19, 2004.
No
modification of this Agreement shall be valid unless made in writing and signed
by the parties hereto.
18.
Interpretation.
All parties have participated jointly in the
negotiation and drafting of this Agreement.
In the event any ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Company and Executive and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the day and year first above set forth.
ROCKWOOD HOLDINGS, INC,
By:
/s/ Sheldon R. Erikson
Name:
Sheldon R. Erikson
Title:
Chairman, Compensation Committee
/s/ Robert J. Zatta
Robert J. Zatta
16
Appendix A
EMPLOYMENT AGREEMENT
WAIVER AND RELEASE AGREEMENT
(1)
IN CONSIDERATION FOR THE SUPPLEMENTAL SEVERANCE PAY AND SUPPLEMENTAL
SEVERANCE BENEFITS TO BE PROVIDED TO ME UNDER THE TERMS OF THE EMPLOYMENT
AGREEMENT DATED AS OF
,
, I, ON BEHALF OF
MYSELF AND MY HEIRS, EXECUTORS, ADMINISTRATORS, ATTORNEYS AND ASSIGNS, HEREBY
WAIVE, RELEASE AND FOREVER DISCHARGE ROCKWOOD HOLDINGS, INC., AND IT AFFILIATES
(HEREINAFTER COLLECTIVELY REFERRED TO AS THE "EMPLOYER") TOGETHER WITH THE
EMPLOYER'S PARENT, SUBSIDIARIES, DIVISIONS AND AFFILIATES, WHETHER DIRECT OR
INDIRECT, ITS AND THEIR JOINT VENTURES AND JOINT VENTURERS (INCLUDING THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS AND AGENTS,
PAST, PRESENT, AND FUTURE), AND EACH OF ITS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS (HEREINAFTER COLLECTIVELY REFERRED TO AS "RELEASEES"), FROM ANY AND ALL
KNOWN OR UNKNOWN ACTIONS, CAUSES OF ACTION, CLAIMS OR LIABILITIES OF ANY KIND
WHICH HAVE OR COULD BE ASSERTED AGAINST THE RELEASEES ARISING OUT OF OR RELATED
TO MY EMPLOYMENT WITH AND/OR SEPARATION FROM EMPLOYMENT WITH THE EMPLOYER AND/OR
ANY OF THE OTHER RELEASEES UP TO AND INCLUDING THE DATE OF THIS WAIVER AND
RELEASE AGREEMENT, INCLUDING BUT NOT LIMITED TO:
(A)
CLAIMS, ACTIONS, CAUSES OF ACTION OR
LIABILITIES ARISING UNDER TITLE VII OF THE CIVIL RIGHTS ACT, AS AMENDED, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED ("ADEA"), THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT, AS AMENDED, THE REHABILITATION ACT, AS AMENDED, THE
AMERICANS WITH DISABILITIES ACT, AS AMENDED, THE FAMILY AND MEDICAL LEAVE ACT,
AS AMENDED, AND/OR ANY OTHER FEDERAL, STATE, MUNICIPAL, OR LOCAL EMPLOYMENT
DISCRIMINATION STATUTES (INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON SEX,
ATTAINMENT OF BENEFIT PLAN RIGHTS, RACE, RELIGION, NATIONAL ORIGIN, MARITAL
STATUS, SEXUAL ORIENTATION, ANCESTRY, HARASSMENT, PARENTAL STATUS, HANDICAP,
DISABILITY, RETALIATION, AND VETERAN STATUS); AND/OR
(B)
CLAIMS, ACTIONS, CAUSES OF ACTION OR
LIABILITIES ARISING UNDER ANY OTHER FEDERAL, STATE, MUNICIPAL, OR LOCAL STATUTE,
LAW, ORDINANCE OR REGULATION; AND/OR
(C)
ANY OTHER CLAIM WHATSOEVER INCLUDING, BUT
NOT LIMITED TO, CLAIMS FOR SEVERANCE PAY, CLAIMS BASED UPON BREACH OF CONTRACT,
WRONGFUL TERMINATION, DEFAMATION, INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS,
TORT, PERSONAL INJURY, INVASION OF PRIVACY, VIOLATION OF PUBLIC POLICY,
NEGLIGENCE AND/OR ANY OTHER COMMON LAW, STATUTORY OR OTHER CLAIM WHATSOEVER
ARISING OUT OF OR RELATING