Exhibit 10.1


STOCK OPTION AGREEMENT


THIS AGREEMENT, dated as of May 16, 2007 is made by
and between Rockwood Holdings, Inc., a Delaware corporation (hereinafter
referred to as the “Company”), and [NAME]  an
employee of the Company or a Subsidiary (as defined below) or Affiliate (as
defined below) of the Company, hereinafter referred to as “Optionee”.


WHEREAS, the Company wishes to afford the Optionee the
opportunity to purchase shares of its common stock, par value $0.01 per share
(the “Common Stock”);


WHEREAS, the Company wishes to carry out the Plan (as
hereinafter defined), the terms of which are hereby incorporated by reference
and made a part of this Agreement; and


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 Options provided for herein to the Optionee 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 issue said Options;


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 in the Plan or below unless
the context clearly indicates to the contrary.


Section
1.1.    — Affiliate


“Affiliate” shall mean, with respect to the Company,
any entity directly or indirectly controlling, controlled by, or under common
control with, the Company or any other entity designated by the Board of Directors
in which the Company or an Affiliate has an interest.


Section
1.2.    — Cause


“Cause” shall mean (i) the Optionee’s willful and
continued failure to perform duties, which are within the control of the
Optionee and consistent with such Optionee’s title and position, that is not
cured within 15 days following written notice of such failure, (ii) the
Optionee’s conviction of or plea of guilty or no contest to a (x) felony or (y)
crime involving moral turpitude, (iii) the Optionee’s willful malfeasance or
misconduct which is injurious to the Company or its Subsidiaries, other than in
a manner that is insignificant or inconsequential, (iv) a breach by Optionee of
the material terms of any non-compete, non-solicitation or confidentiality
covenants or agreements by which the Optionee may be bound, following notice of
such breach













(which notice may be oral or written) or (v) any
violation by the Optionee of any material written Company policy after written
notice of such breach, if such violation is shown by the Company to be
reasonably expected to result in material injury to the business, reputation or
financial condition of the Company.


Section
1.3.    — Change of Control


“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.


Section
1.4.   — Disability


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


Section
1.5.    — Grant Date


“Grant Date” shall mean May 16, 2007, the date on
which the Options provided for in this Agreement are granted.


Section
1.6.    — Group


“Group” shall mean two or more Persons acting together
as a partnership, limited partnership, syndicate or other group for the purpose
of acquiring, holding or disposing of securities of the Company.



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Section
1.7.   — Options


“Options” shall mean the Option (which shall, in part
and to the extent permitted by applicable law and as set forth on the signature
page hereto, be an “incentive stock option”, within the meaning of Section 422
of the Code) to purchase Common Stock granted under this Agreement.  To the extent that, for any reason, an Option
intended to be an incentive stock option does not qualify as an incentive stock
option, it shall be deemed an option that is not an incentive stock option.


Section
1.8.   — Person


“Person” shall mean “person”, as such term is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (or any successor section thereto).


Section
1.9.    — Plan


“Plan” shall mean the Amended and Restated 2005 Stock
Purchase and Option Plan of Rockwood Holdings, Inc. and Subsidiaries.


Section
1.10.    — Retirement


“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 full years.


Section
1.11.    — Secretary


“Secretary” shall mean the Secretary of the Company.


ARTICLE II


GRANT OF OPTIONS


Section
2.1.    — Grant of Options


For good and valuable consideration, 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 Options shall be $31.73 per share without
commission or other charge (which is the fair market value per share of the
Common Stock on the Grant Date).



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Section
2.3.    — No Guarantee of
Employment


Nothing in this Agreement or in the Plan shall confer
upon the Optionee any right to continue in the employ of the Company or any
Subsidiary or Affiliate or shall interfere with or restrict in any way the
rights of the Company and its Subsidiaries or Affiliates, which are hereby
expressly reserved, to terminate the employment of the Optionee at any time for
any reason whatsoever, with or without cause.


Section
2.4.    — Adjustments in
Options Pursuant to Merger, Consolidation, etc.


