Exhibit 10.46


 


SUPPLEMENTARY SAVINGS PLAN OF ROCKWOOD SPECIALTIES
INC.


 


(As Amended and Restated Effective January 1,
2009)


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  2

  
	
  ARTICLE II - Definitions

  	
  2

  
	
  2.1

  	
  “Account”

  	
  2

  
	
  2.2

  	
  “Affiliate”

  	
  2

  
	
  2.3

  	
  “Beneficiary”

  	
  2

  
	
  2.4

  	
  “Board”

  	
  2

  
	
  2.5

  	
  “Code”

  	
  2

  
	
  2.6

  	
  “Committee”

  	
  2

  
	
  2.7

  	
  “Company”

  	
  3

  
	
  2.8

  	
  “Compensation”

  	
  3

  
	
  2.9

  	
  “Effective Date”

  	
  3

  
	
  2.10

  	
  “Eligible Employee”

  	
  3

  
	
  2.11

  	
  “Employer”

  	
  3

  
	
  2.12

  	
  “Grandfathered Portion”

  	
  3

  
	
  2.13

  	
  “Matching Account”

  	
  3

  
	
  2.14

  	
  “Matching Credits”

  	
  3

  
	
  2.15

  	
  “Non-Grandfathered Portion”

  	
  3

  
	
  2.16

  	
  “Participant”

  	
  3

  
	
  2.17

  	
  “Plan”

  	
  3

  
	
  2.18

  	
  “Plan Year”

  	
  3

  
	
  2.19

  	
  “Profit Sharing/401(k) Plan”

  	
  3

  
	
  2.20

  	
  “401(k) Matching Contribution”

  	
  3

  
	
  2.21

  	
  “401(k) Salary Deferral
  Contributions”

  	
  4

  
	
  2.22

  	
  “Profit Sharing Annual
  Contribution”

  	
  4

  
	
  2.23

  	
  “Money Purchase Annual
  Contribution”

  	
  4

  
	
  2.24

  	
  “Salary Deferral Account”

  	
  4

  
	
  2.25

  	
  “Salary Deferral Agreement”

  	
  4

  
	
  2.26

  	
  “Salary Deferral Credits”

  	
  4

  
	
  2.27

  	
  “Seconded Employees”

  	
  4

  
	
  2.28

  	
  “Section 409A”

  	
  4

  
	
  2.29

  	
  “Separation from Service”

  	
  4

  
	
  2.30

  	
  “Statutory Limitations”

  	
  4

  
	
  2.31

  	
  “Termination”

  	
  4

  
	
  2.32

  	
  “Unforeseeable Emergency”

  	
  4

  
	
  ARTICLE
  III - Participation

  	
  5

  
	
  3.1

  	
  Eligibility to Participate

  	
  5

  
	
  3.2

  	
  Enrollment

  	
  5

  
	
  3.3

  	
  Deferral of Compensation

  	
  5

  
	
  ARTICLE
  IV - Accounts

  	
  6

  
	
  4.1

  	
  Maintenance of Accounts

  	
  6

  
	
  4.2

  	
  Salary Deferral Credits

  	
  6

  
	
  4.3

  	
  Matching Credits

  	
  6

  
	
  4.4

  	
  Interest Credits

  	
  7

  



 


i

















 


Table of Contents


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Vesting

  	
  7

  
	
  4.6

  	
  Quarterly Statements

  	
  7

  
	
  ARTICLE V
  - Payments

  	
  7

  
	
  5.1

  	
  Methods of Payment

  	
  7

  
	
  5.2

  	
  Commencement of Benefits

  	
  8

  
	
  5.3

  	
  Death Benefits

  	
  8

  
	
  5.4

  	
  Hardship

  	
  8

  
	
  5.5

  	
  Tax Increases

  	
  8

  
	
  5.6

  	
  Tax Withholding

  	
  8

  
	
  5.7

  	
  Restriction on Commencement of
  Distributions under Section 409A

  	
  8

  
	
  5.8

  	
  Treatment of Installments under
  Section 409A

  	
  9

  
	
