As filed with the Securities and Exchange Commission on January 28, 2016
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

FORM S-8
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 

 
GCP Applied Technologies Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
47-3936076
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
c/o 7500 Grace Drive
Columbia, Maryland 21044
(Address of Principal Executive Offices, including Zip Code)
 
GCP Applied Technologies Inc.
2016 Stock Incentive Plan
(Full title of the plan)
 
Mark A. Shelnitz
Vice President, General Counsel and Secretary
c/o 7500 Grace Drive
Columbia, Maryland 21044
(410) 531-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o
 
Accelerated filer  o
 
Non-accelerated filer  ý
  (Do not check if a
smaller reporting company)
 
Smaller reporting company  o

 





CALCULATION OF REGISTRATION FEE 
Title of Securities to be Registered
 
Amount to be Registered (1)
 
Proposed Maximum Offering Price per Share (2)
 
Proposed Maximum Aggregate Offering Price
 
Amount of Registration Fee
Common Stock, par value $0.01
 
7,000,000.00
 
$20.00
 
$140,000,000.00
 
$14,098.00

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, referred to as the Securities Act, this registration statement also covers an indeterminate number of shares of common stock, par value $0.01 per share, referred to as Common Stock, of GCP Applied Technologies Inc., referred to as the Registrant, that may be issuable under the GCP Applied Technologies 2016 Stock Incentive Plan, referred to as the Plan, as a result of a stock split, stock dividend or similar transactions. All 7,000,000 shares of Common Stock to be registered are authorized to be issued under the Plan, which will become effective on the date of the distribution of all the outstanding shares of Common Stock by W. R. Grace & Co. to its shareholders (the “ Spin-Off ”).

(2)
Estimated solely for the purpose of calculating the registration fee, based, in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, on the average of the high and low prices for the shares of Common Stock in the “when issued” trading market as reported on the New York Stock Exchange on January 26, 2016.

 





EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering 7,000,000 shares of Common Stock issuable pursuant to the Plan.
PART I
Information Required in THE SECTION 10(a) Prospectus
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the introductory note to Part I of Form S-8. The documents containing the information specified in Part I have been or will be delivered to the participants in the Plan as required by Rule 428(b) under the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Registrant with the Securities and Exchange Commission, referred to as the Commission, are incorporated herein by reference:
1.
The Registrant’s Registration Statement on Form 10 (Commission File No. 001-37533) initially filed on August 5, 2015, as amended by Amendment No. 1 filed on September 28, 2015, Amendment No. 2 filed on November 2, 2015, Amendment No. 3 filed on December 1, 2015, Amendment No. 4 filed on December 22, 2015, Amendment No. 5 filed on January 12, 2016, Amendment No. 6 filed on January 13, 2016, and Amendment No. 7 filed on January 14, 2016, under the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act;
2.
The description of the Registrant’s Common Stock contained in the Information Statement filed as Exhibit 99.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form 10 filed on January 12, 2016 (Commission File No. 001-37533), including any amendment or report filed for the purpose of updating such description; and
3.
The Registrant’s Current Reports on Form 8-K filed on January 25, 2016, and January 28, 2016.
All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed amendment hereto or document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4.      DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.




ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware.
Delaware law provides that directors of a corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of their fiduciary duties as directors, except for liability:
•
for any breach of their duty of loyalty to the corporation or its stockholders;
•
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•
under Section 174 of the Delaware General Corporation Law, referred to as the DGCL, relating to unlawful payments of dividends or unlawful stock repurchases or redemptions; or
•
for any transaction from which the director derived an improper personal benefit.
The limitation of liability does not apply to liabilities arising under the federal or state securities laws and does not affect the availability of equitable remedies, such as injunctive relief or rescission.
Under the Registrant’s amended and restated certificate of incorporation and by-laws to be in effect at the effective time of the Spin-Off, referred to as the Certificate and the By-laws, the Registrant shall indemnify and hold harmless its directors and officers to the fullest extent authorized by the DGCL. The rights of indemnification set forth in the Certificate and By-laws are contract rights and shall include the obligation of the Registrant to pay the expenses incurred in defending any such proceeding in advance of its final disposition. The Certificate and By-laws provide that the Registrant will indemnify its directors and officers against all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection with various types of legal actions or proceedings. Determinations, if required by applicable law, with respect to the claimant's entitlement to indemnification shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as defined in the By-laws), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as defined in the By-laws) or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, or (iii) if a quorum of Disinterested Directors so directs, by the stockholders of the Registrant.
In accordance with the Certificate and the By-laws, the Registrant may purchase and maintain insurance on its own behalf and on behalf of any director or officer of the Registrant against any expense, liability or loss asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the Registrant would have the power to indemnify such person against such expenses, liability or loss under the DGCL.
The foregoing is only a general summary of certain aspects of Delaware law and the Certificate and By-laws dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of those sections of the DGCL referenced above, and to the Certificate and the By-laws, the forms of which are filed as Exhibits 4.1 and 4.2, respectively, to this Registration Statement.
ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8.      EXHIBITS.
The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.




