Exhibit 10.1
2009-2011 Long-Term Cash
Award
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Granted to:
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«First»
«Last»
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Effective Date of Grant:
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May 2009
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Targeted Cash Award:
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$
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Performance Period:
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January 1, 2009 — December 31,
2011
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Under the long-term incentive program of W.R.
Grace & Co (the “Company”), the Compensation
Committee (the “Committee”) of the Board of Directors
of the Company has granted you a Long-Term Cash Award under which
you may earn a cash payout in an amount equal to (or, in certain
circumstances, greater or less than) the Targeted Cash Award set
forth above, over the Performance Period.
You will earn this Targeted Cash Award if the
performance objectives described in Annex B for the
Performance Period are met. If the performance objectives are
only partially achieved or are over-achieved, the amount you
actually earn under this Award will be decreased (or eliminated) or
increased as set forth in Annex B .
The award will be calculated and paid to you,
net of the applicable taxes.
The consequences of a change in or termination
of your employment status during the Performance Period are
described in the attached Administrative Practices (Annex
C).
In all matters regarding the administration of
the Long-Term Incentive Award, the Committee has full and sole
jurisdiction, subject to the provisions of Annex C.
Long-Term Incentive Awards are being granted
only to a limited number of key employees of the Company and its
subsidiaries. This Award should, consequently, be treated
confidentially.
