W. R. GRACE & CO.
NON-STATUTORY STOCK OPTION
Under the W. R. Grace & Co.
1989 Stock Incentive Plan (the "Plan")
Granted To:
Date of Grant: August 1, 1991
Expiration Date: July 31, 2001
In accordance with the Plan (a copy of which is attached hereto
as Annex A), you are hereby granted an Option to purchase 147,500 shares of
Common Stock upon the following terms and conditions:
(1) The purchase price shall be $41.3188 per share.
(2) Subject to the other provisions hereof, this Option shall
become exercisable as follows:
29,500 shares on January 31, 1997
29,500 shares on January 31, 1998
29,500 shares on January 31, 1999
29,500 shares on January 31, 2000
29,500 shares on January 31, 2001
Once exercisable, an installment may be exercised (together with any other
installments that have become exercisable) at any time in whole or in part until
the expiration or termination of this Option.
(3) This Option shall not be treated as an Incentive Stock
Option (as such term is defined in the Plan).
(4) This Option may be exercised only by serving written notice
on the Treasurer of the Company. The purchase price shall be paid in cash or,
with the permission of the Company, in shares of Common Stock or in a
combination of cash and such shares (see section 6(a) of the Plan).
(5) This Option and any right thereunder is nonassignable and
nontransferable except by will or the laws of descent and distribution, and is
exercisable during your lifetime only by you. If you cease to serve the Company
or a Subsidiary, this Option shall terminate as provided in section 6(d) of the
Plan; subject, however, to the following:
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(a) For the purposes of said section 6(d), your service
shall be deemed to have terminated by reason of
retirement under a retirement plan of the Company or
a Subsidiary if (i) the retirement is voluntary, and
(ii) you have served the Company or a Subsidiary for
at least five years. Any other retirement may, at the
discretion of the Company, be deemed to be a
resignation.
(b) Notwithstanding any provision of this Option, in the
event (i) you should die or become incapacitated,
this option shall become exercisable on the date of
your death or, in the case of incapacity, the date
you are determined to be incapacitated, or (ii) you
voluntarily retire under a retirement plan of the
Company or a Subsidiary prior to January 31, 2001,
all installments of this Option not exercisable at
the date of your retirement shall become exercisable
no later than the date which is 30 months after your
date of retirement if not exercisable before such
date.
(c) In the event you should become incapacitated or die
and neither you nor your legal representative(s) or
other person(s) entitled to exercise this Option
exercise this Option to the fullest extent possible
on or before its termination, the Company shall pay
you, your legal representative(s) or such other
person(s), as the case may be, an amount of money
equal to the excess of (i) the Fair Market Value of
any shares remaining subject to this Option on the
last date it could have been exercised over (ii) the
aggregate purchase price of such shares.
(d) In the event you cease to serve as an employee but
immediately thereafter commence to serve as a
consultant and subsequently you cease to serve as a
consultant for reasons other than those described in
clause (i) of section 6(d) of the Plan, this Option
shall terminate upon the expiration of a period
(commencing upon the cessation of your service as a
consultant) equal to the grace period determined
under clause (ii) of section 6(d) of the Plan as of
the date you cease to so serve, but subject to the
limitation set forth in the fifth sentence of such
section 6(d).
(6) If you are or become an employee of, or a consultant to, a
Subsidiary, the Company's obligations hereunder shall be contingent on the
approval of the Plan and this Option by the Subsidiary and the Subsidiary's
agreement that (a) the Company may administer this Plan on its behalf and, (b)
upon the exercise of this Option, the Subsidiary will purchase from the Company
the shares subject to the exercise at their Fair Market Value on the date of
exercise, such shares to be then transferred by the Subsidiary to the holder of
this Option upon payment by the holder of the purchase price to the Subsidiary.
Where appropriate, such approval and agreement of the Subsidiary shall be
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indicated by its signature below. The provisions of this paragraph and the
obligations of the Subsidiary so undertaken may be waived, in whole or in part,
from time to time by the Company.
(7) The Plan is hereby incorporated by reference. Terms defined
in the Plan shall have the same meaning herein. This Option is granted subject
to the Plan and shall be construed in conformity with the Plan.
(8) In the event a Change in Control of the Company shall occur
or the Board of Directors has reason to believe that a Change in Control of the
Company may occur, the Committee, may, with respect to any one or more
installments, (i) accelerate the dates on which this Option becomes exercisable
pursuant to paragraph 2, and (ii) take other action deemed by it to be
appropriate and in the best interests of the Company under the circumstances.
For the purposes of this paragraph:
(a) "Change in Control" of the Company means and shall be
deemed to have occurred if (i) the Company determines
that any "person" (as such term is used under section
13(d) and 14(d) of the Securities Exchange Act of
1934), other than a trustee or other fiduciary
holding securities under an employee benefit plan of
the Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership
of stock of the Company, has become the "beneficial
owner" (as defined in Rule 13-d-3 under such Act),
directly or indirectly, of 20% or more of the
outstanding common stock of the Company; or (ii)
individuals who are Continuing Directors cease to
constitute a majority of any class of directors of
the Board of Directors.