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.    — Commencement of
Exercisability


(a)            So long as the
Optionee continues to be employed by the Company or its Subsidiaries, the
Option shall become exercisable pursuant to the following schedule:




	
  Date Option

  Becomes Exercisable

  	
   

  	
   

  	
   

  	
  Percentage of Option

  Shares Granted As to Which

  Option Is Exercisable

  	
   

  
	
  December 31,
  2007

  	
   

  	
  33
  1/3%

  	
   

  
	
  December 31,
  2008

  	
   

  	
  66
  2/3%

  	
   

  
	
  December 31, 2009

  	
   

  	
  100%

  	
   

  






 


(b)           Notwithstanding the
foregoing, the Option shall become immediately exercisable as to 100% of the
shares of Common Stock subject to such Option as follows (but only to the
extent such Option has not otherwise terminated or become exercisable): (i)
immediately prior to a Change of Control, but only if such an event occurs
after the six-month



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period commencing on the Grant Date; or (ii) in the
event the Optionee’s employment is terminated as a result of the Optionee’s
death or Disability.


(c)           Notwithstanding the
foregoing, the Option shall become immediately exercisable as to 50% of the
shares of Common Stock subject to such Option (but only to the extent such
Option has not otherwise terminated or become exercisable) immediately prior to
a Change of Control that occurs during the six-month period commencing on the
Grant Date.


(d)           Notwithstanding the
foregoing, no Option shall become exercisable as to any additional shares of
Common Stock (which do not otherwise become exercisable in accordance with
Section 3.1(a) or (b) above) following the termination of employment of the
Optionee for any reason and any Option, which is non-exercisable as of the
Optionee’s termination of employment, shall be immediately cancelled.


Section
3.2.    — Expiration of
Options


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


(a)           The seventh
anniversary of the Grant Date, so long as the Optionee remains employed through
such anniversary; or


(b)           The seventh
anniversary of the Grant Date, if the Optionee’s employment is terminated by
reason of Retirement;


(c)           The first
anniversary of the date of the Optionee’s termination of employment due to the
Optionee’s death or Disability; or


(d)           Ninety (90) days
after an Optionee’s termination of employment by the Company for any reason,
other than due to the Optionee’s Disability or for Cause, or by the Optionee
for any reason; or


(e)           Immediately upon
termination, if the Optionee’s employment is terminated by the Company for
Cause; or


(f)            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
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 if the Option has then neither
been fully exercised nor become unexercisable under this Section 3.2.



 5
 









ARTICLE IV


EXERCISE OF OPTIONS


 


Section
4.1.    — Person Eligible to
Exercise


During the lifetime of the Optionee, only he 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) for the shares 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 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 all amounts which, under federal, state or local law, it is required
to withhold upon exercise of the Option; and



 6
 









(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.


In
addition to the foregoing, the Optionee may, in the Committee’s good faith
discretion, make payment of the exercise price (as required in Section 4.3(b)
above) in shares of Common Stock that the Optionee has held for at least six
months or otherwise pursuant to an irrevocable broker loan program established
by the Committee; and may also pay any taxes required to be withheld and paid
upon any exercise (as required in Section 4.3(d) above) pursuant to an
irrevocable broker loan program established by the Committee.


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.


Section
4.5.    — Rights as
Stockholder


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 certificates representing such shares shall have been issued
by the Company to such holder.



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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 Options.  In its absolute discretion, the Board of
Directors 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.    — Options Not
Transferable


Neither the Options 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.    — Shares to Be
Reserved


The Company shall at all times during the term of the
Options reserve and keep available such number of shares of stock as will be
sufficient to satisfy the requirements of this Agreement.


Section 5.4.    — 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
5.4, 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 5.4.  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
5.5.    — Titles



 8
 









Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.


Section
5.6.    — Applicability of
Plan


The Options and the shares of Common Stock issued to
the Optionee upon exercise of the Options shall be subject to all of the terms
and provisions of the Plan, to the extent applicable to the Options and such
shares.  In the event of any conflict
between this Agreement and the Plan, the terms of the Plan shall control.


Section
5.7.    — 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
5.8.    — 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
5.9.    — 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 in New York 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 ten days of the petition
therefor.  Either the Company or the Optionee  may institute such arbitration proceeding by giving written
notice to the other party.  The
arbitrator shall hold a hearing within 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
six hours.  Each side may file with the
arbitrator one brief, not in excess of 30 pages, excluding exhibits.  Each side shall have no more than eight hours
to present its position to the arbitrator. 
The hearing shall be no more than three 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.]



 9
 









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


	
  

  	
   

  	
  ROCKWOOD HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee’s Taxpayer Identification Number:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ; of which

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   shall be incentive stock options and

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   shall be non-qualified stock options.

  	
   

  	
   

  



 



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