Common use of Administration and Amendment Clause in Contracts

Administration and Amendment. The Committee may make RSU Grants to Key Employees. The Committee shall approve the GCP Leadership Team members who are to receive RSU Grants. The Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) shall approve RSU Grants for all other Key Employees. No member of the Committee shall be eligible to receive a RSU Grant while serving on the Committee. The Committee has full and exclusive authority to administer the RSU Grants, and to interpret the provisions of each RSU Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each RSU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the RSU Grants shall be final and binding on all parties. The Administrative Practices for the RSU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of RSU Grants shall, without a Participant’s consent, adversely affect his rights in any cash payment or stock award related thereto. Each Participant’s RSU Grant shall be evidenced by a RSU Grant Agreement that specifies the number of RSUs granted to the Participant, the manner of settlement related to any RSU awards that become payable, and such other terms and conditions as the Committee shall approve. ▇▇ ▇▇▇ Grant, nor any cash payment or stock award related thereto, or other right thereunder, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, or by the terms of a Participant’s Designation of Beneficiary, if any, on file with the Company. For the avoidance of doubt, the RSU Grants that are scheduled to be settled as a stock award shall be granted under the Stock Incentive Plan, and the terms of this Annex A shall be interpreted in a manner that is consistent with the terms of the applicable Stock Incentive Plan such that the provisions contained in these Administrative Practices shall be in addition to, and not in replacement of, the applicable terms of such Plan.

Administration and Amendment. The Committee may make RSU Grants 8.1 Subject to Key Employees. The Committee shall approve Rule 8.4 the GCP Leadership Team members who are to receive RSU Grants. The Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) shall approve RSU Grants for all other Key Employees. No member of the Committee Scheme shall be eligible administered by the Board whose decision on all disputes shall be final. 8.2 The Board may from time to receive a RSU Grant while serving on time amend these Rules provided that 8.2.1 no amendment may materially affect an Option Holder as regards an Option granted prior to the Committee. The Committee has full and exclusive authority to administer the RSU Grants, and to interpret amendment being made; 8.2.2 the provisions relating to: (i) the definition of each RSU Grant Agreement and Eligible Employee; (ii) the Administrative Practices specified herein, as well as the provisions of each RSU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the RSU Grants shall be final and binding on all parties. The Administrative Practices basis for the RSU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of RSU Grants shall, without a Participant’s consent, adversely affect his rights in any cash payment or stock award related thereto. Each Participant’s RSU Grant shall be evidenced by a RSU Grant Agreement that specifies the number of RSUs granted to the Participant, the manner of settlement related to any RSU awards that become payable, and such other terms and conditions as the Committee shall approve. ▇▇ ▇▇▇ Grant, nor any cash payment or stock award related thereto, or other right thereunder, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, or by the terms of a Participant’s Designation of Beneficiary, if any, on file with the Company. For the avoidance of doubt, the RSU Grants that are scheduled to be settled as a stock award shall be granted under the Stock Incentive Plandetermining an Eligible Employee's entitlement to, and the terms of, Shares or Options which may be acquired or granted under the Scheme and for the adjustment thereof (if any) in the event of this Annex A a stock split, stock dividend, recapitalisation combination of shares, exchange of shares or other change affecting the Common Stock as a class shall not be altered to the advantage of Eligible Employees without the prior approval of shareholders in general meeting (except for minor amendments to benefit the administration of the scheme, to take account of a change in legislation or to obtain or maintain favourable tax or regulatory treatment for Eligible Employees in the scheme or for a Participating Company). 8.3 The cost of establishing and operating the Scheme shall be interpreted borne by the Participating Companies in such proportions as the Board shall determine. 8.4 The Board shall determine the options which shall be offered under the Scheme to directors consultants and senior executives of Participating Companies, and ensure that options granted are related to the performance of Option Holders and of Participating Companies, and that such options provide a manner that is consistent long term incentive. 8.5 Any notice or other communication under or in connection with the terms Scheme may be given by the Company either personally or by post and to the Company either personally or by post to the secretary; items sent by post shall be prepaid and shall be deemed to have been received 72 hours after posting. 8.6 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent still possible of all Options which have neither lapsed nor been fully exercised, taking account of any other obligations of the applicable Stock Incentive Plan such that the provisions contained in these Administrative Practices shall be in addition to, and not in replacement of, the applicable terms of such PlanCompany to issue unissued shares.

