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EXHIBIT 10.2
W. R. GRACE & CO.
1996 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS
1. Purposes: The purposes of this Plan are (a) to further the identity of
interests of nonemployee directors of the Company with the interests of the
Company's shareholders, (b) to stimulate and sustain constructive and
imaginative thinking by such nonemployee directors, and (c) to induce the
service or continued service of the most highly qualified individuals to serve
as nonemployee directors of the Company.
2. Definitions: When used in this Plan, the following terms shall have
the meanings set forth in this section 2.
Board of Directors: The Board of Directors of the Company.
Common Stock: The common stock of the Company, par value $.01 per share,
or such other class of shares or other securities or property as may be
applicable pursuant to the provisions of section 6.
Company: W. R. Grace & Co., a Delaware corporation.
Fair Market Value: (a) The mean between the high and low sales prices of
a share of Common Stock in New York Stock Exchange composite transactions for
the applicable date, as reported in The Wall Street Journal or another
newspaper of general circulation, or, if no sales of shares of Common Stock
were reported for such date, for the next preceding date for which such sales
were so reported, or (b) the fair market value of a share of Common Stock
determined in accordance with any other reasonable method.
issuance (or words of similar import): The issuance of authorized but
unissued Common Stock or the transfer of issued Common Stock held by the
Company or a Subsidiary.
Nonemployee Director: An individual, not employed by the Company or a
Subsidiary, who is serving as a director of the Company.
Plan: The 1996 Stock Retainer Plan for Nonemployee Directors herein set
forth, as the same may from time to time be amended.
service: Service to the Company as a nonemployee director. "To serve"
has a correlative meaning.
Stock Retainer: An issuance of shares of Common Stock in payment of an
annual retainer for service as a nonemployee director.
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Subsidiary: A corporation (or other form of business association) of
which shares (or other ownership interests) having 50% or more of the voting
power regularly entitled to vote for directors (or equivalent management
rights) are owned, directly or indirectly, by the Company.
3. Eligibility and Participation: All nonemployee directors are eligible
to participate in the Plan and each such director will participate as described
in section 5.
4. Stock Subject to this Plan:
(a) Subject to the provisions of paragraph (c) of this section 4 and the
provisions of section 6, the maximum number of shares of Common Stock that may
be issued pursuant to Stock Retainers under this Plan shall be 75,000 shares of
Common Stock.
(b) Authorized but unissued shares of Common Stock and issued shares of
Common Stock held by the Company or a Subsidiary, whether acquired specifically
for use under this Plan or otherwise, may be used for purposes of this Plan.
(c) If any shares of Common Stock issued pursuant to a Stock Retainer
shall, after issuance, be reacquired by the Company or a Subsidiary from the
recipient of such Stock Retainer, or from the estate of such recipient, for any
reason, such shares shall no longer be charged against the limitation provided
for in paragraph (a) of this section 4 and may be issued pursuant to Stock
Retainers.
5. Stock Retainers. Stock Retainers shall be subject to the following
provisions:
(a) For the purposes of this Plan, all shares of Common Stock issued
pursuant to a Stock Retainer shall be valued at not less than 100% of the Fair
Market Value of such shares on the effective date as of which such Stock
Retainer is paid, regardless of when such shares are actually issued to the
nonemployee director and whether or not such shares are subject to restrictions
that affect their value.
(b) Except as provided in paragraph (c) of this section 5, effective as
of July 1, 1997, and on each following July 1 through July 1, 2002, each person
serving as a nonemployee director on such July 1 will, for service as such, be
paid a Stock Retainer consisting of a whole number of shares of Common Stock
equal to the quotient obtained by dividing (i) $24,000 (the "Retainer Amount")
by (ii) the Fair Market Value of a share of Common Stock on such July 1. To
the extent that such calculation does not result in a whole number of shares,
the fractional share shall be rounded upwards to the next whole number so that
no fractional shares shall be issued.
