Common use of Administration and Amendment Clause in Contracts

Administration and Amendment. The Committee has full and exclusive authority to administer the PBU Grant, and to interpret the provisions of each Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each PBU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the PBU Grant shall be final and binding on all parties. The Administrative Practices for the PBU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of PBU Grants shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto. Each Participant’s PBU Grant shall be evidenced by a 20__–20__ PBU Grant Agreement that specifies the number of PBUs initially granted to the Participant, the manner of settlement related to any final PBUs earned, and such other terms and conditions as the Committee shall approve, inclusive of the provisions of this Annex B, which are incorporated into the RSU Grant Agreement to which this Annex B is attached. In the case of a Key Employee who becomes a Participant after the beginning of the Performance Period, the Committee may ratably reduce the cash payout or stock award (as applicable) covered by such Key Employee’s PBU Grant, or otherwise appropriately adjust the terms of the PBU Grant, to reflect the fact that the Key Employee is to be a Participant for only part of the Performance Period. Subject to the administrative practices that apply to termination or change in employment status and to the amendment or discontinuance of PBU Grants, the performance objectives applicable to PBU Grants will remain unchanged during the Performance Period except as specified herein.

Administration and Amendment. The Committee has full and exclusive authority to administer the PBU Granta Stock Option grant, and to interpret the provisions of each Grant 20__ Nonstatutory Stock Option (NSO) Agreement and the Administrative Practices specified herein, as well as the provisions of each PBU these 20__ Nonstatutory Stock Option (NSO) Grant AgreementProvisions. Decisions of the Committee regarding the interpretation and administration of the PBU Grant Stock Option grants shall be final and binding on all parties. The Administrative Practices for 20__ Nonstatutory Stock Option (NSO) Agreement and the PBU 20__ Nonstatutory Stock Option (NSO) Grant specified herein Provisions may be amended by the Committee, provided that, no amendment or discontinuance of PBU 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 General Nothing in this document or in any instrument executed pursuant hereto shall confer upon a 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 the Company or a Subsidiary determines it is required to withhold in connection with any Stock Option grant or any cash payment (or stock award) related thereto. No 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 PBU Grant Designation of Beneficiary, if any, on file with the Company. Nothing in a Stock Option grant is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice, or arrangement for the payment of compensation 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 evidenced by included or counted as compensation for the purposes of any employee benefit plan of the Company or a 20__–20__ PBU Grant Agreement that specifies the number of PBUs initially granted Subsidiary where contributions to the Participantplan, 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 manner Company's obligations hereunder shall be contingent on the Subsidiary's agreement that (a) the Company may administer this Plan on its behalf and, (b) upon the exercise of settlement related 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 then transferred by the Subsidiary to the Participant upon the Participant’s payment of the purchase price to the Subsidiary. The provisions of this paragraph and the obligations of the Subsidiary so undertaken may be waived by the Company, in whole or in part, at any final PBUs earnedtime 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, and provided that such other changes or clarifications do not vary substantially from the terms and conditions as the Committee shall approve, inclusive of the provisions of this Annex B, which are incorporated into the RSU Grant Agreement to which this Annex B is attached. In the case of a Key Employee who becomes a Participant after the beginning of the Performance Period, the Committee may ratably reduce the cash payout or stock award (as applicable) covered by such Key Employee’s PBU Grant, or otherwise appropriately adjust the terms of the PBU Grant, to reflect the fact that the Key Employee is to be a Participant for only part of the Performance Period. Subject to the administrative practices that apply to termination or change in employment status and to the amendment or discontinuance of PBU Grants, the performance objectives applicable to PBU Grants will remain unchanged during the Performance Period except as specified 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 PBU GrantRSU Grants, and to interpret the provisions of each RSU Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each PBU RSU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the PBU Grant RSU Grants shall be final and binding on all parties. The Administrative Practices for the PBU RSU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of PBU RSU Grants shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto. Each Participant’s PBU RSU Grant shall be evidenced by a 20__–20__ PBU RSU Grant Agreement that specifies the number of PBUs initially RSUs granted to the Participant, the manner of settlement related to any final PBUs earnedRSU awards that become payable, and such other terms and conditions as the Committee shall approve. No RSU Grant, inclusive 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 provisions 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 B, which are incorporated into the RSU Grant Agreement to which this Annex B A shall be interpreted in a manner that is attached. In the case of a Key Employee who becomes a Participant after the beginning of the Performance Period, the Committee may ratably reduce the cash payout or stock award (as applicable) covered by such Key Employee’s PBU Grant, or otherwise appropriately adjust consistent with the terms of the PBU Grant, to reflect the fact applicable Stock Incentive Plan such that the Key Employee is to provisions contained in these Administrative Practices shall be a Participant for only part of the Performance Period. Subject to the administrative practices that apply to termination or change in employment status addition to, and to the amendment or discontinuance of PBU Grantsnot in replacement of, the performance objectives applicable to PBU Grants will remain unchanged during the Performance Period except as specified hereinterms of such Plan.