(b) "Continuing Director" means any member of the Board
of Directors who was such a member on August 1, 1991
and any successor to a Continuing Director who is
approved as a nominee or elected to succeed a
Continuing Director by a majority of Continuing
Directors who are then members of the Board of
Directors.
W. R. GRACE & CO.
By
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[name]
President and COO
Approved and Agreed to:*
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(Name of Subsidiary)
By
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(Authorized Officer)
W. R. GRACE & CO.
NON-STATUTORY STOCK OPTION
Under the W. R. Grace & Co.
1986 Stock Incentive Plan (the "Plan")
Granted To:
Date of Grant: December 5, 1991
Expiration Date: December 4, 2001
In accordance with the Plan (a copy of which is attached
hereto as Annex A), you are hereby granted an Option to purchase 1,200 shares of
Common Stock upon the following terms and conditions:
(1) The purchase price shall be $39.50 per share.
(2) Subject to the other provisions hereof, this Option shall
become exercisable as follows:
400 shares on December 6, 1992
400 shares on December 6, 1993
400 shares on December 6, 1994
Once exercisable, an installment may be exercised (together with any other
installments that have become exercisable) at any time in whole or in part until
the expiration or termination of this Option.
(3) This Option shall not be treated as an Incentive Stock
Option (as such term is defined in the Plan).
(4) This Option may be exercised only by serving written
notice on the Treasurer of the Company. The purchase price shall be paid in cash
or, with the permission of the Company, in shares of Common Stock or in a
combination of cash and such shares (see section 6(a) of the Plan). Any shares
of Common Stock applied toward the purchase price payable upon exercise of this
Option must have been owned by you for at least six months prior to such
exercise, and if such shares were granted to you by the Company subject to
restrictions, such restrictions must have lapsed at least six months prior to
such exercise.
(5) This Option and any right thereunder is nonassignable and
nontransferable except by will or the laws of descent and distribution, and is
exercisable during your lifetime only by you. If you cease to serve the Company
or a Subsidiary, this Option shall terminate as provided in section 6(c) of the
Plan; subject, however, to the following:
2
(a) For the purposes of said section 6(c), your service
shall be deemed to have terminated by reason of
retirement if (i) you retire under a retirement plan
of the Company or a Subsidiary, (ii) the retirement
is voluntary, and (iii) you have served the Company
or a Subsidiary for at least five years. Any other
retirement may, at the discretion of the Company, be
deemed to be a resignation.
(b) In the event you should become incapacitated or die
and neither you nor your legal representa tive(s) or
other person(s) entitled to exercise this Option
exercise this Option to the fullest extent possible
on or before its termination, the Company shall pay
you, your legal representative(s) or such other
person(s), as the case may be, an amount of money
equal to the Fair Market Value of any shares
remaining subject to this Option on the last date it
could have been exercised, less the aggregate
purchase price of such shares.
(c) Notwithstanding any provision of the Plan, in the
event (i) you voluntarily retire under a retirement
plan of the Company or a Subsidiary prior to the date
on which the first installment of this Option becomes
exercisable and (ii) you do not continue to serve the
Company or a Subsidiary until such date, this Option
shall terminate as of the date you cease to serve.
(d) In the event you cease to serve as an employee but
immediately thereafter commence to serve as a
consultant and subsequently you cease to serve as a
consultant for reasons other than those described in
clause (i) of section 6(c) of the Plan, this Option
shall terminate upon the expiration of a period
(commencing upon the cessation of your service as a
consultant) equal to the grace period determined
under clause (ii) of section 6(c) of the Plan as of
the date you cease to so serve, but subject to the
limitation set forth in the fifth sentence of such
section 6(c).
(6) If you are or become an employee of, or a consultant to,
a Subsidiary, the Company's obligations hereunder shall be contingent on the
approval of the Plan and this Option by the Subsidiary and the Subsidiary's
agreement that (a) the Company may administer the Plan on its behalf and, (b)
upon the exercise of this Option, the Subsidiary will purchase from the Company
the shares subject to the exercise at their Fair Market Value on the date of
exercise, such shares to be then transferred by the Subsidiary to the holder of
this Option upon payment by the holder of the purchase price to the Subsidiary.
Where appropriate, such approval and agreement of the Subsidiary shall be
indicated by its signature below. The provisions of this paragraph and the
obligations of the Subsidiary so undertaken may be waived, in whole or in part,
from time to time by the Company.
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(7) The Plan is hereby incorporated by reference. Terms
defined in the Plan shall have the same meaning herein. This option is granted
subject to the Plan and shall be construed in conformity with the Plan.
W. R. GRACE & CO.
By
President and Chief Operating Officer
Approved and Agreed to:*
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(Name of Subsidiary)
By
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(Authorized officer)
RECEIPT ACKNOWLEDGED:
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* This will be completed only if you are or become an employee of, or a
consultant to, a Subsidiary.
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(Authorized officer)
RECEIPT ACKNOWLEDGED:
---------------------------
- -------------
* This will be completed only if you are or become an employee of, or a
consultant to, a Subsidiary.