  ARTICLE
  VI - Determination of Benefits, Claims Procedure and Administration

  	
  9

  
	
  6.1

  	
  Determination

  	
  9

  
	
  6.2

  	
  Interpretation

  	
  9

  
	
  6.3

  	
  Reports

  	
  9

  
	
  6.4

  	
  No Liability

  	
  9

  
	
  ARTICLE
  VII - General Provisions

  	
  10

  
	
  7.1

  	
  Designation of Beneficiary

  	
  10

  
	
  7.2

  	
  Amendment and Termination

  	
  10

  
	
  7.3

  	
  No Contract of Employment

  	
  10

  
	
  7.4

  	
  Nonalienation of Benefits

  	
  10

  
	
  7.5

  	
  Corporate Successors

  	
  10

  
	
  7.6

  	
  Unfunded Plan

  	
  11

  
	
  7.7

  	
  Governing Law

  	
  11

  
	
  7.8

  	
  Payments to Incompetents or Minors

  	
  11

  
	
  7.9

  	
  Partial Invalidity

  	
  11

  



 


ii

















 


SUPPLEMENTARY SAVINGS PLAN OF ROCKWOOD SPECIALTIES
INC.


 


(As Amended and Restated Effective January 1,
2009)


 


ARTICLE I


 


Rockwood
Specialties Inc. (formerly Laporte Inc.) (the “Company”) adopted the
Supplementary Savings Plan of Rockwood Specialties Inc. (formerly the Supplementary
Savings Plan of Laporte Inc.) (the “Plan”), effective July 1, 1990, in
order to provide supplemental retirement benefits to certain of its management and
highly compensated employees whose benefits under the Profit-Sharing/401(k) Plan
of Rockwood Specialties Inc. (formerly the Profit-Sharing/401(k) Plan of
Laporte Inc.) (the “Profit Sharing/401(k) Plan”) and/or the Rockwood
Specialties Inc. Money Purchase Pension Plan (formerly the Laporte Inc. Money
Purchase Pension Plan) (the “Money Purchase Pension Plan”) are restricted as a
result of the limitations imposed by Sections 401(a)(17), 401(k)(3), 401(m)(2),
402(g)(1) and 415 of the Code, or who are otherwise ineligible to
participate in the Profit Sharing Plan or the Money Purchase Pension Plan.  The Plan was subsequently amended and
restated in its entirety effective December 15, 1993, January 1, 1996
and December 30, 1997.  The Plan is
hereby further amended and restated in its entirety effective as of the “Effective
Date” (as defined herein).  The benefits,
if any, of an Eligible Employee who terminated employment prior to the
Effective Date shall be determined in accordance with the provisions of the
Plan as in effect as of such termination date.


 


ARTICLE II


 


Definitions


 


Where
the following terms appear in this Plan, they shall have the respective
meanings set forth in the ARTICLE II, unless the context clearly indicates to
the contrary:


 


2.1                               “Account” means the Salary Deferral
Account and Matching Account maintained by the Committee to reflect the accrued
benefit of a Participant under the Plan.


 


2.2                               “Affiliate”
means any entity that is a member of a controlled group of corporations of
a group of trades or businesses under common control (as such terms are defined
in Section 414(b) and (c) of the Code), of which the Company is
a member.


 


2.3                               “Beneficiary”
means the person or persons entitled to receive benefits under the Plan after
the death of a Participant pursuant to Section 7.1 hereof.


 


2.4                               “Board”
means the Board of Directors of the Company.


 


2.5                               “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
regulations issued thereunder.


 


2.6                               “Committee”
means the committee appointed by the Board to administer the Plan.


 

















 


2.7                               “Company”
means Rockwood Specialties Inc. (formerly Laporte Inc.), a Delaware
corporation, and its successors.


 


2.8                               “Compensation”
means the amount of compensation that (i) would be available for elective
deferral under the Profit Sharing Plan if the limitations of Sections
401(a)(17) and 402(g) of the Code were not imposed or (ii) would be
eligible for determining contributions under the Money Purchase Pension Plan if
the limitations of Section 401(a)(17) were not imposed, as applicable.


