Exhibit 10.2


PERFORMANCE
RESTRICTED STOCK UNIT AWARD AGREEMENT


THIS AGREEMENT (the “Agreement”), is made, effective as of May 16, 2007 (the “Grant Date”) between Rockwood Holdings, Inc., a Delaware
corporation (hereinafter called the “Company”), and
[NAME], an employee of the Company or an Affiliate (as defined below) of the
Company, hereinafter referred to as the “Employee”.


WHEREAS, the Company desires to grant the Employee a
performance restricted stock unit award as provided for hereunder (the “Performance Restricted Stock Unit Award”), ultimately
payable in shares of common stock, par value $0.01 per share (the “Common Stock”),
pursuant to the Amended and Restated 2005 Stock Purchase and Option Plan of
Rockwood Holdings, Inc. and Subsidiaries 
(the “Plan”), the terms of which are
hereby incorporated by reference and made a part of this Agreement (capitalized
terms not otherwise defined herein (including Appendix A) shall have the same
meanings as in the Plan);


WHEREAS, the committee of the Company’s board of
directors 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 shares of Common Stock provided for
herein to the Employee as an incentive for increased efforts during his term of
office with the Company or its Subsidiaries or Affiliates, and has advised the
Company thereof and instructed the undersigned officers to grant said
Performance Restricted Stock Unit Award;


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:


1.             Grant of the
Performance Restricted Stock Units. 
Subject to the terms and conditions of the Plan and the additional terms
and conditions set forth in this Agreement, the Company hereby grants to the
Employee the opportunity to vest in up to [insert 200% of target number of
RSUs] Performance Restricted Stock Units (the “Maximum RSUs”),
of which [insert 100% of target number of RSUs] Performance Restricted Stock
Units represent your “Target RSUs.”  An “RSU” or a “Performance Restricted
Stock Unit” represents the right to receive one share of Common
Stock.  The Performance Restricted Stock
Units shall vest and become nonforfeitable in accordance with Section 2 hereof.


2.             Vesting. The
vesting of the Performance Restricted Stock Units Award shall be subject to the
satisfaction of the conditions set forth in both subsection (a) and subsection
(b) of this Section 2:


(a)           Service Vesting
Requirement.


(i)            Unless otherwise provided in this Agreement, so long as the
Employee continues to be employed by the Company or its Subsidiaries, on December 31,
2009 (such date, the “Vesting Date”),
the Employee shall become vested in a number of Performance Restricted Stock
Units (not to exceed the number set forth in Section 1 above) determined based
on the formulas set forth in Section 2(b) below.  Promptly after the Determination Date (as
such term is defined in Section 2(b)(iii) below) (but in no event later than
December 31 of the year in which the Vesting Date occurs) the Company shall
distribute to the 













Employee a
number of shares of Common Stock equal to the number of Performance Restricted
Stock Units that become vested in accordance with Section 2(b) hereof.  Any number of Performance Restricted Stock
Units that do not become vested in accordance with Section 2(b) hereof (to the
extent not already previously forfeited pursuant to Section 2(a)(iii) below)
shall, effective as of the Vesting Date, be forfeited by the Employee without
consideration and this Agreement shall terminate without payment in respect
thereof.


(ii)           If, prior to the Vesting Date, the Employee’s employment
with the Company and its Subsidiaries is terminated for any reason by the
Employee (other than due to the Employee’s death, Disability or Retirement) or
by the Company and its Subsidiaries for Cause, then the Performance Restricted
Stock Units shall be forfeited by the Employee without consideration and this
Agreement shall terminate without payment in respect thereof.


(iii)          If, prior to the Vesting Date, the Employee’s employment with
the Company and its Subsidiaries is terminated by the Company and its
Subsidiaries other than for Cause or due to the Employee’s death, Disability or
Retirement, then this Agreement shall remain outstanding and, on the Vesting
Date, the Performance Restricted Stock Units shall become vested as to a number
of shares of Common Stock equal to the product of (i) the number of Performance
Restricted Stock Units in which the Employee would have become vested pursuant
to Section 2(b) below, if the Employee had remained employed with the Company
through the Vesting Date, and (ii) a fraction, the numerator of which is equal
to the number of days between (and including) the Grant Date and the date such
employment so terminates, and the denominator of which is equal to 1097 (such
fraction, the “Proration Factor”); provided, however, that the Employee shall not receive
distribution of the shares of Common Stock equal to the number of Performance
Restricted Stock Units that become vested under this Section 2(a)(iii) until
the Vesting Date.


