GCP Applied Technologies Inc. (Form: 10-Q, Received: 11/06/2020 06:22:26)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended		September 30, 2020
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number		1-37533

GCP Applied Technologies Inc.


Delaware						47-3936076
(State of Incorporation)						(I.R.S. Employer Identification No.)

62 Whittemore Avenue, Cambridge, Massachusetts 02140-1623

(617) 876-1400

(Address and phone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Class

Trading Symbol

Exchange on which registered

Common Stock, $0.01 par value per share

GCP

New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class						Outstanding at October 29, 2020
Common Stock, $0.01 par value per share						73,058,299

Table of Contents


TABLE OF CONTENTS
Part I.	Financial Information
	Item 1.	Financial Statements (unaudited)		4
		Consolidated Statements of Operations		4
		Consolidated Statements of Comprehensive Income		5
		Consolidated Balance Sheets		6
		Consolidated Statements of Stockholders' Equity		7
		Consolidated Statements of Cash Flows		8
		Notes to Consolidated Financial Statements
		1.	Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies	9
		2.	Revenue from Lessor Arrangements and Contracts with Customers	12
		3 .	Accounts Receivable, Allowance for Credit Losses	14
		4.	Inventories, net	15
		5.	Derivative Instruments	15
		6.	Debt and Other Borrowings	17
		7.	Lessee Arrangements	19
		8.	Income Taxes	19
		9.	Pension Plans and Other Postretirement Benefit Plans	21
		10.	Other Balance Sheet Information	23
		11.	Commitments and Contingencies	24
		12.	Stockholders' Equity	26
		13.	Restructuring and Repositioning Expenses, Asset Impairments	28
		14.	Other Comprehensive Income (Loss)	32
		15.	Stock Incentive Plans	33
		16.	Earnings Per Share	37
		17.	Related Party Transactions and Transactions with Grace	38
		18.	Operating Segment and Geographic Information	38
		19.	Discontinued Operations	41

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		43
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		66
	Item 4.	Controls and Procedures		66
Part II.	Other Information
	Item 1.	Legal Proceedings		67
	Item 1A.	Risk Factors		67
	Item 2	Unregistered Sa l es of Equity Secu rities and Use of Procee ds		67
	Item 6.	Exhibits		68
		Signatures		69

Table of Contents

Presentation of Information

Unless the context requires otherwise, references to "GCP Applied Technologies Inc.", "GCP", "we", "us", "our" and "the Company" refer to GCP Applied Technologies Inc., and its consolidated subsidiaries for periods subsequent to its separation from W.R. Grace & Co. on February 3, 2016. For periods prior to February 3, 2016, these terms refer to the combined historical business and operations of W.R. Grace & Co.’s construction products and packaging technologies businesses as they were historically managed as part of W.R. Grace & Co. Unless the context requires otherwise, references to "Grace" refer to W.R. Grace & Co., and its consolidated subsidiaries, which is the Company’s former parent company. References in this Quarterly Report on Form 10-Q to the "Separation" refer to the legal separation and transfer of Grace’s construction products and packaging technologies businesses to the Company through a dividend distribution of all of the then-outstanding common stock of GCP to Grace shareholders on February 3, 2016.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GCP Applied Technologies Inc.