 


2.9                               “Effective
Date” means January 1, 2009.


 


2.10                        “Eligible
Employee” means a management or highly compensated employee of an
Employer (i) who is eligible to participate in the Profit Sharing Plan
and/or the Money Purchase Pension Plan, but whose contributions are limited by
the Statutory Limitations, or who is a Seconded Employee, and (ii) who is
selected by the Committee to participate in the Plan.


 


2.11                        “Employer”
means the Company and each Affiliate that is a participating employer under the
Profit Sharing Plan and/or the Money Purchase Pension Plan and that has elected,
with the consent of the Company, to be a participating employer under this
Plan.


 


2.12                        “Grandfathered
Portion” of a Participant’s Account means the amounts that were
credited to a Participant’s Account as of December 31, 2004, to the extent
vested as of that date, plus earnings credited with respect to such amounts
under Section 4.4 less withdrawals of such amounts under Article V.  The Company shall separately account for the
Grandfathered Portion of a Participant’s Account.


 


2.13                        “Matching
Account” means the portion of a Participant’s Account derived from
Matching Credits.


 


2.14                        “Matching
Credits” means the amount credited to a Participant’s Account pursuant
to Section 4.3.


 


2.15                        “Non-Grandfathered
Portion” of a Participant’s Account means the entire amount of the
Participant’s Account other than the Grandfathered Portion of the Account.


 


2.16                        “Participant”
means an Eligible Employee who has enrolled in the Plan in accordance with Section 3.2.


 


2.17                        “Plan”
means the Supplementary Savings Plan of Rockwood Specialties, Inc., as set
forth herein and as amended and restated from time to time.


 


2.18                        “Plan
Year” means the calendar year.


 


2.19                        “Profit
Sharing/401(k) Plan” means the Profit-Sharing/401(k) Plan for
Employees of Rockwood Specialties, Inc.


 


2.20                        “401(k) Matching
Contribution” means the matching contributions made by an Employer on
behalf of a Participant under the Profit Sharing/401(k) Plan.


 


3

















 


2.21                        “401(k) Salary
Deferral Contributions” means the pre-tax, salary deferral
contributions made by the Employer to the Profit Sharing/401(k) Plan on
behalf of a Participant pursuant to the Participant’s election.


 


2.22                        “Profit
Sharing Annual Contribution” means the discretionary annual
contribution (0% to 4% of compensation) made by the Employer on behalf of the
Participant to the Profit Sharing/401(k) Plan based upon the Participant’s
participating Company’s profitability for that fiscal year.


 


2.23                        “Money
Purchase Annual Contribution” means the non-discretionary annual
contribution of 3% of compensation made by the Employer on behalf of the
Participant to the Money Purchase Pension Plan.


 


2.24                        “Salary
Deferral Account” means the portion of a Participant’s Account derived
from Salary Deferral Credits.


 


2.25                        “Salary
Deferral Agreement” means an agreement entered into between an Eligible
Employee and an Employer whereby the Eligible Employee agrees to become a
Participant in the Plan and to defer a portion of his or her Compensation under
this Plan pursuant to the provisions of Section 3.3.


 


2.26                        “Salary
Deferral Credits” means the amount credited to a Participant’s Account
pursuant to Section 4.2.


 


2.27                        “Seconded
Employees” means those employees of the Employer who are only eligible
to make salary deferrals under the Profit Sharing Plan and/or the Money
Purchase Pension Plan because they participate in a non-United States pension
plan sponsored by the Employer.


 


2.28                        “Section 409A”
means Section 409A of the Code.


 


2.29                        “Separation
from Service” means a Participant’s separation from service with the
Company and its Affiliates within the meaning of Section 409A, applying
the “at least 50 percent” test for this purpose.


