EXHIBIT 10.2
Thomas A. Vanderslice, Lead Independent Director
W. R. Grace & Co. Board of Directors
W. R. Grace & Co.
7500 Grace Drive
Columbia, MD
21044-4098
January 19, 2005
Mr. Paul Norris
W. R. Grace & Co.
7500 Grace Drive
Columbia, Maryland 21044
Dear Paul:
As discussed, after you retire as CEO of W. R. Grace & Co.
("Grace"),
you have agreed to continue to monitor Grace's efforts to
reorganize under
Chapter 11 of the U.S. Bankruptcy Code (the "Chapter 11 Process"),
and to
provide consulting and advisory services to Grace's new CEO, Fred
Festa, other
Grace officers and employees, and the Board, regarding that
Process. You have
also agreed to assist Grace in the legislative process and to
provide such other
limited transition consulting and advisory services as may be
requested by
Grace, all in accordance with the terms specified in this letter
agreement. If
you agree with the terms of this letter agreement, please sign
where indicated
below and return a signed copy to W. Brian McGowan.
With respect to the Chapter 11 Process, you will be responsible for
independently determining whether you need to attend certain
meetings or Court
hearings to fulfill your obligations under this letter agreement.
Also, of
course, you may receive specific assignments (e.g., to attend
certain meetings
or Court hearings or to render advice on specific aspects of the
Chapter 11
Process) from Mr. Festa or the Board with regard to the Chapter 11
Process.
You will determine where, when and how you perform your monitoring
duties and consulting services hereunder (except for attending
meetings
scheduled for the convenience of all parties and certain Court
hearings, and the
requirement that you satisfy any deadlines imposed regarding the
completion of
specific services hereunder).
You will provide services hereunder as an independent contractor,
with
no authority to bind the Company to any agreement or arrangement.
As a
consultant hereunder, you will work closely with Grace's Chief
Restructuring
Officer and other
Mr. Paul Norris
January 19, 2005
Page 2
persons performing roles related to the consulting services
provided hereunder;
but you will not supervise any Grace employee and no Grace employee
will report
to you. Also, except as specifically requested by Grace, you will
not be
required to provide services related to Grace's ongoing businesses
or other
Grace matters..
In consideration for your services pursuant to this agreement, you
will
be paid a monthly retainer (your "Consulting Retainer"). Initially,
your
Consulting Retainer will be $35,416.67 per month (i.e., $425,000
annually),
subject to adjustment as provided in the next paragraph. (You will,
of course,
also receive the usual director fees paid to the Company's Board
members, to the
extent you are entitled to such fees as a member of the Board.)
At this time, it is anticipated that you may be required to
dedicate an
amount of time that is equal to approximately 1/2 of a regular 40
hour per week
work schedule ("1/2 Time") to your duties under this agreement. You
also agree,
however, that your Consulting Retainer will be adjusted downward to
the extent
that the time that you are required to dedicate to providing
services hereunder
is, or later becomes, substantially less than 1/2 Time.
Your Consulting Retainer will be paid to