(b)             Performance Vesting Requirement. The
Performance Restricted Stock Unit Award shall, so long as the Employee remains
employed with the Company or its Subsidiaries through the Vesting Date (or the
provisions of Section 2(a)(iii) otherwise apply), vest on the Vesting Date as
follows:


(x) up to 70% of the Maximum RSUs awarded hereunder (the “EBITDA RSUs”) shall become vested if and to the extent that
the Company’s Adjusted EBITDA is increased above $569.7 million, on an
annualized basis, over the three-calendar year period commencing on January 1,
2007 and ending on December 31, 2009 (the “Performance Period”),
by certain specified percentages as set forth on Schedule I attached hereto and
incorporated by reference herein (such increase, the “Annualized
EBITDA Growth”); and


(y) up to the remaining 30% of the Maximum RSUs (the “EPS RSUs”) awarded hereunder shall become vested if and to
the extent that the Company’s Diluted Earnings Per Share is increased above
$1.36, on an annualized basis, over the Performance Period, by certain
specified percentages as set forth on Schedule 2 attached hereto and
incorporated by reference herein (such increase, the “Annualized
EPS Growth”).



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(i)  The EBITDA RSUs shall vest based
upon the achievement by the Company of the applicable Annualized EBITDA Growth
in respect of the Performance Period as set forth on Schedule I.


(ii)  The EPS RSUs shall vest based
upon the achievement by the Company of the applicable Annualized EPS Growth in
respect of the Performance Period as set forth on Schedule II.


(iii)          Whether and to what
extent the EBITDA RSUs and/or the EPS RSUs have become vested shall be
determined by the Committee at its first meeting after the Financial Statement
Approval Date following the end of the Performance Period (the “Determination Date”), upon the Committee’s certification of
the Company’s achievement of the applicable performance goals set forth in
Sections 2(b)(i) and (ii) above.


(c)           Effect of Change
of Control.  Notwithstanding anything
set forth in Section 2(a) or (b) above, if there occurs a Change of Control
prior to the Vesting Date and:


(i)            the Employee is
still employed with the Company or its Subsidiaries upon the occurrence of such
Change of Control, the Performance Restricted Stock Units shall immediately
vest and become converted into the right to receive a cash payment equal to the
product of (x) the total number of Target RSUs and (y) the price per share paid
for one share of Common Stock in the Change of Control transaction (such
payment, the “CIC Cashout Amount”), which
amount shall be payable on the Vesting Date; provided, however,
that if, on or after the Change of Control but prior to the Vesting Date, (A)
the Employee’s employment is terminated by the Company and its Subsidiaries
without Cause or by the Employee for Good Reason, the timing of the payment of
the amount otherwise due and payable under this Section 2(c) shall be
accelerated and shall be paid to the Employee within ten (10) business days
after the date of such termination of employment; or (B) the Employee’s employment
with the Company and its Subsidiaries is terminated by the Company and its
Subsidiaries for Cause or by the Employee for any reason (other than due to the
Employee’s death, Disability, Retirement or by the Employee for Good Reason),
then the Performance Restricted Stock Units and the right to receive any cash
as set forth in this Section 2(c) shall be forfeited by the Employee without
consideration and this Agreement shall terminate without payment in respect
thereof; or


(ii)           the Employee has
ceased to be employed with the Company or its Subsidiaries prior to such Change
of Control under circumstances set forth in Section 2(a)(iii) above, the
Employee shall, in lieu of the shares of Common Stock otherwise distributable
pursuant to Section 2(a)(iii) on the Vesting Date, instead be entitled to
receive a cash payment, payable on the Vesting Date, equal to the product of
(x) the CIC Cashout Amount and (y) the Proration Factor.


(d)           For purposes of this
Agreement, capitalized terms not otherwise defined above or below, or in the
Plan, shall have the meanings set forth in Appendix A attached to this
Agreement and incorporated by reference herein.


3.             Dividend
Equivalents.  With respect to each
cash dividend or distribution (if any) paid with respect to Common Stock to
holders of record on and after the Grant Date, the 



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Employee shall be entitled to receive a number of shares of Common
Stock, in an amount equal to the product of (i) the amount of such dividend or
distribution paid with respect to one share of Common Stock, multiplied by (ii)
the number of vested Performance Restricted Stock Units then held by the
Employee (plus any number of shares of Common Stock previously paid in respect
of any other cash dividend or distribution), at such time as the Employee
receives a distribution of shares of Common Stock pursuant to the applicable
provision of Section 2 above.  In the
event of any stock dividend, the provisions of Section 8 of the Plan shall
apply to this Performance Restricted Stock Unit Award.


