AMENDED AND RESTATED SALE PARTICIPATION AGREEMENTSale Participation Agreement • September 30th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
You have entered into an Amended and Restated Management Stockholder’s Agreement, dated as of September 24, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) to amend and restate the Management Stockholder’s Agreement, dated as of November 1, 2001, between the Company and you relating to the purchase by you from the Company of 1,000 shares (the “Existing Purchased Stock”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), a receipt by you from the Company of an option to acquire 12,000 shares of Common Stock from the Company (the “Existing Option”) and a receipt by you from the Company of a grant of 2,000 restricted stock units (the “Restricted Stock Units”), under which you are entitled to receive one share of Common Stock for each restricted stock unit (such Common Stock, the “Existing Restricted Stock”), and to set forth the terms and conditions of your rights as Management Stockholder
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN ROCKWOOD HOLDINGS, INC. and SEIFOLLAH GHASEMIStock Option Agreement • September 30th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
This Amendment may be executed in one or more counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN ROCKWOOD HOLDINGS, INC. and SEIFOLLAH GHASEMIEmployment Agreement • September 30th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products
The Employment Agreement by and between Rockwood Holdings, Inc. (the “Company”) and Seifollah Ghasemi (the “Executive”) entered into as of September 28, 2001 (the “Executive Employment Agreement”), is hereby amended (the “Amendment”), effective August 9, 2004, in the manner set forth below:
AMENDED AND RESTATED MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • September 30th, 2004 • Rockwood Specialties Group Inc • Chemicals & allied products • Delaware
This Amended and Restated Management Stockholder’s Agreement (this “Agreement”) is entered into as of September 24, 2004 between Rockwood Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 25 hereof.