Administration and Amendment. The Committee may make RSU Grants to Key Employees. The Committee shall approve the GCP Leadership Team members who are to receive RSU Grants. The Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) shall approve RSU Grants for all other Key Employees. No member of the Committee shall be eligible to receive a RSU Grant while serving on the Committee. The Committee has full and exclusive authority to administer the RSU Grantsa Stock Option grant, and to interpret the provisions of each RSU Grant 20__ Nonstatutory Stock Option (NSO) Agreement and the Administrative Practices specified herein, as well as the provisions of each RSU these 20__ Nonstatutory Stock Option (NSO) Grant AgreementProvisions. Decisions of the Committee regarding the interpretation and administration of the RSU Grants Stock Option grants shall be final and binding on all parties. The Administrative Practices for 20__ Nonstatutory Stock Option (NSO) Agreement and the RSU 20__ Nonstatutory Stock Option (NSO) Grant specified herein Provisions may be amended by the Committee, provided that, no amendment or discontinuance of RSU Grants Stock Options shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto. Each Participant’s RSU Grant General Nothing in this document or in any instrument executed pursuant hereto shall be evidenced by confer upon a RSU Grant Agreement Participant any right to continue in the employ of the Company or a Subsidiary, or shall affect the right of the Company or a Subsidiary to terminate his or her employment with or without cause. The Company or a Subsidiary may make such provisions as it may deem appropriate for the withholding of any taxes that specifies the number of RSUs granted Company or a Subsidiary determines it is required to the Participant, the manner of settlement withhold in connection with any Stock Option grant or any cash payment (or stock award) related to any RSU awards that become payable, and such other terms and conditions as the Committee shall approvethereto. ▇▇ ▇▇▇ GrantNo Stock Option, nor any cash payment or stock award related thereto, or other right thereunder, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, or by the terms of a Participant’s Designation of Beneficiary, if any, on file with the Company. For Nothing in a Stock Option grant is intended to be a substitute for, or shall preclude or limit the avoidance establishment or continuation of, any other plan, practice, or arrangement for the payment of doubtcompensation or benefits to employees generally, or to any class or group of employees, which the Company or a Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any retirement, pension, group insurance, annual bonus, stock purchase, stock bonus or stock option plan. No cash amounts paid or stock awarded pursuant to any Stock Option grant shall be included or counted as compensation for the purposes of any employee benefit plan of the Company or a Subsidiary where contributions to the plan, or the benefits received from the plan, are measured or determined in whole or in part, by the amount of the employee’s compensation. If the Participant is or becomes an employee of a Subsidiary, the RSU Grants Company's obligations hereunder shall be contingent on the Subsidiary's agreement that are scheduled (a) the Company may administer this Plan on its behalf and, (b) upon the exercise of this Stock Option, the Subsidiary will purchase from the Company the shares subject to exercise at their Fair Market Value on the date of exercise, such shares to be settled as a stock award shall be granted under then transferred by the Stock Incentive Plan, Subsidiary to the Participant upon the Participant’s payment of the purchase price to the Subsidiary. The provisions of this paragraph and the terms obligations of this Annex A shall the Subsidiary so undertaken may be interpreted waived by the Company, in a manner whole or in part, at any time or from time to time. The Chief Executive Officer of the Company may approve such technical changes and clarifications to Stock Option grants as necessary, provided that is consistent with such changes or clarifications do not vary substantially from the terms of the applicable Stock Incentive Plan such that the provisions contained in these Administrative Practices shall be in addition to, and not in replacement of, the applicable terms of such Planconditions outlined herein.

Administration and Amendment. The Committee may make RSU Grants to Key Employees. The Committee shall approve the GCP Leadership Team members who are to receive RSU Grants. The Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) shall approve RSU Grants for all other Key Employees. No member of the Committee shall be eligible to receive a RSU Grant while serving on the Committee. The Committee has full and exclusive authority to administer the RSU Grants, and to interpret the provisions of each RSU Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each RSU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the RSU Grants shall be final and binding on all parties. The Administrative Practices for the RSU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of RSU Grants shall, without a Participant’s consent, adversely affect his rights in any cash payment or stock award related thereto. Each Participant’s RSU Grant shall be evidenced by a RSU Grant Agreement that specifies the number of RSUs granted to the Participant, the manner of settlement related to any RSU awards that become payable, and such other terms and conditions as the Committee shall approve. ▇▇ ▇▇▇ No RSU Grant, nor any cash payment or stock award related thereto, or other right thereunder, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, or by the terms of a Participant’s Designation of Beneficiary, if any, on file with the Company. For the avoidance of doubt, the RSU Grants that are scheduled to be settled as a stock award shall be granted under the Stock Incentive Plan, and the terms of this Annex A shall be interpreted in a manner that is consistent with the terms of the applicable Stock Incentive Plan such that the provisions contained in these Administrative Practices shall be in addition to, and not in replacement of, the applicable terms of such Plan.