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(c) (i) In the event that a Stock Retainer is to be paid, effective July
1 of any calendar year, to a person who shall have commenced service as a
nonemployee director to January 1 of such calendar year, the Retainer Amount
shall be proportionately reduced to reflect the percentage of such calendar
year prior to such commencement of service.
(ii) In the event that a Stock Retainer is to be paid, effective
July 1 of any calendar year, to a person who shall have commenced service as a
nonemployee director prior to January 1 of such calendar year but subsequent to
July 1 of the prior calendar year, the Retainer Amount shall be proportionately
increased to reflect the percentage of the prior calendar year during which
such nonemployee director served as such; provided, however, that this
subsection shall not apply with respect to any individual who commenced service
as a nonemployee director in 1996 in connection with the distribution of shares
of Common Stock by W. R. Grace & Co., a New York corporation.
(d) The shares referred to in paragraph (b) of this section 5 shall be
delivered to each nonemployee director as soon as practicable following each
July 1 during the term of this Plan. After the delivery of the shares, each
nonemployee director shall have all the rights of a shareholder with respect to
such shares (including the right to vote such shares and the right to receive
all dividends paid with respect to such shares).
(e) No shares will be issued in a calendar year to a nonemployee director
who, prior to July 1 of such calendar year, is removed for cause or who
voluntarily terminates service prior to retirement under the Company's
Retirement Plan for Outside Directors, as the same may be amended.
6. Adjustment Provisions:
(a) In the event that any reclassification, split-up or consolidation of
the Common Stock shall be effected, or the outstanding shares of Common Stock
are, in connection with a merger or consolidation of the Company or a sale by
Company of all or a part of its assets, exchanged for a different number or
class of shares of stock or other securities or property of the Company or for
shares of the stock or other securities or property of any other corporation or
person, or a record date for determination of holders of Common Stock entitled
to receive a dividend payable in Common Stock shall occur, (i) the number,
class and kind of shares that may be issued pursuant to Stock Retainers
thereafter paid, and (ii) the number, class and kind of shares that have not
been issued under effective Stock Retainers, shall in each case be equitably
adjusted.
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(b) In the event that any spin-off or other distribution of assets of the
Company to its shareholders (including without limitation an extraordinary
dividend) shall occur, the number, class and kind of shares that may be issued
pursuant to Stock Retainers thereafter paid shall be equitably adjusted.
7. Term: This Plan shall be deemed adopted and shall become effective on
the date it is approved by the shareholders of the Company. No Stock Retainers
shall be paid under this Plan with respect to any period beginning after July
1, 2002.
8. General Provisions:
(a) Nothing in this Plan or in any instrument executed pursuant hereto
shall confer upon any person any right to continue to serve as a nonemployee
director of the Company.
(b) No shares of Common Stock shall be issued pursuant to a Stock
Retainer unless and until all legal requirements applicable to the issuance of
such shares have, in the opinion of counsel to the Company, been complied with.
In connection with any such issuance, the person acquiring the shares shall,
if requested by the Company, give assurances, satisfactory to counsel to the
Company, in respect of such matters as the Company or a Subsidiary may deem
desirable to assure compliance with all applicable legal requirements.
(c) No person, individually or as a member of a group, and no beneficiary
or other person claiming under or through him, shall have any right, title or
interest in or to any shares of Common Stock allocated or reserved for the
purposes of this Plan or subject to any Stock Retainer except as to such shares
of Common Stock if any, as shall have been issued to him.
(d) Nothing in this Plan is intended to be a substitute for, or shall
preclude or limit the establishment or continuation of, any other plan,
practice or arrangement for the payment of compensation or benefits to
nonemployee directors that the Company now has or may hereafter put into
effect.
9. Amendments and Termination:
(a) This Plan may be terminated, suspended or amended at any time by the
Board of Directors upon the recommendation of its Compensation, Employee
Benefits and Stock Incentive Committee; provided, however, that no amendment
shall become effective without the approval of the shareholders of the Company
to the extent shareholder approval is required by applicable law.
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(b) No termination, suspension or amendment of this Plan shall adversely
affect any Stock Retainer theretofore paid.
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