ITEM 9.      UNDERTAKINGS.
(a)    The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided , however , that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.





SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbia, State of Maryland, on January 28, 2016. 
 
GCP APPLIED TECHNOLOGIES INC.
 
 
 
By:
/s/ MARK A. SHELNITZ
 
 
Mark A. Shelnitz
 
 
Vice President and Secretary
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in their said capacities on January 28, 2016: 
Signature
 
Title
 
 
 
 
 
 
 
/s/ ALFRED E. FESTA
 
Chairman of the Board of Directors and Chief
 
January 28, 2016
Alfred E. Festa
 
Executive Officer (Principal Executive Officer)
 
 
 
 
 
 
 
/s/ HUDSON LA FORCE III
 
Vice President and Chief Financial Officer
 
January 28, 2016
Hudson La Force III
 
(Principal Financial Officer and Principal Accounting Officer) and Director
 
 
 
 
 
 
 
*
 
Director
 
January 28, 2016
Janice K. Henry
 
 
 
 
 
 
 
 
 
/s/ MARK A. SHELNITZ
 
Director
 
January 28, 2016
Mark A. Shelnitz
 
 
 
 
 
 
 
 
 
*     By signing his name hereto, Mark A. Shelnitz is signing this Registration Statement on behalf of each of the persons indicated above pursuant to the powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission.
 
By:
/s/ MARK A. SHELNITZ
 
 
Mark A. Shelnitz
 
 
Attorney-in-Fact





Exhibit Index
 
Exhibit
Number
 
Description
4.1

 
Form of Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc. (incorporated by reference to Exhibit 3.1 of Amendment No. 6 to the Registrant’s Registration Statement on Form 10 filed on January 13, 2016, File No. 001-37533).
4.2

 
Form of Amended and Restated By-Laws of GCP Applied Technologies Inc. (incorporated by reference to Exhibit 3.2 of Amendment No. 4 to the Registrant’s Registration Statement on Form 10 filed on December 22, 2015, File No. 001-37533).
4.3

 
GCP Applied Technologies Inc. 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 of Amendment No. 5 to the Registrant’s Registration Statement on Form 10 filed on January 12, 2016, File No. 001-37533).
4.4

 
Form of 2014 Nonstatutory Stock Option Agreement.*
4.5

 
Form of 2015 Nonstatutory Stock Option Agreement.*
4.6

 
Form of Restricted Stock Unit Agreement.*
5.1

 
Opinion of Wachtell, Lipton, Rosen & Katz.*
15.1

 
Accountants' Awareness Letter.*
23.1

 
Consent of PricewaterhouseCoopers LLP.*
23.2

 
Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).*
24.1

 
Powers of Attorney.*
____________________________________________________________________________________________________________
*    Filed herewith.


