GCP APPLIED TECHNOLOGIES INC. and EQUINITI TRUST COMPANY Rights Agreement Dated as of March 15, 2019Rights Agreement • March 15th, 2019 • GCP Applied Technologies Inc. • Chemicals & allied products • New York
Rights Agreement, dated as of March 15, 2019, between GCP Applied Technologies Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, as rights agent (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among CYCLADES PARENT, INC., CYCLADES MERGER SUB, INC. GCP APPLIED TECHNOLOGIES INC. and COMPAGNIE DE SAINT-GOBAIN S.A. (solely for purposes of Section 8.13) Dated as of December 5, 2021Agreement and Plan of Merger • December 7th, 2021 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 5, 2021 (this “Agreement”), is made by and among Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cyclades Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), GCP Applied Technologies Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 8.13, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France (the “Guarantor”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
RETENTION INCENTIVE AGREEMENTRetention Incentive Agreement • May 9th, 2022 • GCP Applied Technologies Inc. • Chemicals & allied products • Georgia
This RETENTION INCENTIVE AGREEMENT (this “Agreement”) is made and entered into this 24th day of January, 2022 (“Effective Date”) by and between [GCP Applied Technologies, Inc.] (the “Company”) and Sherry Mennenga, (the “Employee”). The Company is a party to that Agreement and Plan of Merger entered into as of December 5, 2021 pursuant to which the Company will be acquired by certain other parties to that agreement (the “Purchase Agreement”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG W. R. GRACE & CO., W. R. GRACE & CO.-CONN. AND GCP APPLIED TECHNOLOGIES INC. DATED AS OF JANUARY 27, 2016Separation and Distribution Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 27, 2016 (this “Agreement”), is by and among W. R. Grace & Co., a Delaware corporation (“Grace”), W. R. Grace & Co.-Conn., a Connecticut corporation (“Grace Conn”) and GCP Applied Technologies Inc., a Delaware corporation (“GCP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN W. R. GRACE & CO.—CONN. AND GCP APPLIED TECHNOLOGIES INC. DATED AS OF JANUARY 27, 2016Transition Services Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2016 (this “Agreement”), is by and between W. R. Grace & Co.—Conn., a Connecticut corporation (“Grace Conn”), and GCP Applied Technologies Inc., a Delaware corporation (“GCP”).
TAX SHARING AGREEMENTTax Sharing Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of January 27, 2016, by and among W. R. Grace & Co., a Delaware corporation (“Grace”), W. R. Grace & Co.–Conn., a Connecticut corporation and a wholly owned subsidiary of Grace (“Grace Conn”) and GCP Applied Technologies Inc., a Delaware corporation and a wholly owned subsidiary of Grace Conn (“GCP”) (Grace, Grace Conn and GCP sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).
RE: Incentive Award Modification Letter Dear Ms. Mennenga,GCP Applied Technologies Inc. • May 9th, 2022 • Chemicals & allied products
This letter (the “Modification Agreement”) modifies certain incentive awards previously issued to you by GCP Applied Technologies, Inc. (the “Company”) effective as of the date hereof.
GRACE TRANSITIONAL LICENSE AGREEMENTGrace Transitional License Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • New York
WHEREAS, Grace is engaged in the manufacture and sale of a wide variety of chemical and industrial products in a number of different fields;
CROSS LICENSE AGREEMENTLicense Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • New York
GCP Applied Technologies Inc., a corporation organized and existing under the laws of Delaware, USA having an office at 62 Whittemore Ave., Cambridge, MA 02140-1623 (hereinafter referred to as “GCP”);
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 13th, 2020 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of March 13, 2020, by and between GCP Applied Technologies Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, as rights agent (the “Rights Agent”), amends the Rights Agreement, dated as of March 15, 2019, between the Company and the Rights Agent (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.
GCP APPLIED TECHNOLOGIES INC., the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 9.500% Senior Notes due 2023GCP Applied Technologies Inc. • January 28th, 2016 • Chemicals & allied products • New York
INDENTURE dated as of January 27, 2016, among GCP APPLIED TECHNOLOGIES INC. (the “Company”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN GCP APPLIED TECHNOLOGIES INC. AND HENKEL AG & CO. KGaA Dated as of June 30, 2017Stock and Asset Purchase Agreement • July 3rd, 2017 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT, dated as of June 30, 2017 (this “Agreement”), is by and between GCP Applied Technologies Inc., a Delaware corporation (“Seller”), and Henkel AG & Co. KGaA, a German partnership limited by shares (“Purchaser”), and amends and restates in its entirety that certain Stock and Asset Purchase Agreement, dated as of March 2, 2017 (the “Original Agreement” and such date, the “Original Execution Date”), by and among Seller and Purchaser. Seller and Purchaser are each referred to as a “Party” and collectively as the “Parties”.
