Exhibit 10.2
ROCKWOOD HOLDINGS, INC.
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
(Time and Performance Vesting)
THIS AGREEMENT (the "Agreement"), is made, effective as of [December 12,] 2008
(the "Grant Date") between Rockwood Holdings, Inc., a Delaware corporation
(hereinafter called the "Company"), and [NAME], an employee of the Company or an
Affiliate, hereinafter referred to as the "Employee".
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.
WHEREAS, the Company desires to grant the Employee both time-based and
performance-based restricted stock unit awards as provided for hereunder (the
"Restricted Stock Unit Awards"), ultimately payable in shares of common stock of
the Company, par value $0.01 per share (the "Common Stock"), pursuant to the
2008 Amended and Restated Stock Purchase and Option Plan for Rockwood
Holdings, Inc. and Subsidiaries
(the "Plan"), 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 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 an Affiliate, and has advised the Company
thereof and instructed the undersigned officers to grant said Restricted Stock
Unit Awards.
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 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 (I) UP TO [INSERT NUMBER OF TIME-BASED RSUS]
RSUS, WHICH SHALL VEST IN ACCORDANCE WITH SECTION 2(A) HEREIN (THE "TIME-BASED
RSUS") AND (II) PERFORMANCE-BASED RSUS, WHICH SHALL VEST IN ACCORDANCE WITH
SECTION 2(B) HEREIN (THE "PERFORMANCE-BASED RSUS") UP TO [INSERT 200% OF TARGET
PERFORMANCE-BASED RSUS] PERFORMANCE-BASED RSUS (THE "MAXIMUM PERFORMANCE-BASED
RSUS"), OF WHICH [INSERT TARGET NUMBER OF PERFORMANCE-BASED RSUS]
PERFORMANCE-BASED RSUS REPRESENT YOUR "TARGET PERFORMANCE-BASED RSUS."
AN "RSU"
REPRESENTS THE RIGHT TO RECEIVE ONE SHARE OF COMMON STOCK, AND PERFORMANCE-BASED
RSUS, TOGETHER WITH THE TIME-BASED RSUS, THE "RSUS".
THE RSUS SHALL VEST AND
BECOME NONFORFEITABLE IN ACCORDANCE WITH SECTION 2 HEREOF.
2.
VESTING.
(A)
TIME-BASED RSUS.
(I)
UNLESS OTHERWISE PROVIDED IN THIS
AGREEMENT, SO LONG AS THE EMPLOYEE CONTINUES TO BE EMPLOYED BY THE COMPANY OR
ITS SUBSIDIARIES, THE EMPLOYEE SHALL BECOME VESTED IN A NUMBER OF TIME-BASED
RSUS EQUAL TO [NUMBER] ON DECEMBER 31, 2011 (THE "VESTING DATE").
UNLESS
OTHERWISE PROVIDED IN SECTION 2(C) BELOW, PROMPTLY ON OR AFTER THE VESTING DATE
(BUT IN NO EVENT LATER THAN 75 DAYS AFTER THE END OF THE CALENDAR