Exhibit 10.27
March 1, 1995
Mr. Jean-Louis Greze
Executive Vice President
W. R. Grace & Co.
One Town Center Road
Boca Raton, FL 33486-1010
Dear Jean-Louis:
This letter describes certain arrangements that will apply to you during
and after your current assignment as Executive Vice President, W. R. Grace & Co.
and President, Grace Packaging. During that assignment, you will be an employee
of W. R. Grace & Co. or one of its subsidiaries or affiliates (collectively
referred to herein as the "Company") and be based at Grace Headquarters in Boca
Raton, Florida.
I. ALLOWANCES. During your assignment, the Company will provide you
with the following allowances:
SCHOOL FEES. The Company will continue to pay tuition and related
fees associated with the education of your son, up to but not
inclusive of college.
HOME LEAVE. The Company will reimburse you for the cost of one
roundtrip Business Class flight per calendar year between Florida
and Switzerland for your wife and son.
COMPANY CAR. You will be provided with a Company-leased car in
accordance with the policy applicable to Grace Headquarters
executives.
HOUSING LOAN. The Company has provided you with a $400,000 non-
interest-bearing loan to assist you in the purchase of a house in
Florida that will be your principal residence during the assignment,
such loan to
Mr. Jean-Louis Greze
Page 2
March 1, 1995
be secured by a mortgage on the house. You have agreed
to repay that loan upon your retirement or other termination of
service with the Company.
II. REPATRIATION. At the end of your current assignment, which is
targeted to be on or about August 1, 1996, the Company will provide you with the
following relocation assistance should you and your family wish to be
repatriated to Switzerland at that time:
COST OF MOVE. The Company will reimburse you for the cost of
Business Class air fare and incidental expenses related to the
relocation of you and your immediate family back to Switzerland.
The Company will pay for the packing, transporting, unpacking and
insurance of all your household effects from Florida to Switzerland,
provided that moving your household effects is coordinated through
the Grace International Human Resources Department, using a moving
company designated by that Department.
SALE OF RESIDENCE. Grace will offer to purchase your Florida
residence for its Fair Market Value ("FMV"), established as
described in this paragraph. The FMV of your Florida residence will
be established by securing and averaging two appraisals made by
professional appraisers selected by the International Human
Resources Department. If the appraisals vary by five (5) percent or
more, a third appraisal will be obtained, and the average of the two
closer appraisals will be the FMV of your Florida residence.
From the date the Company notifies you in writing of the FMV of your
Florida residence, you will have sixty (60) days to accept, in
writing to the International Human Resources Department, the
Company's offer to purchase your residence at the FMV. You may,
instead, elect to reject that offer and sell your residence without
assistance from the Company, in which case the Company will be under
no obligation to reimburse you for a sale price below the FMV or for
maintenance or carrying expenses.
Mr. Jean-Louis Greze
Page 3
March 1, 1995
Failure to accept, in writing, the established FMV within the 60-day
period described above will be deemed a rejection of the Company's
offer to purchase the residence at FMV.
Should you sell your Florida residence without the assistance of the
Company, the Company will nevertheless reimburse you for reasonable
and documented expenses that are incidental to the sale, such as any
real estate commission, attorney's fees (or bank service fees if in
lieu of attorney's fees), penalties for mortgage prepayment, revenue
stamps, recording or discharge of mortgage, transfer taxes, title
evidence based on local practice, and advertising expenses if no
real estate commission is involved.
III. PENSION.
During your current assignment, you will continue to participate in
the Company's Swiss Pension Plan until July 31, 1996 or your
termination of service, if earlier. Your final average salary for
purposes of determining your benefits under that plan will be based
on the following notional salary schedule:
AMOUNT EFFECTIVE
SFr. 555,000 January 1, 1990
SFr. 600,000 July 1, 1991
SFr. 645,000 January 1, 1993
SFr. 695,000 July 1, 1994
SFr. 745,000 January 1, 1996
Additionally, all continuous service rendered to the Company
(including service during your current assignment) will be counted
in calculating the amount of the benefits payable to you from the
Company's Swiss Pension Plan.
Mr. Jean-Louis Greze
Page 4
March 1, 1995
The Company will, of course, be responsible for, and make, any
payments to the Swiss Pension Plan that are necessary as a result of
your continued participation in that Plan in accordance with this
Section III.
In the event your employment is involuntarily terminated (not for
cause) by the Company prior to August 1, 1996, you will commence to
receive, as of the date of your termination, a lifetime annuity from
the Company's Swiss Pension Plan based on (i) the amount of
continuous service that you would have had with the Company if you
had remained an employee and continued to participate in the
Company's Swiss Pension Plan until August 1, 1996 and (ii) your
final average salary as of the date of your termination of
employment, based on the notional salary schedule specified above.
Any benefits payable to you from the French Repartition and Social
Security Systems will be offset against the amount of benefits due
to you from the Company's Swiss Pension Plan in accordance with this
Section III.
The agreement regarding your pension coverage described in this
Section III is in lieu of, and replaces, all coverages previously
provided to you under the Company's Third Country National Plan (TCN
Plan), and you will, therefore, not receive any benefits under the
TCN Plan.
IV. MISCELLANEOUS.
This letter is not intended to be a guarantee of employment, and you and
the Company each have the right to terminate your employment at any time and for
any reason.
Mr. Jean-Louis Greze
Page 5
March 1, 1995
Please acknowledge your agreement to the arrangements described in this
letter by signing where indicated below and returning one fully executed copy to
me. An additional copy of this letter is enclosed for your records.
Very truly yours,
W. R. Grace & Co.
By: ___________________
Donald H. Kohnken
Executive Vice President
Agreed to:
___________________
Jean-Louis Greze
___________________
Date