EXHIBIT 4.4


GCP APPLIED TECHNOLOGIES INC. (the “Company”)
NONSTATUTORY STOCK OPTION

The GCP Applied Technologies Inc. 2016 Stock Incentive Plan (the "Plan")
Granted To:     [Name]
Date of Grant:     [Date]
Expiration Date:     [Date]
In accordance with the Employee Matters Agreement, dated as of January 27, 2016, entered into among W R. Grace & Co. (“Grace”), W. R. Grace & Co.-Conn, and the Company in connection with the separation of the Company from Grace, and the Plan (a copy of which is attached), you have been granted an Option to purchase [number] total options shares of Common Stock, as defined in the Plan (this "Option"), upon the following terms and conditions:
(1) The purchase price is $[Price]
(2) Subject to the other provisions hereof, this Option shall become exercisable as follows:
[Shares 1]
[Shares 2]
[Shares 3]
Once exercisable, an installment may be exercised at any time, in whole or in part, until the expiration or termination of this Option.
(3) This Option shall not be treated as an Incentive Stock Option (as such term is defined in the Plan).
(4) This Option may be exercised only by accessing your account at www.etrade.com/stockplans. E*Trade Financial can also be reached by phone at (800) 838-0908 or (650) 599-0125 if calling from outside the United States and Canada. E*Trade Financial will coordinate the exercise with the Company. The purchase price shall be paid in cash or, with the permission of the Company (which may be subject to certain conditions), in shares of Common Stock or in a combination of cash and such shares (see section 6(a) of the Plan).
(5) Neither this Option nor any right thereunder nor any interest therein may be assigned or transferred by you, except by will or the laws of descent and distribution. This Option is exercisable during your lifetime only by you. If you cease to serve the Company or a Subsidiary (as defined in the Plan), this Option shall terminate as provided in section 6(d) of the Plan, subject, however, to the following:
(a) In the event you should become incapacitated or die and neither you nor your legal representative(s) or other person(s) entitled to exercise this Option exercise this Option to the fullest extent possible on or before its termination, the Company shall pay you, your legal representative(s) or such other person(s), as the case may be, an amount of cash equal to the Fair Market Value (as defined under the Plan) of any shares remaining subject to this Option on the last date it could have been exercised, less the aggregate purchase price of such shares.
(b) Notwithstanding any provision of the Plan, in the event (i) you voluntarily retire under a retirement plan of the Company or a Subsidiary prior to the date on which the first installment of this Option becomes exercisable and (ii) you do not continue to serve the Company or a Subsidiary until such date, this Option shall terminate as of the date you cease to serve.
(6) If you are or become an employee of a Subsidiary, the 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


EXHIBIT 4.4

the exercise of this Option, the Subsidiary will purchase from the Company the shares subject to the exercise at their Fair Market Value on the date of exercise, such shares to be then transferred by the Subsidiary to you upon your payment of the purchase price to the Subsidiary. Where appropriate, such approval and agreement of the Subsidiary shall be indicated by its signature below. 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 time or from time to time.
(7) The Plan is hereby incorporated by reference. Terms defined in the Plan shall have the same meaning herein. This Option is granted subject to the Plan and shall be construed in conformity with the Plan.
GCP APPLIED TECHNOLOGIES INC.
                
            
By: ___________________
         [Name]












EXHIBIT 4.5

GCP APPLIED TECHNOLOGIES INC. (the "Company")
NONSTATUTORY STOCK OPTION

The GCP Applied Technologies Inc. Stock Incentive Plan (the "Plan")
Granted To:     [Name]
Date of Grant:     [Date]
Expiration Date:     [Date]
In accordance with the Employee Matters Agreement, dated as of January 27, 2016, entered into among W R. Grace & Co. (“Grace”), W. R. Grace & Co.—Conn, and the Company in connection with the separation of the Company from Grace, and the Plan (a copy of which is attached), you have been granted an Option to purchase [Number] shares of Common Stock, as defined in the Plan ("Option"), upon the following terms and conditions:
(1) The purchase price is $[Price]
(2) Subject to the other provisions hereof, this Option shall become exercisable as follows:
[Number] shares on [Date]
[Number] shares on [Date]
[Number] shares on [Date]
Once exercisable, an installment may be exercised at any time, in whole or in part, until the expiration or termination of this Option.
(3) This Option shall not be treated as an Incentive Stock Option (as such term is defined in the Plan).
(4) This Option may be exercised only by accessing your account at www.etrade.com/stockplans. E*Trade Financial can also be reached by phone at (800) 838-0908 or (650) 599-0125 if calling from outside the United States and Canada. E*Trade Financial will coordinate the exercise with the Company. The purchase price shall be paid in cash or, with the permission of the Company (which may be subject to certain conditions), in shares of Common Stock or in a combination of cash and such shares (see section 6(a) of the Plan).
(5) Neither this Option nor any right thereunder nor any interest therein may be assigned or transferred by you, except by will or the laws of descent and distribution. This Option is exercisable during your lifetime only by you. If you cease to serve the Company or a Subsidiary (as defined in the Plan), this Option shall terminate as provided in section 6(d) of the Plan, subject, however, to the following:
(a) In the event you should become incapacitated or die and neither you nor your legal representative(s) or other person(s) entitled to exercise this Option exercise this Option to the fullest extent possible on or before its termination, the Company shall pay you, your legal representative(s) or such other person(s), as the case may be, an amount of money equal to the Fair Market Value (as defined under the Plan) of any shares remaining subject to this Option on the last date it could have been exercised, less the aggregate purchase price of such shares.
(b) Notwithstanding any provision of the Plan: (A) in the event you voluntarily retire under a retirement plan of the Company or a Subsidiary prior to the date on which the first installment of this Option becomes exercisable, this Option shall terminate as of the date you cease to serve; (B) in the event (i) you are involuntarily terminated as a result of Separation and