Consolidated Statements of Operations (unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share amounts)	2020		2019		2020		2019
Net sales	$	248.4	$	266.9	$	660.5	$	755.2
Cost of goods sold	147.0		161.8		400.8		468.9
Gross profit	101.4		105.1		259.7		286.3
Selling, general and administrative expenses	65.2		66.3		199.0		206.7
Research and development expenses	4.5		4.5		13.1		13.8
Interest expense and related financing costs	5.6		5.7		16.3		17.3
Repositioning expenses	0.1		4.4		3.8		15.6
Restructuring expenses and asset impairments	7.7		3.8		11.2		8.8
Gain on sale of corporate headquarters	(110.2)		—		(110.2)		—
Other income, net	(1.8)		(2.2)		(6.7)		(5.7)
Total costs and expenses	(28.9)		82.5		126.5		256.5
Income from continuing operations before income taxes	130.3		22.6		133.2		29.8
(Provision for) benefit from income taxes	(30.6)		(5.5)		(33.2)		5.2
Income from continuing operations	99.7		17.1		100.0		35.0
(Loss) income from discontinued operations, net of income taxes	(0.1)		(0.4)		(0.4)		5.9
Net income	99.6		16.7		99.6		40.9
Less: Net income attributable to noncontrolling interests	(0.2)		(0.1)		(0.4)		(0.3)
Net income attributable to GCP shareholders	$	99.4	$	16.6	$	99.2	$	40.6
Amounts Attributable to GCP Shareholders:
Income from continuing operations attributable to GCP shareholders	99.5		17.0		99.6		34.7
(Loss) income from discontinued operations, net of income taxes	(0.1)		(0.4)		(0.4)		5.9
Net income attributable to GCP shareholders	$	99.4	$	16.6	$	99.2	$	40.6
Earnings (Loss) Per Share Attributable to GCP Shareholders
Basic earnings (loss) per share:(2)
Income from continuing operations attributable to GCP shareholders	$	1.36	$	0.23	$	1.37	$	0.48
(Loss) income from discontinued operations, net of income taxes	$	—	$	(0.01)	$	(0.01)	$	0.08
Net income attributable to GCP shareholders(1)	$	1.36	$	0.23	$	1.36	$	0.56
Weighted average number of basic shares	73.0		72.7		72.9		72.5
Diluted earnings (loss) per share:(2)
Income from continuing operations attributable to GCP shareholders	$	1.36	$	0.23	$	1.36	$	0.48
(Loss) income from discontinued operations, net of income taxes	$	—	$	(0.01)	$	(0.01)	$	0.08
Net income attributable to GCP shareholders(1)	$	1.36	$	0.23	$	1.36	$	0.56
Weighted average number of diluted shares	73.2		72.8		73.1		72.9

______________________________

(1)Amounts may not sum due to rounding.

(2)Dilutive effect is only applicable to the periods during which GCP generated net income from continuing operations.

The Notes to Consolidated Financial Statements are an integral part of these statements.

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GCP Applied Technologies Inc.

Consolidated Statements of Comprehensive Income (unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2019		2020		2019
Net income	$	99.6	$	16.7	$	99.6	$	40.9
Other comprehensive income (loss):
Defined benefit pension and other postretirement plans, net of income taxes	0.1		—		0.2		—
Currency translation adjustments, net of income taxes	10.8		(14.9)		(18.1)		(15.5)
(Loss) gain from hedging activities, net of income taxes	(0.1)		0.1		—		—
Total other comprehensive income (loss)	10.8		(14.8)		(17.9)		(15.5)
Comprehensive income	110.4		1.9		81.7		25.4
Less: Comprehensive income attributable to noncontrolling interests	(0.2)		(0.1)		(0.4)		(0.3)
Comprehensive income attributable to GCP shareholders	$	110.2	$	1.8	$	81.3	$	25.1

The Notes to Consolidated Financial Statements are an integral part of these statements.

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GCP Applied Technologies Inc.

Consolidated Balance Sheets (unaudited)


(In millions, except par value and shares)	September 30, 2020		December 31, 2019
ASSETS
Current Assets
Cash and cash equivalents	$	473.4	$	325.0
Trade accounts receivable, net of allowance for credit losses of $7.3 million and $7.5 million, respectively	172.8		183.7
Inventories, net	91.3		95.9
Other current assets	39.7		43.7

Total Current Assets	777.2		648.3
Properties and equipment, net	222.4		245.3
Operating lease right-of-use assets	40.5		29.3
Goodwill	206.0		208.9
Technology and other intangible assets, net	71.9		80.7
Deferred income taxes	9.1		26.1
Overfunded defined benefit pension plans	26.1		25.0
Other assets	37.4		38.0
Non-current assets held for sale	—		0.5
Total Assets	$	1,390.6	$	1,302.1
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Debt payable within one year	$	4.1	$	2.7
Operating lease obligations payable within one year	7.9		8.1

Accounts payable	83.3		88.4
Other current liabilities	134.7		113.6

Total Current Liabilities	230.0		212.8
Debt payable after one year	348.8		346.5

Income taxes payable	28.4		41.4
Deferred income taxes	13.5		13.1
Operating lease obligations	25.9		21.6
Unrecognized tax benefits	43.2		42.2
Underfunded and unfunded defined benefit pension plans	57.0		67.5
Other liabilities	15.9		15.9

Total Liabilities	762.7		761.0
Commitments and Contingencies - Note 11
Stockholders' Equity

Series A Junior Participating Preferred Stock, par value $0.01; 10,000,000 shares authorized, no shares issued or outstanding (Note 12)	—		—
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 73,056,914 and 72,850,268, respectively	0.7		0.7
Paid-in capital	60.4		53.4
Accumulated earnings	709.4		610.2
Accumulated other comprehensive loss	(134.9)		(117.0)
Treasury stock	(10.0)		(8.6)
Total GCP's Shareholders' Equity	625.6		538.7
Noncontrolling interests	2.3		2.4
Total Stockholders' Equity	627.9		541.1
Total Liabilities and Stockholders' Equity	$	1,390.6	$	1,302.1

The Notes to Consolidated Financial Statements are an integral part of these statements.