 


2.30                        “Statutory
Limitations” means the limitations imposed by Sections 401(a)(17),
401(k)(3), 401(m)(2), 402(g)(1) and 415 of the Code on the amount that may
be contributed to the Profit Sharing Plan and/or the Money Purchase Pension
Plan on behalf of an Eligible Employee.


 


2.31                        “Termination”
means the termination of a Participant’s employment with his or her Employer
for any reason.


 


2.32                        “Unforeseeable
Emergency” means a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant
or of a dependent (as defined in Section 152(a) of the Code) of the
Participant, loss of the Participant’s property due to casualty, or similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. 
The circumstances that will constitute an 


 


4

















 


Unforeseeable Emergency shall
be determined by the Committee depending upon the facts of each case.  Notwithstanding the foregoing, with respect
to the Non-Grandfathered Portion of a Participant’s Account, no event shall be
an Unforeseeable Emergency unless it qualifies as an “unenforceable emergency”
for purposes of Section 409A of the Code.


 


ARTICLE III


 


Participation


 


3.1                               Eligibility
to Participate.  The Committee,
in its sole discretion, shall select management or highly compensated employees
of the Employer, including Seconded Employees, as eligible to participate in
the Plan.  The Committee shall notify
such Eligible Employees of their eligibility as soon as practicable after the
Committee has made its selection.  The
Committee may revoke a Participant’s eligibility prospectively; however, such
revocation may not adversely affect such Participant’s rights hereunder with
respect to amounts previously credited to his or her Account.


 


3.2                               Enrollment.  Each Eligible Employee may become a
Participant in the Plan by filing with his or her Employer a fully completed
and executed Salary Deferral Agreement on which the Eligible Employee elects to
participate in the Plan and to defer a portion of his or her Compensation.  A Salary Deferral Agreement must be filed
with the Employer prior to the first day for the Plan Year to which it
relates.  If an Eligible Employee first
becomes an Eligible Employee after the first day of the Plan Year (and has not
previously become eligible to participate in another nonqualified account
balance deferred compensation plan maintained by the Company or any of its
Affiliates), his or her Salary Deferral Agreement must be filed with the
Employer within thirty (30) days after the date on which he or she first
becomes an Eligible Employee in order to participate in the Plan for such Plan
Year; however, such Salary Deferral Agreement shall only apple to Compensation
earned after the date the Salary Deferral Agreement has been filed with the Employer.  For Compensation that is earned based on a
specified performance period, such as an annual bonus, the Participant may not
defer more than an amount equal to the total amount of such Compensation paid
for the performance period multiplied by the ratio of the number of days
remaining in the performance period after the Salary Deferral Agreement is
filed over the total number of days in the performance period.


 


A
Salary Deferral Agreement shall be irrevocable and shall remain in full force
and effect for subsequent Plan Years unless modified or terminated by the
filing with the Employer of a new Salary Deferral Agreement.  A new Salary Deferral Agreement shall apply
only to Compensation earned by the Participant after the end of the Plan Year
in which it is filed with the Employer. 
Deferrals under this Plan may be cancelled because of an Unforeseeable
Emergency in accordance with the hardship rules set forth in Section 5.4.  If a Participant receives a distribution on
account of hardship from the Profit Sharing Plan and/or the Money Purchase
Pension Plan under circumstances requiring that deferrals under this Plan be terminated,
deferrals under this Plan shall be cancelled as may be required in connection
with such distribution.


 


3.3                               Deferral
of Compensation.  For each Plan
Year a Participant shall have the right to elect on his or her Salary Deferral
Agreement the percentage of the Participant’s 


 


5

















 


Compensation to defer for such
Plan Year, and to make the designations provided for in Section 5.1, in
the manner permitted by the Company.


 


A
Participant shall be permitted to defer Compensation under this Section 3.3
for a Plan Year only if he or she has elected to contribute a percentage of his
or her Compensation to the Profit Sharing Plan as a Profit Sharing Plan Salary
Deferral Contribution for such Plan Year and/or is eligible to receive a
contribution under the Money Purchase Pension Plan, and such contribution
cannot be made in its entirety because of the Statutory Limitations, provided
that this restriction shall not apply to Seconded Employees or any other
Participant’s prohibited from making or receiving contributions to the Profit
Sharing Plan and/or the Money Purchase Pension Plan.