EXHIBIT 4.5

Distribution (each, as defined in that certain Separation and Distribution Agreement, dated as of January 27, 2016, by and among the Company, W. R. Grace & Co., and W. R. Grace & Co.—Conn), as determined by the Company’s Chief Human Resources Officer, and (ii) you have attained age 55, then this Option shall terminate three years after your date of termination by the Company; and (C) in the event (i) you are involuntarily terminated as a result of the Separation and Distribution, as determined by the Company’s Chief Human Resources Officer, and (ii) you have not attained age 55, then a portion of this Option shall vest (as of your date of termination) so that the total vested portion of this Option is equal to the portion of the period beginning May 7, 2015 through May 7, 2018 (inclusive) that you were employed by the Company, and the remaining portion of this Option shall terminate as of the date of your termination by the Company.
(6) If you are or become an employee of a Subsidiary, the 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 this 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 you upon your payment of the purchase price to the Subsidiary. Where appropriate, such approval and agreement of the Subsidiary shall be indicated by its signature below. 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 time or from time to time.
(7) The Plan is hereby incorporated by reference. Terms defined in the Plan shall have the same meaning herein. This Option is granted subject to the Plan and shall be construed in conformity with the Plan.
GCP APPLIED TECHNOLOGIES INC.
                

            
By: ________________
         [Name]






EXHIBIT 4.6

RSU Grant Agreement/Stock


Granted to:    [Name]
Date of Grant:    [Grant Date]
Grant Value:    [Grant Value]
RSUs Granted:     [Number of RSUs]
Vesting/Stock Valuation Date:    [Vesting Date]
Settlement:    Stock


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.

Your RSU Grant will be settled in stock as soon as practical after the Vesting/Stock Valuation Date (but within 60 days of that date, in any event), provided you are still employed on that date by GCP.  (Note that the consequences of a change in or termination of, your employment status prior to the Vesting/Stock Valuation Date are described in Annex A, “Administrative Practices – RSU Grants”, which is attached hereto.)

The number of shares awarded will be equal to the number of shares set forth above. (However, please note that, while it is intended that your RSUs be settled in stock as described herein, GCP reserves the right to instead settle RSUs in cash, based on the closing price of a share of GCP common stock on the Vesting/Stock Valuation Date, depending on an evaluation of circumstances at that time.)  

Your RSU Grant is governed by the terms of this Agreement and the attached Annex A, and the appropriate Stock Incentive Plan (as described in Annex A).

RSUs are being granted only to a limited number of key employees. This grant should, consequently, be treated confidentially.

Please read and acknowledge this agreement through E-Trade as specified in the accompanying cover memo.

GCP APPLIED TECHNOLOGIES INC.
                

            
By: ________________
         [Name]





Annex A

GCP Applied Technologies Inc.
Administrative Practices – RSU Grants

Definitions

“Board of Directors”: The Board of Directors of the “Company” (as defined below).

“Committee”: The Compensation Committee of the Board of Directors.

“Company”: GCP Applied Technologies, Inc., a Delaware corporation.

“Key Employee”: An officer or other full-time employee of the Company, who, in the opinion of the Company, can contribute significantly to the growth and successful operations of the Company.

“Participant”: A Key Employee who is a recipient of a RSU Grant.

“RSU Grant”: A “restricted share unit” granted to a Participant, which would entitle him or her to a cash payment (or stock award), in accordance with his or her RSU Grant Agreement.

“RSU Grant Agreement”: An agreement memorializing the RSU Grant that specifies the number of RSUs granted to the Participant, the manner of settlement related to any RSUs that become payable, and such other terms and conditions as the Committee shall approve.

“Service Period”: [Date] to [Date] (inclusive).

“Stock Incentive Plan”: The GCP Applied Technologies Inc. 2016 Stock Incentive Plan.

“Subsidiary”: A corporation, partnership, limited liability company or other form of business association of which shares of common stock or other ownership interests (i) having more than 50% of the voting power regularly entitled to vote for directors (or equivalent management rights) or (ii) regularly entitled to receive more than 50% of the dividends (or their equivalents) paid on the common stock (or other ownership interests), are owned, directly or indirectly, by the Company.

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.

The RSU Grants

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.


A-1

Annex A

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.

