Exhibit 10.3


 


2010-2012 Long-Term Cash Award


 


	
  Granted to:

  	
  «First» «Last»

  
	
  Effective Date of
  Grant:

  	
  May 2010

  
	
  Targeted Cash Award:

  	
  $

  
	
  Performance Period:

  	
  January 1, 2010 –
  December 31, 2012

  



 


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.


 


 


	
   

  	
  W.R. Grace &
  Co.

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Alfred Festa

  
	
   

  	
  Chairman, President and
  CEO

  
	
   

  	
   

  
	
   

  	
  Acceptance of the
  foregoing is acknowledged this
                          
  day of                               ,
  2010.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature of
  Participant)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Please print full name)

  



 

















 


Annex B


 


Calculation of 
2010-2012 LTIP- Cash Award


 


Your 2010-2012 Long Term
Cash award payout will be based on the 3-year compound annual growth rate
(CAGR) in total Grace core earnings before interest and taxes (core EBIT).  Payouts are contingent upon achievement of
target CAGR for the 3-year performance period. 
The target CAGR is 6%, using 2009
results as the base year.


 


The core earnings before
interest and taxes (core EBIT) in 2009 were $255.3 million.  The chart below details six scenarios at
different assumed growth rates.  The
target growth is highlighted.


 


	
  Assumed

  Growth

  	
   

  	
  Base

  Period

  	
   

  	
  Performance Period

  Growth Targets

  	
   

  	
  Total

  Growth

  	
   

  
	
  Rates

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  10-12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.50

  	
  %

  	
  255.3

  	
   

  	
  259.1

  	
   

  	
  263.0

  	
   

  	
  267.0

  	
   

  	
  789.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.00

  	
  %

  	
  255.3

  	
   

  	
  263.0

  	
   

  	
  270.8

  	
   

  	
  279.0

  	
   

  	
  812.8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.00

  	
  %

  	
  255.3

  	
   

  	
  270.6

  	
   

  	
  286.9

  	
   

  	
  304.1

  	
   

  	
  861.6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.00

  	
  %

  	
  255.3

  	
   

  	
  280.8

  	
   

  	
  308.9

  	
   

  	
  339.8

  	
   

  	
  929.5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.00

  	
  %

  	
  255.3

  	
   

  	
  293.6

  	
   

  	
  337.6

  	
   

  	
  388.3

  	
   

  	
  1,019.5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.00

  	
  %

  	
  255.3

  	
   

  	
  319.1

  	
   

  	
  398.9

  	
   

  	
  498.6

  	
   

  	
  1,216.6

  	
   

  



 


Actual results for each
year of the performance period are adjusted for the change in pension expense
and LITP expense as compared to the base period.


 


The Long-Term Cash Award
payout will vary with actual results as shown in the chart below:


 


	
  CAGR Level Achieved

  	
   

  	
  Payout

  (rounded to the nearest whole

  percentage)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25%

  	
   

  	
  200%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15%

  	
   

  	
  147%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10%

  	
   

  	
  121%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6%

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3%

  	
   

  	
  50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3%<

  	
   

  	
  Prorated

  	
   

  



 


For the 2010-2012 LTIP,
cash payments will be made in two installments – 50% of what is earned based on
performance for 2010 and 2011, but no more than 50% of your target for the
first two years, will be paid in March 2012, and the balance will be paid
in March 2013.


 

















 


Example:


 


A sample calculation of
the Long-Term Cash Award Earned is provided below.  Assume that your Targeted Cash Award is
$20,400.  $13,600 would be earned after
Year 2 assuming a 6% growth per year. 
Therefore the payment in March 2012 would be $6,800, 50% of what is
earned.


 


	
  CAGR Level

  Achieved

  	
   

  	
  Payout in March

  2012

  	
   

  	
  Payout in March

  2013

  	
   

  	
  Total Payout

  	
   

  
	
  25

  	
  %

  	
  $

  	
  6,800

  	
   

  	
  $

  	
  34,000

  	
   

  	
  $

  	
  40,800

  	
   

  
	
  15

  	
  %

  	
  $

  	
  6,800

  	
   

  	
  $

  	
  23,188

  	
   

  	
  $

  	
  29,988

  	
   

  
	
  10

  	
  %

  	
  $

  	
  6,800

  	
   

  	
  $

  	
  17,885

  	
   

  	
  $

  	
  24,685

  	
   

  
	
  6

  	
  %

  	
  $

  	
  6,800

  	
   

  	
  $

  	
  13,600

  	
   

  	
  $

  	
  20,400

  	
   

  
	
  3

  	
  %

  	
  $

  	
  3,400

  	
   

  	
  $

  	
  6,800

  	
   

  	
  $

  	
  10,200