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GCP Applied Technologies Inc.

Consolidated Statements of Stockholders' Equity (unaudited)


	Common Stock			Treasury Stock
(In millions)	Number of Shares(1)	Par Value		Number of Shares(1)	Cost		Additional Paid-in Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Stockholders' Equity
Balance, December 31, 2018	72.4	$	0.7	0.2	$	(4.8)	$	39.6	$	563.9	$	(120.0)	$	2.0	$	481.4
Net income	—	—		—	—		—		40.6		—		0.3		40.9


Issuance of common stock in connection with stock plans(1)	0.3	—		—	—		—		—		—		—		—
Share-based compensation	—	—		—	—		7.5				—		—		7.5
Exercise of stock options (1)	0.3	—		—	—		5.1		—		—		—		5.1
Tax benefit related to stock plans	—	—		—	—		—		—		—		—		—
Share repurchases(3)	—	—		0.1	(3.3)		—		—		—		—		(3.3)
Other comprehensive loss	—	—		—	—		—		—		(15.5)		—		(15.5)

Balance, September 30, 2019	73.0	$	0.7	0.3	$	(8.1)	$	52.2	$	604.5	$	(135.5)	$	2.3	$	516.1
Balance, December 31, 2019	73.2	$	0.7	0.3	$	(8.6)	$	53.4	$	610.2	$	(117.0)	$	2.4	$	541.1
Net income	—	—		—	—		—		99.2		—		0.4		99.6


Issuance of common stock in connection with stock plans(1)	0.2	—		—	—		—		—		—		—		—
Share-based compensation(2)	—	—		—	—		5.9		—		—		—		5.9
Exercise of stock options (1)	0.1	—		—	—		1.1		—		—		—		1.1

Share repurchases(3)	—	—		0.1	(1.4)		—		—		—		—		(1.4)
Other comprehensive loss	—	—		—	—		—		—		(17.9)		—		(17.9)
Dividends and other changes in noncontrolling interest	—	—		—	—		—		—		—		(0.5)		(0.5)

Balance, September 30, 2020	73.5	$	0.7	0.4	$	(10.0)	$	60.4	$	709.4	$	(134.9)	$	2.3	$	627.9

________________________________

(1)The par value of common shares issued may not be included in the table due to rounding. Total share amounts for common stock and treasury stock may not sum due to rounding.

(2)During the nine months ended September 30, 2020, $1.8 million of the stock-based compensation expense is included in "Restructuring expenses and asset impairments" related to accelerated vesting of stock options and RSUs due to the CEO's departure from the Company effective September 11, 2020 following Board approval.

(3)Refer to Note 15, “Stock Incentive Plans”, for further information.

The Notes to Consolidated Financial Statements are an integral part of these statements.

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GCP Applied Technologies Inc.

Consolidated Statements of Cash Flows (unaudited)


	Nine Months Ended September 30,
(In millions)	2020		2019
OPERATING ACTIVITIES
Net income	$	99.6	$	40.9
Less: (Loss) income from discontinued operations	(0.4)		5.9
Income from continuing operations	100.0		35.0
Reconciliation to net cash provided by operating activities:
Depreciation and amortization	34.5		31.6
Amortization of debt discount and financing costs	1.1		1.1
Stock-based compensation expense	3.8		7.3
Unrealized loss on foreign currency	2.7		1.0


Deferred income taxes	21.1		(12.4)

(Gain) loss on disposal of property and equipment	(109.7)		0.1

Changes in assets and liabilities, excluding effect of currency translation:
Trade accounts receivable	8.6		7.2
Inventories	3.2		(0.3)
Accounts payable	(3.9)		(13.6)
Pension assets and liabilities, net	(12.4)		4.1

Other assets and liabilities, net	10.3		(14.6)
Net cash provided by operating activities from continuing operations	59.3		46.5
Net cash used in operating activities from discontinued operations	(2.5)		(13.0)
Net cash provided by operating activities	56.8		33.5
INVESTING ACTIVITIES
Capital expenditures	(28.0)		(46.0)
Proceeds from sale of corporate headquarters, net of transaction costs	122.5		—