Termination or Change in Employment Status

A Participant shall forfeit all rights to any cash payment (or stock award) related to a RSU Grant, if, prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, the Participant (1) resigns without the consent of the Committee, (2) retires before age 62 without the consent of the Committee, or (3) is terminated for cause.

If a Participant retires at or after age 62, or ceases employment as a result of death or disability, or is involuntary terminated (not for cause) as a result of the Separation and Distribution (as defined in that certain Separation and Distribution Agreement, dated as of January 27, 2016, by and among the Company, W. R. Grace & Co., and W. R. Grace & Co.—Conn) (as determined by the Company’s Chief Human Resources Officer), prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, then his or her RSU Grant shall thereupon vest, and he or she shall be entitled to receive any cash payment or stock award (as appropriate) he or she would otherwise have received, except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was not an employee (measured in whole calendar months). If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the designated Vesting/Stock Valuation Date (but before the cash payment or stock award is made), then his or her rights to his RSU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award.

If a Participant ceases employment with the Company for any reason other than those indicated in the previous two paragraphs (except as provided above with respect to involuntary termination after a Change in Control of the Company) prior to the date he or she would have otherwise received a cash payment or stock award related to his or her RSU Grant, then such RSU Grant and any cash payment or stock award related thereto shall be forfeited, unless the Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) determines to make an exception. All such determinations, if any, shall be final and binding on all parties.

A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of this section, but, unless the Committee otherwise directs, any cash payment or stock award related to the RSU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was on such leave of absence.

Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction.

Code Section 409A

Notwithstanding any other provision of any RSU Grant Agreement or this Annex A, RSUs shall be settled in a manner intended to comply with the provisions of Code Section 409A, which shall include (i) RSUs that become vested on the Vesting/Stock Valuation Date being settled not later than the last day of the calendar year of the applicable Vesting/Stock Valuation Date (as defined in the RSU Grant Agreement) and (ii) RSUs held by a “specified employee” (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “separation from service” (as defined in Code Section 409A), being settled on

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Annex A

the first business day following the date that is six months after the effective date of such separation from service.

Calculation of Cash Payments or Stock Awards

The calculations to determine any cash payment (or stock award) associated with a RSU Grant shall be performed by a designee of the Committee.

Cash Dividends

In the event the Company issues cash dividends on the common stock of the Company during the Service Period, the Committee may, but shall not be obligated to, make any adjustments to RSU Grants, which the Committee deems appropriate in its sole discretion to account for such dividends.

Treatment of Corporate Acquisitions and Divestments and Extraordinary Events

In the event acquisitions or divestments, or substantial changes in tax or other laws or in accounting principles or practices, or natural disasters or other extraordinary events, then the Committee may, but shall not be obligated to, amend any RSU Grant, in any manner the Committee deems appropriate, so that the Participants may earn a cash payment or stock award (as appropriate) consistent with the objectives of the RSU Grants, as determined by the Committee in its sole discretion.

Notwithstanding any other provision of these Administrative Practices (or the Stock Incentive Plan, as appropriate) to the contrary, in the event a Change in Control of the Company (as defined herein) shall occur or the Board of Directors has reason to believe that a Change of Control may occur, the Committee may, with respect to RSU Grants, (i) accelerate the vesting of any RSU Grant, (ii) accelerate the payment related to any RSU Grant, and (iii) take other action deemed by it to be appropriate and in the best interests of the Company under the circumstances. For the purposes of this paragraph:

(a)
“Change in Control of the Company” means and shall be deemed to have occurred if (i) the Company determines that any “person” (as such term is used in Section 13(d) and 14 (d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, has become the “beneficial owner” (as defined in Rule 13d-3 under such Act), directly or indirectly, of 20% or more of the outstanding common stock of the Company (provided, however, that a Change in Control shall not be deemed to have occurred if such person has become the beneficial owner of 20% or more of the outstanding Common Stock as the results of a sale of Common Stock by the Company that has been approved by the Board of Directors); (ii) individuals who are Continuing Directors cease to constitute a majority of any class of directors of the Board; (iii) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “Corporate Transaction”), in each case, with respect to which the stockholders of the Company immediately prior to such Corporate Transaction do not, immediately after the Corporate Transaction, own 50% or more of the combined voting power of the corporation resulting from such Corporate Transaction, or (iv) the shareholders of the Company approve a complete liquidation or dissolution of the Company.

(b) “Continuing Director” means any member of the Board of Directors who was such a member on the date on which this Program was approved by the Board of Directors, and any successor to a Continuing Director who is approved as a nominee or elected to succeed to a Continuing Director by a majority of Continuing Directors who are then members of the Board of Directors.


