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EXHIBIT 10 David B. Siegel
---------- Senior Vice President and General Counsel
[OBJECT OMITTED]
W. R. Grace & Co.
7500 Grace Drive
Columbia, MD 21044
Phone: (410) 531-4170
July 5, 2000
Mr. P. J. Norris
Chairman, President & CEO
W. R. Grace & Co.
Dear Paul:
Per our recent discussions, the following is a summary of the employment status,
compensation and other arrangements that we agreed to regarding my personal
situation in connection with the extension of my Employment Agreement dated June
10, 1999 as related to the relocation of the Company's Headquarters to Columbia,
Maryland.
1. I will remain with the Company in the position of Senior Vice
President and General Counsel.
2. Under this extended arrangement, I will continue to divide my
working time approximately 50%/50% between Boca Raton,
Florida and Columbia, Maryland, with the intention of
remaining with the Company as Senior Vice President and
General Counsel provided that the Company or I may give 30
days notice in writing to terminate this Agreement and my
employment.
If notice by either party is not received by May 31, 2001, we
will reach a mutual agreement for me to either stay with the
Company or to resign as of June 30, 2001. In either case,
however, voluntary termination or resignation at the Company's
request before June 30, 2001, I will be eligible for all of
the Productivity Effectiveness Program (PEP) separation
arrangements including, but not limited to, severance pay,
vesting of all pre-May 10, 2000 stock option grants and
prorated restricted shares to the extent applicable, etc.
Further, in the event we mutually agree to extend my
employment with the Company beyond June 30, 2001, I will
become an employee at will and not be eligible for the PEP
severance arrangement in the event of my voluntary resignation
or my resignation at the Company's request.
3. If I become entitled to receive severance benefits under the
Executive Severance Agreement between me and the Company
(i.e., the "Golden Parachute"), then I will receive benefits
under that Agreement and will not receive the benefits of the
PEP separation arrangements. In addition, if I become eligible
to receive severance pay under any other program or plan of
the Company (other than the PEP separation arrangements), at
the time I become entitled to receive benefits under the PEP
separation arrangements, then I will not receive benefits
under such other program or plan of the Company, and will only
receive the benefits of the PEP separation arrangements;
except that, if the benefits under such other program or plan
are of greater cash value than the benefits of the PEP
separation arrangements, I will only receive benefits under
such other program or plan and not under the PEP separation
arrangements.
4. In addition, I continue to be ineligible for the PEP
relocation features such as, but not limited to, the Boca
Raton home sale, home purchase in the Columbia, Maryland area,
and miscellaneous allowance or the state income tax lump-sum
payment. These features of the relocation program will be
available to me if we mutually agree that I will relocate to
Columbia after June 30, 2001.
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5. In connection with dividing my working time between Boca Raton
and Columbia, the Company will continue to provide the
following:
o Availability of a furnished, one bedroom/den
apartment in Baltimore
o Midsize rental car while on business in Columbia
o Roundtrip coach airfare
In recognition of the above, I agree to pay for all of my
other individual expenses, including meals (except business
meals) while in Columbia.
This letter constitutes all the employment status and compensation arrangements
agreed to regarding my personal situation in connection with the relocation of
the Company's Headquarters to Columbia, Maryland and supersedes the provisions
of our June 10, 1999 Agreement.
Sincerely,
Agreed and Accepted:
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P. J. Norris
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Date
cc: W. B. McGowan
W. L. Monroe
WLM:sec
