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