Other investing activities	0.4		0.4
Net cash provided by (used in) investing activities from continuing operations	94.9		(45.6)
Net cash used in investing activities from discontinued operations	—		(0.4)
Net cash provided by (used in) investing activities	94.9		(46.0)
FINANCING ACTIVITIES
Borrowings under credit arrangements	1.5		—
Repayments under credit arrangements	—		(7.6)

Payments on finance lease obligations	(0.6)		(0.6)



Payments of tax withholding obligations related to employee equity awards	(0.4)		(3.3)
Proceeds from exercise of stock options	1.1		5.1
Payments of dividends to noncontrolling interests	(0.5)		—
Other financing activities	(0.4)		(0.4)
Net cash provided by (used in) financing activities from continuing operations	0.7		(6.8)


Effect of currency exchange rate changes on cash and cash equivalents	(4.0)		(3.0)
Increase (decrease) in cash and cash equivalents	148.4		(22.3)
Cash and cash equivalents, beginning of period	325.0		326.1
Cash and cash equivalents, end of period	$	473.4	$	303.8


Supplemental disclosures of cash flow information:


Supplemental disclosure of non-cash investing activities:
Property and equipment purchases unpaid and included in accounts payable	$	4.9	$	8.9

The Notes to Consolidated Financial Statements are an integral part of these statements.

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GCP Applied Technologies Inc.

Notes to Consolidated Financial Statements (unaudited)

1. Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies

GCP is engaged in the production and sale of specialty construction chemicals and specialty building materials through two operating segments. Specialty Construction Chemicals ("SCC") manufactures and markets concrete admixtures and cement additives and supplies in-transit monitoring systems for concrete producers. Specialty Building Materials ("SBM") manufactures and markets sheet and liquid membrane systems that protect structures from water, air and vapor penetration, fireproofing and other products designed to protect the building envelope.

On July 3, 2017 (the "Closing Date"), GCP completed the sale of its Darex Packaging Technologies ("Darex") business to Henkel AG & Co. KGaA (“Henkel”) for $1.06 billion in cash. As discussed further below under "Discontinued Operations," the results of operations for Darex have been excluded from GCP's continuing operations and segment results for all periods presented.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements are presented on a consolidated basis and include all of the accounts and operations of GCP and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The financial statements reflect the financial position, results of operations and cash flows of GCP in accordance with generally accepted accounting principles in the United States ("GAAP") and with the instructions to Form 10-Q and Article 10 of SEC Regulation S-X for interim financial information.

The interim financial statements presented herein are unaudited and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in GCP's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2019 (the "2019 Annual Report on Form 10-K"). The Consolidated Balance Sheet as of December 31, 2019 was derived from the audited annual consolidated financial statements as of the period then ended. Certain information and footnote disclosures typically included in GCP's annual consolidated financial statements have been condensed or omitted. The unaudited financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All such adjustments are of a normal recurring nature except for the impacts of adopting new accounting standards discussed below. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results of operations for the year ending December 31, 2020.

Discontinued Operations

On July 3, 2017, the Company completed the sale of Darex to Henkel. The agreement with Henkel governing the Disposition (the “Amended Purchase Agreement”) provides for a series of delayed closings in certain non-U.S. jurisdictions. In conjunction with this transaction and applicable GAAP, the assets and liabilities related to Darex in the applicable delayed close countries have been reclassified and reflected as held for sale in the accompanying unaudited Consolidated Balance Sheets as of December 31, 2019, as discussed further in Note 19, "Discontinued Operations." Additionally, Darex results of operations and cash flows have been reclassified and reflected as "discontinued operations" in the accompanying unaudited Consolidated Statements of Operations and unaudited Consolidated Statements of Cash Flows for all periods presented.

Unless otherwise noted, the information throughout the Notes to the accompanying unaudited Consolidated Financial Statements pertains only to the continuing operations of GCP.

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Notes to Consolidated Financial Statements (unaudited) - Continued

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. GCP's accounting measurements that are most affected by management's estimates of future events are disclosed in its 2019 Annual Report on Form 10-K. Actual results could differ from those estimates.