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 PBU GrantRSU Grants, and to interpret the provisions of each RSU Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each PBU RSU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the PBU Grant RSU Grants shall be final and binding on all parties. The Administrative Practices for the PBU RSU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of PBU RSU Grants shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto. Each Participant’s PBU RSU Grant shall be evidenced by a 20__–20__ PBU RSU Grant Agreement that specifies the number of PBUs initially RSUs granted to the Participant, the manner of settlement related to any final PBUs earnedRSU awards that become payable, and such other terms and conditions as the Committee shall approve. Xx XXX Grant, inclusive 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 provisions 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 B, which are incorporated into the RSU Grant Agreement to which this Annex B A shall be interpreted in a manner that is attached. In the case of a Key Employee who becomes a Participant after the beginning of the Performance Period, the Committee may ratably reduce the cash payout or stock award (as applicable) covered by such Key Employee’s PBU Grant, or otherwise appropriately adjust consistent with the terms of the PBU Grant, to reflect the fact applicable Stock Incentive Plan such that the Key Employee is to provisions contained in these Administrative Practices shall be a Participant for only part of the Performance Period. Subject to the administrative practices that apply to termination or change in employment status addition to, and to the amendment or discontinuance of PBU Grantsnot in replacement of, the performance objectives applicable to PBU Grants will remain unchanged during the Performance Period except as specified hereinterms of such Plan.

Administration and Amendment. 8.1 Subject to Rule 8.4 the Scheme shall be administered by the Board whose decision on all disputes shall be final. 8.2 The Committee has full and exclusive authority Board may from time to administer 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 PBU Grantamendment being made; 8.2.2 the provisions relating to: (i) the definition of Eligible Employee; (ii) the basis for determining 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 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 interpret the provisions advantage of each Grant Agreement and Eligible Employees without the Administrative Practices specified herein, as well as prior approval of shareholders in general meeting (except for minor amendments to benefit the provisions of each PBU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the PBU Grant 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 final 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 binding on all parties. The Administrative Practices for senior executives of Participating Companies, and ensure that options granted are related to the PBU Grant specified herein performance of Option Holders and of Participating Companies, and that such options provide a long term incentive. 8.5 Any notice or other communication under or in connection with the Scheme may be amended given by the Committee, provided that, no amendment Company either personally or discontinuance of PBU Grants shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto. Each Participant’s PBU Grant shall be evidenced by a 20__–20__ PBU Grant Agreement that specifies the number of PBUs initially granted to the Participant, the manner of settlement related to any final PBUs earned, and such other terms and conditions as the Committee shall approve, inclusive of the provisions of this Annex B, which are incorporated into the RSU Grant Agreement to which this Annex B is attached. In the case of a Key Employee who becomes a Participant after the beginning of the Performance Period, the Committee may ratably reduce the cash payout or stock award (as applicable) covered by such Key Employee’s PBU Grant, or otherwise appropriately adjust the terms of the PBU Grant, to reflect the fact that the Key Employee is to be a Participant for only part of the Performance Period. Subject to the administrative practices that apply to termination or change in employment status post and to the amendment Company either personally or discontinuance 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 PBU Grantsall Options which have neither lapsed nor been fully exercised, taking account of any other obligations of the performance objectives applicable Company to PBU Grants will remain unchanged during the Performance Period except as specified hereinissue unissued shares.