 


ARTICLE IV


 


Accounts


 


4.1                               Maintenance
of Accounts.  The Employer and
the Committee shall maintain on the Employer’s books and records an Account for
each Participant (separately segregated to reflect the Grandfathered Portion
and Non-Grandfathered Portion of such Account) that shall be credited with any
credits and earnings pursuant to this Article IV and charged with payments
and forfeitures pursuant to Article V. 
Each Participant’s Account shall consist of a Salary Deferral Agreement
and a Matching Account.  The amount available
for payments shall be limited to the portion of the Account that is
vested.  The Employer or the Committee
may from time to time assess reasonable service charges against all or any
portion of the Accounts to defray costs associated with the implementation and
administration of the Plan.  Payments
under the Plan shall be charged against Accounts on the date on which the
payments are made and forfeitures shall be charged on the date of Termination.


 


4.2                               Salary
Deferral Credits.  As of the
Effective Date, the Salary Deferral Account of each Participant shall be equal
to the balance of the Participant’s Salary Deferral Account immediately prior
to the Effective Date.  Thereafter, the
Salary Deferral Account of each Participant shall be credited at the end of
each calendar quarter with Salary Deferral Credits equal to the amount of
Compensation deferred by the Participant with respect to the payroll periods
during such quarter pursuant to Section 3.3.


 


4.3                               Matching
Credits.  As of the Effective
Date, the Matching Account of each Participant shall be equal to the balance of
the Participant’s Matching Account immediately prior to the Effective
Date.  Thereafter, the Matching Account
of each Participant, other than a Participant who is a Seconded Employee, shall
be credited at the end of each calendar quarter during a Plan Year with a
Matching Credit in an amount equal to:


 


(A)                              the
amount of 401(k) Matching Contributions that would have been made by the
Employer on behalf of the Participant for the calendar quarter if (i) the
Profit Sharing/401(k) Plan Salary Deferral Contributions and 401(k) Matching
Contributions had not been restricted by the Statutory Limitations, and (ii) the
Participant had elected to contribute as Profit Sharing/401(k) Plan
Deferral Contributions the maximum permissible 


 


6

















 


amount (taking
into account the Statutory Limitations) plus the amount of Salary Deferral
Credits Actually elected under this Plan, minus


 


(B)                                the
maximum 401(k) Matching Contributions that would have been made by the
Employer on behalf of the Participant for such calendar quarter had the
Participant made the maximum permissible Profit Sharing/401(k) Plan Salary
Deferral Contributions.


 


In
addition to the matching contributions, the Employer shall make additional
credits to the Participant’s Matching Account based on the Profit Sharing
Annual Contribution and the Money Purchase Annual Contribution with respect to
Compensation above the Statutory Limitations.


 


4.4                               Interest
Credits.  As of the last day of
each calendar quarter, each Participant’s Account shall be credited with an
interest credit equal to (i) the Account balance on such date, multiplied
by (ii) one-fourth of the prime rate being charged by JP Morgan Chase on the
first day of the calendar quarter, as published in the Wall Street Journal.


 


4.5                               Vesting.  A Participant shall at all times be fully
vested in his or her Salary Deferral and Matching Accounts.


 


4.6                               Quarterly
Statements.  Statements
indicating the total amount credited to a Participant’s Account as of the last
day of each calendar quarter shall be furnished by the Committee to the
Participant not more than ninety (90) days after the end of each calendar
quarter and at such other time or times as the Committee may determine.


