be acquired, or Grants
denominated in stock units, including ones valued using measures other than
market value of the Common Stock.  Other
Stock-Based Grants may be granted with or without consideration.


 


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6.                                       Limitations and Conditions


 


(a)           Subject to Section 8 hereof, the number of Shares available
for Grants under this Plan shall be 10,000,000 shares of the authorized Common
Stock as of the effective date of the Plan. 
The number of Shares subject to Grants made under this Plan to any one
Participant in any one calendar year shall not be more than $20 million worth
of the Shares.  Unless restricted by
applicable law, Shares related to Grants that are forfeited, terminated,
cancelled or expire unexercised, shall immediately become available for new
Grants.


 


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


 


(c)           Nothing contained herein shall affect the right of the
Company to terminate any Participant’s employment at any time or for any
reason.


 


(d)           Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements, but only to the extent
such deferral satisfies the requirements of Section 409A of the Code.


 


(e)           Except as otherwise prescribed by the Committee, the amounts
of the Grants for any employee of a Subsidiary, along with interest, dividend,
and other expenses accrued on deferred Grants shall be charged to the
Participant’s employer during the period for which the Grant is made.  If the Participant is employed by more than
one Subsidiary or by both the Company and a Subsidiary during the period for
which the Grant is made, the Participant’s Grant and related expenses will be
allocated between the companies employing the Participant in a manner
prescribed by the Committee.


 


(f)            Other than as specifically
provided pursuant to a Grant Agreement or other related agreement between a
Participant and the Company, no benefit under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to do so shall be void.  No such benefit shall, prior to receipt
thereof by the Participant, be in any manner liable for or subject to the
debts, contracts, liabilities, engagements, or torts of the Participant.


 


(g)           Participants shall not be, and shall not have any of the
rights or privileges of, shareholders of the Company in respect of any Shares
purchasable in connection with any Grant unless and until certificates
representing any such Shares have been issued by the Company to (or book entry
representing such Shares has been made and such Shares have been deposited with
the appropriate registered book – entry custodian for the benefit of) such
Participants.


 


(h)           No election as to benefits or exercise of Stock Options or
other rights may be made during a Participant’s lifetime by anyone other than
the Participant except by a legal representative appointed for or by the
Participant.


 


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(i)            Absent express provisions to the
contrary, any grant under this Plan shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of
the Company or its Subsidiaries and shall not affect any benefits under any
other benefit plan of any kind now or subsequently in effect under which the
availability or amount of benefits is related to level of compensation.  This Plan is not a “Retirement Plan” or “Welfare
Plan” under the Employee Retirement Income Security Act of 1974, as amended.


 


(j)            Unless the Committee determines
otherwise, no benefit or promise under the Plan shall be secured by any
specific assets of the Company or any of its Subsidiaries, nor shall any assets
of the Company or any of its Subsidiaries be designated as attributable or
allocated to the satisfaction of the Company’s obligations under the Plan.


 


7.                                       Transfers and Leaves of Absence


 


For purposes of the Plan, unless the
Committee determines otherwise:  (a)  a transfer of a Participant’s employment
without an intervening period of separation among the Company and any
Subsidiary shall not be deemed a termination of employment, and (b) a
Participant who is granted in writing a leave of absence shall be deemed to
have remained in the employ of the Company during such leave of absence.


 


8.                                       Adjustments


 


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


 


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


 


In its absolute discretion, and on such terms
and conditions as it deems appropriate, coincident with or after the grant of
any Stock Option or any Stock-Based Grant, the Committee may provide that such
Stock Option or Stock-Based Grant cannot be exercised after the merger or
consolidation of the Company into another company, the exchange of all or
substantially all of the assets of the Company for the securities of another
company, the acquisition by another company of 80% or more of the Company’s
then outstanding shares of voting stock or the recapitalization,
reclassification, liquidation or dissolution of the Company, and if the
Committee so provides, it shall, on such terms and conditions as it deems
appropriate in its absolute discretion, also provide, either by the terms of
such Stock Option or Stock-Based Grant or by a resolution adopted prior to the
occurrence of such merger, consolidation, exchange, acquisition,
recapitalization, reclassification, liquidation or dissolution, that, for some
period of time prior to such event, such Stock Option or Stock-Based Grant
shall be exercisable as to all shares subject thereto, notwithstanding anything
to the contrary herein (but subject to the provisions of Section 6(b) and that,
upon the occurrence of such event, such Stock Option or


 


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Stock-Based Grant shall terminate and be of
no further force or effect; provided, however, that the Committee may also
provide, in its absolute discretion, that even if the Stock Option or
Stock-Based Grant shall remain exercisable after any such event, from and after
such event, any such Stock Option or Stock-Based Grant shall be exercisable
only for the kind and amount of securities and/or other property, or the cash
equivalent thereof, receivable as a result of such event by the holder of a
number of shares of stock for which such Stock Option or Stock-Based Grant
could have been exercised immediately prior to such event.


 


10.                                 Amendment and Termination


 


The Committee shall have the authority to
make such amendments to any terms and conditions applicable to outstanding
Grants as are consistent with this Plan provided that, except for adjustments
under Section 8 or 9 hereof, (a) no such action shall modify such Grant in a
manner adverse to the Participant without the Participant’s consent except as
such modification is provided for or contemplated in the terms of the Grant and
(b) no such action may provide for an increase in the number of Shares to be
made available for issuance under this Plan without obtaining approval by the
Shareholders of such increase.  The Board
of Directors may amend, suspend or terminate the Plan.


 


11.                                 Foreign Options and Rights


 


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


 


12.                                 Withholding Taxes


 


The Company shall have the right to deduct
from any cash payment made under the Plan any federal, state or local income or
other taxes required by law to be withheld with respect to such payment.  It shall be a condition to the obligation of
the Company to deliver shares upon the exercise of an Option, upon delivery of
Restricted Stock or upon exercise, settlement or payment of any Other
Stock-Based Grant that the Participant pay to the Company such amount as may be
requested by the Company for the purpose of satisfying any liability for such
withholding taxes.  Any Grant Agreement
may provide that the Participant may elect, in accordance with any conditions
set forth in such Grant Agreement, to pay a portion or all of such minimum
withholding taxes in shares of Common Stock.


 


13.                                 Effective Date and Termination
Dates


 


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


 


Effective Date of adoption of Plan:  November 20, 2000.


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


 


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Effective Date of amendment of Plan:  September 1, 2004


Effective Date of second amendment of
Plan:  July 18, 2005


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


 


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