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.
ALL EXPENSES OF SUCH ARBITRATION, INCLUDING THE FEES AND EXPENSES OF
THE COUNSEL OF THE MANAGEMENT STOCKHOLDER, SHALL BE REIMBURSED BY THE COMPANY
UNLESS THE ARBITRATOR DETERMINES THAT THE COMPANY HAS PREVAILED IN SUCH
ARBITRATION, IN WHICH CASE THE MANAGEMENT STOCKHOLDER SHALL BEAR HIS OWN LEGAL
FEES, WITHOUT REIMBURSEMENT BY THE COMPANY.
(C)
NOTWITHSTANDING THE FOREGOING, THE MANAGEMENT STOCKHOLDER ACKNOWLEDGES AND
AGREES THAT THE COMPANY SHALL BE ENTITLED TO INJUNCTIVE OR OTHER RELIEF IN ORDER
TO ENFORCE THE COVENANT NOT TO COMPETE, COVENANT NOT TO SOLICIT AND/OR
CONFIDENTIALITY COVENANTS AS SET FORTH IN SECTION 25(A) OF THIS AGREEMENT.
21.
ASSIGNABILITY OF CERTAIN RIGHTS BY THE COMPANY.
THE COMPANY SHALL HAVE
THE RIGHT TO ASSIGN ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS TO PURCHASE SHARES
OF STOCK PURSUANT TO SECTIONS 4, 5 AND 6 HEREOF; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL REMAIN OBLIGATED TO PERFORM ITS OBLIGATIONS NOTWITHSTANDING SUCH
ASSIGNMENT IN THE EVENT THAT SUCH ASSIGNEE FAILS TO PERFORM THE OBLIGATIONS SO
ASSIGNED TO IT.
17
22.
MISCELLANEOUS.
(A)
IN THIS AGREEMENT ALL REFERENCES TO "DOLLARS" OR "$" ARE TO UNITED STATES
DOLLARS.
(B)
IF ANY PROVISION OF THIS AGREEMENT SHALL BE DECLARED ILLEGAL, VOID OR
UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THE OTHER PROVISIONS SHALL
NOT BE AFFECTED, BUT SHALL REMAIN IN FULL FORCE AND EFFECT.
(C)
THE COMPANY SHALL HAVE THE RIGHT TO DEDUCT FROM ANY CASH PAYMENT MADE
UNDER THIS AGREEMENT TO THE APPLICABLE MANAGEMENT STOCKHOLDER ENTITIES ANY
FEDERAL, STATE OR LOCAL INCOME OR OTHER TAXES REQUIRED BY LAW TO BE WITHHELD
WITH RESPECT TO SUCH PAYMENT.
23.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR HEREIN SHALL
BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF DELIVERED BY HAND
(WHETHER BY OVERNIGHT COURIER OR OTHERWISE) OR SENT BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR BY OVERNIGHT DELIVERY OR
TELECOPY, TO THE PARTY TO WHOM IT IS DIRECTED:
(A)
IF TO THE COMPANY, TO IT AT THE FOLLOWING ADDRESS:
ROCKWOOD HOLDINGS, INC.
100 OVERLOOK CENTER
PRINCETON, NJ 08540
ATTN:
THOMAS J. RIORDAN
WITH A COPY TO:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York
10017
Attn:
Roxane F. Reardon, Esq.
(B)
IF TO THE MANAGEMENT STOCKHOLDER, TO HIM AT THE ADDRESS SET FORTH BELOW
UNDER HIS SIGNATURE; OR AT SUCH OTHER ADDRESS AS EITHER PARTY SHALL HAVE
SPECIFIED BY NOTICE IN WRITING TO THE OTHER.
24.
CONFIDENTIAL INFORMATION; COVENANT NOT TO COMPETE; ASSIGNMENT OF
INVENTIONS.
(A)
IN CONSIDERATION OF THE COMPANY ENTERING INTO THIS AGREEMENT WITH THE
MANAGEMENT STOCKHOLDER, THE MANAGEMENT STOCKHOLDER HEREBY AGREES EFFECTIVE AS OF
THE DATE OF THE MANAGEMENT STOCKHOLDER'S COMMENCEMENT OF EMPLOYMENT WITH THE
COMPANY, WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT, THE