 


ARTICLE V


 


Payments


 


5.1                               Methods
of Payment.  A Participant shall
designate in his or her Salary Deferral Agreement whether his or her Account
balance shall be distributed in a single, lump sum payment or in approximately
equal quarterly installments for a period of three (3) years, five (5) years,
ten (10) years, fifteen (15) years, or twenty (20) years, (with the amount
of each quarterly installment to be determined by dividing the value of the
Participant’s Account on the applicable payment date by the number of remaining
installments).  Payment of the lump sum
or first quarterly installment shall be made on the date specified in Section 5.2.  With respect to the Grandfathered Portion of
a Participant’s Account, the Participant and the Employer may agree to change
the method of payment of his or her Account balance, if an additional service
agreement (“Additional Service Agreement”) is entered into by the Employer and
the Participant and such Additional Service Agreement is a bona fide written
agreement with the Employer which requires the Participant to provide
substantial services to the Employer for a reasonable period of time before
benefit payments commence.  With respect
to the Non-Grandfathered Portion of a Participant’s Account, the Participant
and the Employer may agree to change the method of payment of his or her
Account balance, provided that: (i) such agreement is made at least one
year prior to the date on which such Account balance is scheduled to be paid,
or in the case of installment payments, one year prior to the date on which the
affected installment is scheduled to 


 


7

















 


be paid, (ii) the
redesignated payment date for the Account balance or installment payment, as
the case may be, is no less than five years after the date on which such
Account balance or installment payment would otherwise be paid, and (iii) the
change in method of payment may not take effect until 12 months following the
date of the agreement making such change.


 


5.2                               Commencement
of Benefits.  With respect to the
Grandfathered Portion of a Participant’s Account, payment of such portion of
the Participant’s Account shall be made or shall commence on the last day of
the month in which the Participant’s employment terminates with the Company (whether
because of retirement or any other reason). 
With respect to the Non-Grandfathered Portion of a Participant’s
Account, payment of such portion shall be made or shall commence on the last
day of the month in which the Participant has a Separation from Service.


 


5.3                               Death
Benefits.  Upon the death of a
Participant prior to the distribution of the entire balance of his or her
Account, payment of the remaining balance in the Participant’s Account shall commence
as to the Participant’s Beneficiary within ninety (90) days of the date of
death in the form designated by the Participant; provided, however, that if the
Participant elected quarterly installments and the Committee has determined
that an Unforeseeable Emergency has occurred, the Committee may approve a
Beneficiary’s request for a single, lump sum payment.


 


5.4                               Hardship.  A Participant’s Account shall be distributed
according to Sections 5.1 and 5.2, except that a Participant may apply for and
receive a distribution of all or a portion of the vested balance in his or her
Account prior to the date the Account is otherwise payable if the Committee
determines that an Unforeseeable Emergency has occurred.  Payment may not be made to the extent that
the need caused by the Unforeseeable Emergency is or may be relieved through
reimbursement by insurance or otherwise, by reasonable liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or by cessation of deferrals under this
Plan or the Profit Sharing Plan and/or the Money Purchase Pension Plan.  Amounts shall only be distributed because of
an Unforeseeable Emergency to the extent reasonable necessary to address the
Unforeseeable Emergency.  Any payment
under this Section 5.4 will be made within ninety (90) days of the date of
the Committee’s determination.


 


5.5                               Tax
Increases.  Notwithstanding the
provisions of Section 5.1, in the event the Grandfathered Portion of a
Participant’s Accounts is being paid in installment payments, and during said
payout period Federal personal income tax rates for the highest marginal tax
rate are scheduled to increase by fifteen (15) or more percentage points, any
remaining installment payments from the Grandfathered Portion of such Accounts
shall be paid in a lump sum at a date determined by the Committee which
precedes the effective date of such tax rate increase.


 


5.6                               Tax
Withholding.  The Company shall
withhold from payments due under the Plan any and all taxes of any nature
required by any government to be withheld.