January 13th, 2021 Michael W. ValenteGCP Applied Technologies Inc. • January 19th, 2021 • Chemicals & allied products
EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2020 • GCP Applied Technologies Inc. • Chemicals & allied products
This Employment Agreement (“Agreement”) is made between GCP Applied Technologies Inc., a Delaware corporation (the “Company”), and Simon Bates (the “Executive”).
FIRST AMENDMENT TOCredit Agreement • August 25th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • New York
This FIRST AMENDMENT to the Credit Agreement referred to below is entered into as of August 25, 2016 (this "First Amendment") by and among GCP APPLIED TECHNOLOGIES INC., a Delaware corporation (the "Borrower"), GRACE CONSTRUCTION PRODUCTS LIMITED, a limited liability company incorporated under the laws of England and Wales with company number 00614807 (the "UK Borrower"), GCP APPLIED TECHNOLOGIES NV (FORMERLY GRACE NV), a public limited liability company (naamloze vennootschap/société anonyme) organized and existing under the laws of Belgium, having its registered seat at Industriepark 8, B-2220 Heist-Op-Den-Berg with company number 0403.768.141 RLE Antwerp (division Mechelen) (the "Belgian Borrower" and together with the UK Borrower, the "European Borrowers"; the European Borrowers, together with the Borrower, the "Borrowers"), the Guarantors party hereto, the Lenders under the Credit Agreement party hereto and DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), as administrative agent (in suc
REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN GCP APPLIED TECHNOLOGIES INC. AND IQHQ, L.P. CONCERNING PROPERTY COMMONLY KNOWN AS 36-64 WHITTEMORE AVENUE, 53-59 WHITTEMORE AVENUE, 65-85 WHITTEMORE AVENUE, 91-99 WHITTEMORE AVENUE, 115 WHITTEMORE...Real Estate Purchase and Sale Agreement • July 8th, 2020 • GCP Applied Technologies Inc. • Chemicals & allied products • Massachusetts
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT is entered into as of the Effective Date (defined below) by and between GCP APPLIED TECHNOLOGIES INC., a Delaware corporation (the “Seller”), and IQHQ, L.P., a Maryland limited partnership (the “Purchaser”), and joined in for the limited purposes set forth herein by FIDELITY NATIONAL TITLE COMPANY, as escrow agent.
STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEENStock and Asset Purchase Agreement • April 28th, 2017 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This STOCK AND ASSET PURCHASE AGREEMENT, dated as of March 2, 2017 (this “Agreement”), is by and between GCP Applied Technologies Inc., a Delaware corporation (“Seller”), and Henkel AG & Co. KGaA, a German partnership limited by shares (“Purchaser”). Seller and Purchaser are each referred to as a “Party” and collectively as the “Parties”.
GCP APPLIED TECHNOLOGIES INC. PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENTBased Stock Unit Award Agreement • March 30th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date as set forth on the Performance-Based Stock Unit Award Grant Certificate pursuant to which this Agreement is attached, is entered into by and between GCP Applied Technologies Inc., a Delaware corporation (the “Company”), and the employee of the Company identified on the Performance-Based Stock Unit Award Grant Certificate pursuant to which this Agreement is attached (the “Participant”). All capitalized terms used herein shall have the same meaning as in the GCP Applied Technologies Inc. 2016 Stock Incentive Plan (the “Plan”), except as otherwise expressly provided herein.
GCP APPLIED TECHNOLOGIES INC., the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 5.500% Senior Notes due 2026 INDENTURE Dated as of April 10, 2018Master Agreement • April 10th, 2018 • GCP Applied Technologies Inc. • Chemicals & allied products • New York
INDENTURE dated as of April 10, 2018, among GCP APPLIED TECHNOLOGIES INC. (the “Company”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
LEASELease • November 6th, 2020 • GCP Applied Technologies Inc. • Chemicals & allied products • Massachusetts
Property Address: The parcels known as 36-64 Whittemore Avenue, 1R-3R Alewife Brook Parkway, 53-59 Whittemore Avenue, 65-85 Whittemore Avenue, 91-99 Whittemore Avenue, and 115 Whittemore Avenue, Cambridge, Massachusetts 02140
GCP APPLIED TECHNOLOGIES INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 30th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date as set forth on the Restricted Stock Unit Award Grant Certificate pursuant to which this Agreement is attached, is entered into by and between GCP Applied Technologies Inc., a Delaware corporation (the “Company”), and the employee of the Company identified on the Restricted Stock Unit Award Grant Certificate pursuant to which this Agreement is attached (the “Participant”). All capitalized terms used herein shall have the same meaning as in the GCP Applied Technologies Inc. 2016 Stock Incentive Plan (the “Plan”), except as otherwise expressly provided herein.