4.             Limitation on
Obligations.  The Company’s
obligation with respect to the Performance Restricted Stock Units granted
hereunder is limited solely to the delivery to the Employee of shares of Common
Stock on the date when such shares are due to be delivered hereunder, and in no
way shall the Company become obligated to pay cash in respect of such
obligation.  This Performance Restricted
Stock Unit Award shall not 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 this Agreement.


5.               Rights as a
Stockholder.  The Employee shall not
have any rights of a common stockholder of the Company unless and until the
Employee becomes entitled to receive the shares of Common Stock pursuant to
Section 2 above.  As soon as practicable
following the date that the Employee becomes entitled to receive the shares of
Common Stock pursuant to Section 2, certificates for the Common Stock shall be
delivered to the Employee or to the Employee’s legal guardian or
representative.


6.             Transferability.  The Performance Restricted Stock Units shall
not be subject to alienation, garnishment, execution or levy of any kind, and
any attempt to cause any such awards to be so subjected shall not be
recognized.  The shares of Common Stock
acquired by the Employee pursuant to Section 2 of this Agreement may not at any
time be transferred, sold, assigned, pledged, hypothecated or otherwise
disposed of unless such transfer, sale, assignment, pledge, hypothecation or
other disposition complies with applicable securities laws.


7.               Purchaser’s
Employment by the Company.   Nothing
contained in this Agreement obligates the Company or any Subsidiary to employ
the Employee in any capacity whatsoever or prohibits or restricts the Company
(or any Subsidiary) from terminating the employment, if any, of the Employee at
any time or for any reason whatsoever, with or without Cause, and the Employee
hereby acknowledges and agrees that neither the Company nor any other Person
has made any representations or promises whatsoever to the Employee concerning
the Employee’s employment or continued employment by the Company or any
Affiliate thereof.


8.             Change in
Capitalization.  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 provisions of Section 8 shall
govern the treatment of this Performance Restricted Stock Unit Award.


9.             Withholding.   It shall be a condition of the obligation of
the Company upon delivery of Common Stock to the Employee pursuant to Section 2
above that the Employee



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pay to the Company such amount as may be requested by the Company for
the purpose of satisfying any liability for any federal, state or local income
or other taxes required by law to be withheld with respect to such Common
Stock.  The Company shall be authorized
to take such action as may be necessary, in the opinion of the Company’s
counsel (including, without limitation, withholding Common Stock otherwise
deliverable to the Employee hereunder and/or withholding amounts from any
compensation or other amount owing from the Company to the Employee), to
satisfy the obligations for payment of the minimum amount of any such
taxes.  In addition, if the Company’s
accountants determine that there would be no adverse accounting implications to
the Company, the Employee may be permitted to elect to use Common Stock
otherwise deliverable to the Employee hereunder to satisfy any such
obligations, subject to such procedures as the Company’s accountants may
require.  The Employee is hereby advised
to seek his own tax counsel regarding the taxation of the grant of Performance
Restricted Stock Units made hereunder.


10.             Securities Laws.  Upon the delivery of any Common Stock to the
Employee, the Company may require the Employee to make or enter into such
written representations, warranties and agreements as the Committee may
reasonably request in order to comply with applicable securities laws or with
this Agreement.  The delivery of the
Common Stock hereunder shall be subject to all applicable laws, rules and
regulations and to such approvals of any governmental agencies as may be
required.


11.           Section 409A of
the Code.  In the event that it is
reasonably determined by the Company that , as a result of the deferred
compensation tax rules under Section 409A of the Internal Revenue Code of 1986,
as amended (and any related regulations or other pronouncements thereunder) (“the
Deferred Compensation Tax Rules”),
benefits that the Employee is entitled to under the terms of this Agreement may
not be made at the time contemplated by the terms hereof or thereof, as the
case may be, without causing Employee to be subject to tax under the Deferred
Compensation Tax Rules, the Company shall, in lieu of providing such benefit
when otherwise due under this Agreement, instead provide such benefit on the
first day on which such provision would not result in the Employee incurring
any tax liability under the Deferred Compensation Tax Rules; which day, if the
Employee is a “specified employee” within the meaning of the Deferred
Compensation Tax Rules, may, in the event the benefit to be provided is due to
the Employee’s separation from service with the Company and its Subsidiaries,
shall be the first day following the six-month period beginning on the date of
such separation from service.


