Exhibit 10.2
Final
CEO ONLY
ROCKWOOD HOLDINGS, INC.
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT (the "Agreement"), is made, effective as of December 11, 2009
(the "Grant Date") between Rockwood Holdings, Inc., a Delaware corporation
(hereinafter called the "Company"), and Seifollah Ghasemi, 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 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 2009 Stock Incentive 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 THE RESTRICTED STOCK UNIT AWARDS, WHICH
SHALL VEST IN ACCORDANCE WITH SECTION 2 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 THE EMPLOYEE'S "TARGET
PERFORMANCE-BASED RSUS." AN "RSU" REPRESENTS THE RIGHT TO RECEIVE ONE SHARE OF
COMMON STOCK.
2.
VESTING.
(A)
PERFORMANCE-BASED RSUS.
THE VESTING OF THE
PERFORMANCE-BASED RSUS SHALL BE SUBJECT TO THE SATISFACTION OF THE CONDITIONS
SET FORTH IN BOTH SUBSECTION (I)(A), (B), (C) OR (D), AS APPLICABLE, AND
SUBSECTION (II) OF THIS SECTION 2(A):
(I)
SERVICE VESTING REQUIREMENT.
(A)
UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, SO
LONG AS THE EMPLOYEE CONTINUES TO BE EMPLOYED BY THE COMPANY OR ITS SUBSIDIARIES
THROUGH DECEMBER 31, 2012 (THE "VESTING DATE"), THE EMPLOYEE SHALL, ON THE
VESTING DATE, BECOME VESTED IN A NUMBER OF PERFORMANCE-BASED RSUS (NOT TO EXCEED
THE NUMBER OF MAXIMUM PERFORMANCE-BASED RSUS SET FORTH IN SECTION 1 ABOVE)
DETERMINED BASED ON THE FORMULAS SET FORTH IN SECTION 2(A)(II) BELOW.
(B)
IF, PRIOR TO THE VESTING DATE (AND ABSENT THE
OCCURRENCE OF ANY CHANGE