ContractVoting and Support Agreement • December 7th, 2021 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 5, 2021, is by and among Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cyclades Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the Persons set forth on Schedule I attached hereto (each, a “Stockholder”).
RSU Grant Agreement/StockRsu Grant Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products
Pursuant to the terms of the Employee Matters Agreement, dated as of January 27, 2016, entered into among W R. Grace & Co. (“Grace”), W. R. Grace & Co.—Conn, and GCP Applied Technologies Inc. (“GCP”) in connection with the separation of GCP from Grace, you have been issued a number of GCP “restricted share units” (“RSUs”) specified above under the GCP Applied Technologies Inc. 2016 Stock Incentive Plan.
ContractVoting and Support Agreement • December 7th, 2021 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 5, 2021, is by and among Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cyclades Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the Persons set forth on Schedule I attached hereto (each, a “Stockholder”).
AGREEMENTAgreement • March 11th, 2019 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
This Agreement (this “Agreement”) is made and entered into as of March 11, 2019, by and among GCP Applied Technologies Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 7th, 2021 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of December 5, 2021, to the Rights Agreement, dated as of March 15, 2019 (the “Rights Agreement”), as amended on March 13 2020, by and between GCP Applied Technologies Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, as rights agent (the “Rights Agent”), shall be effective immediately prior to the Company’s entry into that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) to be entered into by and among the Company, Cyclades Parent, Inc., a Delaware corporation, Cylades Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, and, solely for purposes of Section 8.13 of the Merger Agreement, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France; provided, however, if (i) the Merger Agreement is not executed as of even date herewith, or (ii) the Merger Agreement is validly terminated in ac
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • June 6th, 2017 • GCP Applied Technologies Inc. • Chemicals & allied products • Massachusetts
This Separation Agreement and General Release (hereafter, the “Agreement”) is made and entered into this 31st day of May, 2017 (hereafter referred to as the “Effective Date”), by GCP APPLIED TECHNOLOGIES INC., and subsidiaries and affiliates, and each of their representatives, officers, directors, shareholders, managers, supervisors, employees, agents, heirs, assigns and successors (hereafter referred to collectively as “GCP”) and SABER ZAIN MAHMOOD and all of his agents, heirs, assigns and successors (hereafter referred to collectively as “EMPLOYEE”).
ContractGCP Applied Technologies Inc. • December 23rd, 2021 • Chemicals & allied products
This letter (the “Modification Agreement”) modifies certain incentive awards previously issued to you by GCP Applied Technologies, Inc. (the “Company”) effective as of the date hereof.
GCP APPLIED TECHNOLOGIES INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 30th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware
THIS STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date as set forth on the Stock Option Award Grant Certificate pursuant to which this Agreement is attached, is entered into by and between GCP Applied Technologies Inc., a Delaware corporation (the “Company”), and the employee of the Company identified on the Stock Option Award Grant Certificate pursuant to which this Agreement is attached (the “Participant”). All capitalized terms used herein shall have the same meaning as in the GCP Applied Technologies Inc. 2016 Stock Incentive Plan (the “Plan”), except as otherwise expressly provided herein.
ContractGCP Applied Technologies Inc. • December 23rd, 2021 • Chemicals & allied products
This letter (the “Modification Agreement”) modifies certain incentive awards previously issued to you by GCP Applied Technologies, Inc. (the “Company”) effective as of the date hereof.
RSU Grant Agreement/StockRsu Grant Agreement • February 11th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products
Pursuant to the terms of the Employee Matters Agreement, dated as of January 27, 2016, entered into among W R. Grace & Co. (“Grace”), W. R. Grace & Co.-Conn, and GCP Applied Technologies Inc. (“GCP”) in connection with the separation of GCP from Grace, you have been issued a number of GCP “restricted share units” (“RSUs”) specified above under the GCP Applied Technologies Inc. 2016 Stock Incentive Plan.
GCP Applied Technologies Inc.GCP Applied Technologies Inc. • February 27th, 2020 • Chemicals & allied products