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Annex A

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 or any taxes that the Company or a Subsidiary determines it is required to withhold in connection with any RSU Grant or any cash payment (or stock award) related thereto.

Nothing in a RSU 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 RSU 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.

A RSU Grant to an employee of a Subsidiary shall be contingent on the approval of the Subsidiary and the Subsidiary’s agreement that (a) the Company may administer the RSU Grant on its behalf and (b) the Subsidiary will make, or reimburse the Company for, the cash payments or stock awards related to the RSU Grant. The provisions of this paragraph and the obligations of the Subsidiary so undertaken may be waived, in whole or in the part, from time to time by the Company.

The Chief Executive Officer of the Company may approve such technical changes and clarifications to the RSU Grants as necessary, provided such changes or clarifications do not vary substantially from the terms and conditions outlined herein or the provisions of any RSU Grant Agreement.

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EXHIBIT 5.1

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019-6150

January 28, 2016

GCP Applied Technologies Inc.
c/o 7500 Grace Drive
Columbia, Maryland

Re:
Registration Statement on Form S-8
We have acted as special counsel to GCP Applied Technologies Inc., a Delaware corporation (the “ Company ”), in connection with the preparation and filing of the Company’s Registration Statement on Form S-8 (the “ Registration Statement ”) relating to a total of 7,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), issuable upon exercise of stock options or otherwise in connection with grants of equity-based awards under the GCP Applied Technologies Inc. 2016 Stock Incentive Plan (the “ Plan ”) which will become effective on the date of the distribution by W. R. Grace & Co. (“ Grace ”) of all of the outstanding shares of the Common Stock to stockholders of Grace (the “ Distribution ”).
In rendering this opinion, we have examined such corporate records and other documents (including the written document constituting the Plan, the Registration Statement and the Company’s certificate of incorporation and by-laws as currently in effect and amendments thereto as contemplated to be in effect at the time of the Distribution), and we have reviewed such matters of law, as we have deemed necessary or appropriate. In rendering this opinion, we have, with the Company’s consent, relied upon oral and written representations of officers of the Company and certificates of officers of the Company and public officials with respect to the accuracy of the factual matters addressed in such representations and certificates. In addition, in rendering this opinion we have, with the Company’s consent, assumed the genuineness of all signatures or instruments relied upon by us, and the conformity of certified copies submitted to us with the original documents to which such certified copies relate. In addition, we have assumed that the Plan will be effective at the time that the Shares will be issued and delivered.
We are members of the Bar of the State of New York and we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware.
Based on the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that upon issuance and delivery pursuant to the terms and conditions set forth in the Registration Statement, the prospectus delivered to participants in the Plan and the Plan, the Shares will be legally issued, fully paid and nonassessable.
We hereby consent to all references to our Firm included in or made a part of the Registration Statement as the attorneys who passed upon the legality of the Common Stock and to the filing of a copy of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date of effectiveness of the Registration Statement that might affect the opinions expressed herein.

 
Very truly yours,
 
 
 
/s/ Wachtell, Lipton, Rosen & Katz



EXHIBIT 15.1




January 28, 2016


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We are aware that our report dated November 30, 2015 on our review of interim financial information of GCP Applied Technologies Inc. (the “Company”) for the nine month periods ended September 30, 2015 and 2014 included in the Company's Amendment No. 5 to the Form 10 is incorporated by reference in its Registration Statement on Form S-8 dated January 28, 2016.

Very truly yours,



/s/PricewaterhouseCoopers LLP
Baltimore, Maryland





EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of GCP Applied Technologies Inc. of our report dated August 5, 2015 relating to the combined financial statements and financial statement schedule which appears in Amendment No. 5 to the Form 10 of GCP Applied Technologies Inc.

/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
January 28, 2016




EXHIBIT 24.1

POWER OF ATTORNEY


The undersigned hereby appoints Mark A. Shelnitz, Michael W. Conron, John W. Kapples, and Alexander Nielsen, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the registration statement to be filed by GCP Applied Technologies Inc., a Delaware corporation (the “ Corporation ”), with the Securities and Exchange Commission with respect to the Corporation’s 2016 Stock Incentive Plan and with respect to any and all amendments to the registration statement (including all post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.




Alfred E. Festa
/s/ Alfred E. Festa
Janice K. Henry
/s/ Janice K. Henry
Hudson La Force
/s/ Hudson La Force
Mark A. Shelnitz
/s/ Mark A. Shelnitz


Dated: January 26, 2016