 


5.7                               Restriction
on Commencement of Distributions under Section 409A.  Notwithstanding anything to the contrary in
this Article V, if a Participant is a “specified employee” as defined
below and determined by the Committee in accordance with Section 409A and
if any amounts (other than the Grandfathered Portion of a Participant’s
Accounts) are 


 


8

















 


payable under this Plan on
account of the Participant’s Separation from Service, then any amounts that
would otherwise be paid to the Participant under this Article V within six
months of such Separation from Service (other than amounts payable from the
Grandfathered Portion of the Participant’s Accounts) shall automatically be
deferred and paid in a lump sum on the six month anniversary of such Separation
from Service (or upon the Participant’s death, if sooner).  A “specified employee” means a Participant
who is a “key employee” as defined for purposes of Code Section 416(i)(1)(A)(i),
(ii), or (iii) (applied in accordance with the regulations thereunder and
disregarding Section 416 (i)(5)), of the Company or its affiliates.    If a person is a specified employee as of December 31
of the preceding Plan Year, he or she is treated as a specified employee for
the 12-month period beginning on April 1 of the Plan Year.  For purposes of this Section 1.30, the
term “compensation” will be defined in accordance with Regulation Section 1.415(c)-2(a),
and the Company hereby elects to apply the rule of Regulation Section 1.415(c)-2(g)(5)(ii) to
not treat as compensation certain compensation excludible from the employee’s
gross income on account of the location of the services or the identity of the
employer that is not effectively connected with the trade or business within
the United States.  Whether an individual
is a specified employee will be determined in accordance with the requirements
of Code Section 409A and the final regulations issued thereunder.


 


5.8                               Treatment
of Installments under Section 409A.  A series of installment payments under this Article V
shall be treated as a single payment for purposes of Section 409A.


 


ARTICLE VI


 


Determination of Benefits, Claims Procedure
and Administration


 


6.1                               Determination.  The Company may assign all or some of its
duties hereunder to an officer or other employee of the Company.  The Committee shall make all determinations
as to rights to benefits under this Plan. 
Subject to and in compliance with the specific procedures contained in
the applicable regulations promulgated under the Employee Retirement Income
Security Act of 1974, as amended: (i) any decision by the Committee
denying a claim for benefits under this Plan by the Participant or any other
claimant shall be stated in writing by the Committee and delivered or mailed to
the claimant; (ii) each such notice shall set forth the specific reasons
for the denial, written to the best of the Committee’s ability in a manner that
may be understood without legal or actuarial counsel; and (iii) the
Committee shall afford a reasonable opportunity to the claimant whose claim for
benefits has been denied for a review of the decision denying such claim.


 


6.2                               Interpretation.  Subject to the foregoing: (i) the
Committee shall have full power and authority to interpret, construe and
administer this Plan; and (ii) the interpretation and construction of this
Plan by the Committee, and any action taken hereunder, shall be binding and
conclusive upon all parties in interest.


 


6.3                               Reports.  The Company shall provide the Participant
with a statement reflecting the amount of the Participant’s Account on a
quarterly basis.


 


6.4                               No
Liability.  No employee, agent,
officer or director of the Company shall, in any event, be liable to any person
for any action taken or omitted to be taken in connection with 


 


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the interpretation,
construction or administration of this Plan, so long as such action or omission
to act be made in good faith.


 


ARTICLE VII


 


General Provisions


 


7.1                               Designation
of Beneficiary.  A Participant
may designate one or more Beneficiaries to receive any payments due under the
Plan upon the Participant’s death.  All
Beneficiary designations must be on forms provided by the Committee and will be
effective on the date filed with the Committee. 
A Participant may change a Beneficiary designation at any time, without
the consent of any prior Beneficiary, by filing with the Committee a new
Beneficiary designation form.  No
Beneficiary designation form shall be effective unless received by the
Committee prior to the Participant’s death. 
If a Participant dies without having filed a proper Beneficiary
designation form with the Committee, or to the extent no designated Beneficiary
is living, any amounts payable under the Plan upon the Participant’s death
shall be paid to his or her beneficiaries as determined under the provisions of
the Profit Sharing Plan.


