Exhibit 10.53


 


FORM OF


NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT


 


THIS
AGREEMENT, dated as of the date set forth on the signature page hereof and
identified as the “Grant Date” is made by and between Rockwood
Holdings, Inc., a Delaware corporation (hereinafter referred to as the “Company”),
and the individual whose name is set forth on the signature page hereof, a
member of the Board who is not an employee of the Company, hereinafter referred
to as the “Optionee.”  Capitalized
terms not otherwise defined herein shall have the same meanings as in the Plan
(as defined below).


 


WHEREAS, the Company desires to grant the Optionee shares of Common
Stock, pursuant to the terms and conditions of this agreement (the “Agreement”)
and the 2005 Amended and Restated Stock Purchase and Option Plan for the
Company and Subsidiaries (the “Plan”) (the terms of which are hereby
incorporated by reference and made a part of this Agreement); and


 


WHEREAS, the
Board has determined that it would be to the advantage and best interest of the
Company and its stockholders to grant the shares of Common Stock provided for
herein to the Optionee;


 


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.   Option


 


“Option” shall
mean the Option to purchase shares of Common Stock granted under Section 2.1
of this Agreement.


 


Section 1.2.   Permanent Disability


 


“Permanent
Disability” shall mean the Optionee becomes physically or mentally
incapacitated and is therefore unable for a period of six (6) consecutive
months in any twelve (12) consecutive month period, to perform the Optionee’s
duties with the Company.  Any question as
to the existence of the Disability of the Optionee as to which the Optionee and
the Company cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to the Optionee and the Company.  If the Optionee and the Company cannot


 


 


 





















 


agree as to a
qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination in
writing.  The determination of Permanent
Disability made in writing to the Company and the Optionee shall be final and
conclusive for all purposes of this Agreement.


 


ARTICLE II


 


GRANT OF
OPTION


 


Section 2.1.   Grant of Option


 


Subject to Section 2.4,
on and as of the date hereof, 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
the price per share set forth on the signature page hereof as the “Exercise
Price” (which is the Fair Market Value per share of the Common Stock on the
Grant Date, determined without commission or other charge).


 


Section 2.3.   Optionee’s Continued Service on the
Board


 


Nothing
contained in this Agreement or in any other agreement entered into by the
Company and the Optionee guarantees that the Optionee will continue to serve as
a member of the Board for any specified period of time.


 


Section 2.4.   Adjustments to Option


 


Subject to
Sections 8 and 9 of the Plan, in the event that the outstanding shares of the
stock subject to an 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.


 





















 


ARTICLE III


 


PERIOD OF
EXERCISABILITY


 


Section 3.1.   Exercisability of Option


 


(a)                                  So long as the Optionee
continues to be a member of the Board, the Option shall become exercisable
pursuant to the following schedule:


 


	
  Date Option

  Becomes Exercisable

  	
   

  	
  Percentage of

  Shares As to Which

  Option Is Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after
  the first anniversary of the Grant Date

  	
   

  	
  33 1/3%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after
  the second anniversary of the Grant Date

  	
   

  	
  66 2/3%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after
  the third anniversary of the Grant Date

  	
   

  	
  100%

  	
   

  



 


(b)                                 Notwithstanding the foregoing,
the Option shall become immediately exercisable (but only to the extent the
Option has not otherwise terminated or become exercisable) as to 100% of the
shares of Common Stock subject to such Option upon the first to occur of (i) a
Change of Control or (ii) the date on which the Optionee ceases to be a
member of the Board due to the Optionee’s death or Permanent Disability.


 


(c)                                  Notwithstanding the foregoing, no
Option shall become exercisable as to any additional shares of Common Stock
(which does not otherwise become exercisable in accordance with Section 3.1(a) or
(b) above) following the cessation of the Optionee’s membership on the
Board for any reason and any Option, which is unexercisable as of such date,
shall be immediately cancelled without payment therefor.


 


Section 3.2.   Expiration of Option


 


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


 


(a)                                  The tenth anniversary of the
Grant Date; or


 


(b)                                 The first anniversary of the
date the Optionee ceases to be a member of the Board, if the Optionee’s
employment is terminated by reason of death, Permanent Disability or retirement
from the Board on or after age 62 (unless earlier terminated as provided in Section 3.2(d) below);
or


 


(c)                                  Immediately upon the date the
Optionee ceases to be a member of the Board for any reason other than as
provided in Section 3.2(b) above; or


 





















 


(d)                                 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 merger,
consolidation, exchange, acquisition, 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 and the opportunity
to exercise the Option in full (whether or not otherwise exercisable, and to the
extent that the Option has then neither been previously 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 his
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.


 


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) of the Option exercise price for the shares
identified in Section 2.2 above, 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 Common 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
any 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.


 


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 or as may
otherwise be required by applicable law.


 


Section 4.5.   Rights as Stockholder


 


Except as
otherwise provided in Section 2.4 of this Agreement, 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 a certificate or certificates representing
such shares shall have been issued by the Company to such holder or, if the
Common Stock is listed on a national securities exchange, a book entry
representing such shares has been made by the registrar of the Company.


 


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 Option. 
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.


 


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.   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 5.3, 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 5.3. 
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 5.4.   Titles; Pronouns


 


Titles are
provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.  The masculine pronoun shall include the
feminine and neuter, and the singular the plural, where the context so
indicates.


 


Section 5.5.   Applicability of Plan


 


The Option and
the shares 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 5.6.   Amendment


 


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


 


Section 5.7.   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 5.8.   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 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 (10) days
of the petition therefore.  Either the
Company or the Optionee may
institute such arbitration proceeding by giving written notice to the other
party.  The arbitrator in New York or New
Jersey shall hold a hearing within thirty (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 (6) hours.  Each side
may file with the arbitrator one brief note in excess of thirty (30) pages,
excluding exhibits.  Each side shall have
no more that eight (8) hours to present its position to the
arbitrator.  The hearing shall be no more
that three (3) 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.


 


[Signatures on next page.]


 





















 


[Signature page to Non-Employee Director Stock
Option Agreement]


 


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


 


	
   

  	
  ROCKWOOD HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  



 


 


	
  Grant Date:

  	
   

  	
                     ,
  2005

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price: 

  	
   

  	
  $             

  
	
   

  	
   

  	
   

  
	
  Aggregate
  number of shares of Common Stock for which the Option granted hereunder is
  exercisable (100% of number of shares):