0001047469-05-014780 Sample Contracts

Kohlberg Kravis Roberts & Co. L.P. DLJ Merchant Banking III, Inc.
Rockwood Holdings, Inc. • May 13th, 2005 • Chemicals & allied products • New York

Reference is made to the letter agreement (the “Original Agreement”) dated November 20, 2000 between K-L Holdings, Inc. (now known as Rockwood Holdings, Inc. (the “Company”)) and Kohlberg Kravis Roberts & Co. L.P. (“KKR”) relating to the Company’s engagement of KKR to provide certain services to the Company and its subsidiaries (collectively, the “Rockwood Group”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • May 13th, 2005 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware

THIS AGREEMENT, dated as of February 2, 2001 is made by and between K-L Holdings, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and «1», an employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee”.

Kohlberg Kravis Roberts & Co. L.P. DLJ Merchant Banking III, Inc.
Letter Agreement • May 13th, 2005 • Rockwood Holdings, Inc. • Chemicals & allied products • New York
FORM OF STOCK OPTION AGREEMENT (Time Option/Performance Option)
Form of Stock Option Agreement • May 13th, 2005 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware

This Stock Option Agreement (the “Agreement”), dated as of , 2004 (the “Grant Date”), is made by and between Rockwood Holdings, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and [NAME], an employee of the Company or a Subsidiary or an Affiliate (as defined below) of the Company, hereinafter referred to as “Optionee.”

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 13th, 2005 • Rockwood Holdings, Inc. • Chemicals & allied products • Delaware

THIS AGREEMENT (the “Agreement”), is made, effective as of November 1, 2001, (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 (as defined below) of the Company, hereinafter referred to as the “Executive”.

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