 


7.2                               Amendment
and Termination.  The Company may, at any time and
from time to time, amend, in whole or in part, or terminate the Plan without
the consent of any Participant or Beneficiary; provided, however, that no
amendment or termination of the Plan shall reduce the amount then credited to
any Participant’s Account.  If the Plan
is terminated, the Employer shall continue to be responsible for making
payments attributable to existing Accounts; however, the Committee, in its
discretion, may direct that all Account balances be distributed, in which case
the Grandfathered Portion of Participants’ Accounts shall be distributed upon
such termination in the form of a single, lump sum distribution, and the
Non-Grandfathered Portion of Participants’ Accounts shall be distributed at the
time and to the extent permitted under Section 409A.


 


7.3                               No
Contract of Employment.  The
establishment of the Plan, the creation of the Accounts, and/or the making of
any payments under the Plan, shall not give any employee the right to remain in
the service of any Employer, and all Participants and other employees shall
remain subject to discharge to the same extent as if the Plan had never been
adopted.


 


7.4                               Nonalienation
of Benefits.  None of the
interests, benefits or rights of any Participant or Beneficiary hereunder shall
be subject to any claim of any creditor of such Participant or Beneficiary and,
to the fullest extent permitted by law, all such interests, benefits and rights
shall be free from attachment, garnishment or any other legal or equitable
process available to any creditor of such Participant and Beneficiary.  No Participant or Beneficiary shall have the
right to alienate, anticipate, pledge, encumber, sell, transfer or otherwise
assign any of the benefits or payments that the Participant or Beneficiary may
expect to receive under the Plan, and any attempt to do so shall be void.


 


7.5                               Corporate
Successors.  The Plan shall not
be automatically terminated by a transfer or sale of the assets of the Company
or by the merger or consolidation of the Company into or with any other
corporation or other entity, but the Plan shall be continued after such sale,
merger or consolidation only if and to the extent that the transferee,
purchaser or successor entity agrees to continue the Plan.  In the event that the Plan is not continued
by the transferee, 


 


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purchaser or successor entity,
then the Plan shall terminate in accordance with the provisions of Section 7.2.


 


7.6                               Unfunded
Plan.  The Plan shall at all
times be entirely unfunded and, except as provided in the following paragraph,
no provision shall at any time be made with respect to segregating any assets
of the Company or any other Employer for payment of any benefits due
hereunder.  The right of a Participant or
Beneficiary to receive a distribution hereunder shall be an unsecured claim
against the general assets of the Employers, and neither the Participant nor
any Beneficiary shall have any rights in or against any specific assets of the
Employers.


 


The
preceding paragraph to the contrary notwithstanding, the Company may establish
a trust to which the Employers may transfer funds for the payment of benefits
under the Plan.  The terms of such trust
must require that its assets be used to satisfy the claims of the Employer’s
unsecured creditors in the event of the Employer’s bankruptcy or insolvency,
and the trust must contain such terms and conditions as shall prevent taxation
to Participants and Beneficiaries of any amounts held in the trust or credited
to an Account prior to the time payments are made.  No Participant or Beneficiary shall have any
ownership rights in or to the assets of any trust established pursuant to this
paragraph.


 


7.7                               Governing
Law.  This Plan shall be governed
by and construed in accordance with the laws of the State of Delaware, except
to the extent preempted by federal law.


 


7.8                               Payments
to Incompetents or Minors.  If a
Participant or Beneficiary entitled to receive benefits hereunder is deemed by
the Committee or is adjudged to be legally incapable of caring for his or her
affairs, such benefits shall be paid to the duly appointed and acting guardian,
if any, and if no such guardian is appointed and acting, to such person or
persons as the Committee may designate. 
Any such payment shall, to the extent made, be deemed a completer
discharge of the obligation of the Plan or the Committee to make such payment.


 


7.9                               Partial
Invalidity.  If any term or
provision hereof or the application thereof to any person or circumstance, is
held to be invalid or unenforceable by a court of competent jurisdiction, the
remainder of the Plan, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall both be unaffected and each term or provision hereof shall
be valid and enforceable to the fullest extent permitted by law.


 


EXECUTED
AND DATED as of this       
day of December, 2008.


 


	
   

  	
  ROCKWOOD SPECIALTIES INC.

  
	
   

  	
   

  
	
   

  	
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