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Exhibit 10.11    
    


Exhibit A  


 
 

AMENDED AND RESTATED
  2003 STOCK PURCHASE AND OPTION PLAN
  FOR ROCKWOOD HOLDINGS, INC.    
    


	1.
	Purpose of Plan




        This
Amended and Restated 2003 Stock Purchase and Option Plan for Rockwood Holdings, Inc. and Subsidiaries (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 Paragraph 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. 


        (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 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.
Any options that are granted as Incentive Stock Options 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 the 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 








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; provided that the price of any Restricted Stock may not be less than the par value of the
Common 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. Subject to Section 9, Restricted Stock may not have a restriction period of less than
6 months. 


        (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. Other
Stock-Based Grants may be granted with or without consideration. 



	6.
	Limitations and Conditions



        (a)   The
number of Shares available for Grants under this Plan shall be 70,000 shares of the authorized Common Stock as of the effective date of the Plan. The number of
Shares subject to Grants under this Plan to any one Participant shall not be more than $5 million worth of the Shares (using the fair market value of the Shares on the date this Plan is
adopted). 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. 



        (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 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. 


        (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 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, 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. 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 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    , 2000

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









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Exhibit 10.11


AMENDED AND RESTATED 2003 STOCK PURCHASE AND OPTION PLAN FOR ROCKWOOD HOLDINGS, INC.