12.           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 Employee shall be addressed to him
at the address given beneath his signature hereto.  By a notice given pursuant to this Section
12, 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 Employee shall, if the Employee is then deceased,
be given to the Employee’s personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 12.  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



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13.           Governing Law.  The laws of the State of Delaware (or if the
Company reincorporates in another state, the laws of that state) 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.


15.           Performance Restricted Stock Unit
Award Subject to Plan.   The
Performance Restricted Stock Unit Award shall be subject to all applicable
terms and provisions of the Plan, to the extent applicable to the Common
Stock.   In the event of any conflict
between this Agreement and the Plan, the terms of the Plan shall control.


14.           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.]



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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement effective as of the date hereof.


	
  

  	
  ROCKWOOD HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME]

  



 



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Appendix
A


Definitions


“Adjusted EBITDA” shall mean:  “Consolidated
EBITDA” as defined in the Credit Agreement dated as of July 30, 2004 among
Rockwood Specialties Group, Inc., Rockwood Specialties Limited, Rockwood
Specialties International, Inc., the lenders party thereto, Credit Suisse First
Boston, acting through its Cayman Islands Branch, as administrative agent and
collateral agent, and UBS Securities LLC and Goldman Sachs Credit Partners
L.P., as co-syndication agents thereunder, filed as Exhibit 10.1 to Rockwood
Specialties Group, Inc.’s Report on Form 8-K filed with the Securities and
Exchange Commission on August 4, 2004 (“Credit Agreement”), except that, for
the purposes of this Agreement, any component of the Consolidated EBITDA that
is translated in currencies other than United States dollars shall be converted
using exchange rates of  €1.00 to $1.30
(USD) and £1.00 to $1.90 (USD).


“Change of Control” shall mean: (i) sales of all or substantially all
of the assets of the Company to a Person who is not Kohlberg Kravis Roberts
& Co. Ltd (“KKR”) or an affiliate of KKR (collectively, the “KKR
Partnerships”), (ii) a sale by KKR or any of its respective affiliates
resulting in more than 50% of the voting stock of the Company being held by a
Person or Group  that does not
include KKR or any of its respective affiliates, or (iii) a merger, consolidation,
recapitalization or reorganization of the Company with or into another Person
which is not an affiliate of KKR; if, and only if, as a result of any of the
foregoing events in clauses (i), (ii) or (iii) above, the KKR Partnerships lose
the ability, without the approval of any Person (applicable to the respective
foregoing events in clauses (i), (ii) or (iii) above) who is not an affiliate
of KKR, to elect a majority of the Board of Directors (or the board of
directors of the resulting entity). 
Notwithstanding the foregoing, if any of the transactions described in
clauses (i), (ii) or (iii) of the preceding sentence shall occur and the other
Person involved in such transaction (or its ultimate parent entity) is an
operating company controlled by KKR or an affiliate of KKR prior to such
transaction (an “Alternate KKR Entity”), then the determination of whether a
change of control has occurred shall be made by determining whether an event
set forth in clauses (i), (ii) or (iii) above has occurred (including the
ability to elect a majority of the Board or the board of directors of the
resulting entity) if the Alternate KKR Entity is treated as being unaffiliated
with KKR and by treating the voting power of the Alternate KKR Entity in the
Company (or the resulting entity) as if it were held by a Person unaffiliated
with KKR.


“Diluted Earnings Per Share” shall mean the diluted earnings per share
of the Common Stock, as reported in the Company’s audited financial statements
included in the Company’s Form 10-K filed with the Securities Exchange
Commission in respect of the applicable fiscal year of the Company.


“Disability” shall mean a determination, made at the request of the
Employee or upon the reasonable request of the Company set forth in a notice to
the Employee, by a physician selected by the Company and the Employee, that the
Employee 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.



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“Financial Statement Approval Date” shall mean the date on which the
audited financial statements of the Company for any given fiscal year of the
Company have been finally approved by the auditing firm engaged by the Company
to review such statements (which approval shall in no event occur later than
March 31 of the calendar year immediately following the applicable fiscal year
of the Company).


“Good Reason” shall mean
without the Employee’s consent, (i) a reduction in the Employee’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 Employee’s base
salary in any 12 month period), (ii) a substantial reduction in the Employee’s
duties and responsibilities, which continues beyond 15 days after written
notice by the Employee to the Company of such reduction, (iii) the elimination
or reduction of the Employee’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 Employee’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 Employee 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 Employee within 15 days after the date such payment becomes due.


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



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