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1994 Stock Retainer Plan

This is an actual contract by Fresenius Medical Care Holdings.

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Sectors: Health Products and Services
Effective Date: January 01, 1994
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EXHIBIT 10.06


W. R. GRACE & CO.


_______________


1994 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS
(AS AMENDED THROUGH MARCH 7, 1996)


_______________


THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. 2


W. R. GRACE & CO.


_______________


1994 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS


_______________


1. Purposes: The purposes of this Plan are (a) to further the identity of interests of nonemployee directors of the Company with the interests of the Company's shareholders, (b) to stimulate and sustain constructive and imaginative thinking by such nonemployee directors, and (c) to induce the service or continued service of the most highly qualified individuals to serve as nonemployee directors of the company.


2. Definitions: When used in this Plan, the following terms shall have the meanings set forth in this section 2.


Board of Directors: The Board of Directors of the Company.


Code: The Internal Revenue Code of 1986, as amended.


Common Stock: The common stock of the Company, par value $1.00 per share, or such other class of shares or other securities or property as may be applicable pursuant to the provisions of section 6.


Company: W. R. Grace & Co., a New York corporation.


Fair Market Value: (a) The mean between the high and low sales prices of a share of Common Stock in New York Stock Exchange Composite Transactions for the applicable date, as reported in The Wall Street Journal or another newspaper of general circulation, or, if no sales of shares of Common Stock were reported for such date, for the next preceding date for which such sales were so reported, or (b) the fair market value of a share of Common Stock determined in accordance with any other reasonable method.


issuance (or words of similar import): The issuance of authorized but unissued Common Stock or the transfer of issued Common Stock held by the Company or a Subsidiary.


3


nonemployee director: An individual, not employed by the Company or a Subsidiary, who is serving as a director of the Company.


Plan: The 1994 Stock Retainer Plan for Nonemployee Directors herein set forth, as the same may from time to time be amended.


Rule 16b-3: Rule 16b-3 of the Securities and Exchange Commission (or any successor provision in effect at the applicable time).


service: Service to the Company as a nonemployee director. "To serve" has a correlative meaning.


Stock Retainer: An issuance of shares of Common Stock in payment of an annual retainer for service as a nonemployee director.


Subsidiary: A corporation (or other form of business association) of which shares (or other ownership interests) having 50% or more of the voting power regularly entitled to vote for directors (or equivalent management rights) are owned, directly or indirectly, by the Company.


3. Eligibility and Participation: All nonemployee directors are eligible to participate in the Plan and each such director will participate as described in section 5.


4. Stock Subject to this Plan:

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