On March 11, 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus ("COVID-19") a global pandemic and recommended a number of restrictive measures to contain the spread. Many governments in the regions where GCP generates the majority of its revenue have adopted such policies, including social distancing and restrictions on construction activities deemed non-essential. GCP has been closely monitoring the impact of COVID-19 and working to manage the effects on its business globally. While certain restrictive measures in some of the regions where GCP operates have been lifted by government authorities, it is difficult to estimate with reasonable certainty at this time the duration and extent of the impact of the pandemic on the global economy, the Company's business, financial position and results of operations. GCP has made certain estimates within its financial statements related to the impact of COVID-19, including allowances for credit losses related to the estimated amount of receivables not expected to be collected and excess, obsolete or damaged inventories, future expected cash flows related to impairment assessments of goodwill and long-lived assets, incentive compensation accruals, contingent liabilities, and sales allowances related to volume rebates recognized based on anticipated sales volume. There may be changes to the Company's estimates in future periods due to uncertainty associated with the impact of COVID-19, the extent of which will depend largely on future developments, including new information which may emerge concerning the severity, duration and resurgence of the pandemic, additional and unanticipated actions by government authorities to further contain the spread of COVID-19 or address its impact, as well as the timing of development of an antiviral vaccine or a medical treatment to prevent further spread of the virus and facilitate recovery, among other things.

Income Tax

As a global enterprise, GCP is subject to a complex array of tax regulations and needs to make assessments of applicable tax law and judgments in estimating its ultimate income tax liability. Income tax expense and income tax balances represent GCP’s federal, state and foreign income taxes as an independent company. GCP files a U.S. consolidated income tax return, along with foreign and state corporate income tax filings, as required. Please refer to Note 8, "Income Taxes," for details regarding estimates used in accounting for income tax matters, including unrecognized tax benefits.

Foreign Currency Transactions and Translation

Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other income, net” in the Company’s accompanying unaudited Consolidated Statements of Operations. Net foreign currency transaction and remeasurement gains (losses) reflected in “Other income, net” were $0.9 million and $1.7 million for the three and nine months ended September 30, 2020. Net foreign currency transaction and remeasurement gains (losses) were immaterial for the three and nine months ended September 30, 2019.

GCP continues to account for its operations in Argentina as a highly inflationary economy. Losses related to the remeasurement of the monetary assets and liabilities of the subsidiary operating in Argentina are included in "Other income, net" in the accompanying unaudited Consolidated Statements of Operations and were immaterial during the three and nine months ended September 30, 2020. Losses incurred during the three and nine months ended September 30, 2019 were $0.6 million and $0.9 million, respectively.

Reclassifications

Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts.

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Notes to Consolidated Financial Statements (unaudited) - Continued

Recently Adopted Accounting Standards

Credit Losses

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which applies to most financial assets measured at amortized cost, as well as certain other instruments, including trade receivables, other receivables and other financial assets. Topic 326 replaces the incurred credit loss methodology with the expected credit loss model which requires recognition of an allowance against the assets’ amortized cost to reflect the amount expected to be collected. Expected credit losses are estimated over the contractual life of financial assets and recognized at inception. GCP has adopted Topic 326 effective January 1, 2020 using the modified retrospective approach. The adoption did not have a material impact on its financial position as of September 30, 2020 and results of operations and cash flows for the three and nine months ended September 30, 2020. GCP did not recognize any cumulative effect adjustments to the retained earnings as of January 1, 2020 as a result of the adoption. The adoption of Topic 326 did not result in any significant modifications to the Company's policies related to recognizing allowance for trade receivables not expected to be collected which are disclosed in Note 1, "Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies," to the Company’s Consolidated Financial Statements included in the 2019 Annual Report on Form 10-K. Please refer to Note 3, "Accounts Receivable, Allowance for Credit Losses" for further information on the Company's policies and methodologies resulting from the adoption.

Goodwill

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350). The amendments in this update eliminate the requirement to calculate the implied fair value of goodwill (Step 2) when measuring a goodwill impairment loss which is based on the excess of a reporting unit’s carrying amount over its fair value. The standard is effective for the Company for its annual or any interim goodwill impairment tests to be performed beginning on or after January 1, 2020. GCP adopted the standard effective January 1, 2020. The adoption did not have a material impact on its financial position, results of operations and cash flows upon adoption.

Other

During the three and nine months ended September 30, 2020, except as discussed above, there were no material changes to the Company's significant accounting and financial reporting policies from those reflected in the Annual Report on Form 10-K for the year ended December 31, 2019. For further information with regard to the Company’s Significant Accounting Policies, please refer to Note 1, "Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies," to the Company’s Consolidated Financial Statements included in the 2019 Annual Report on Form 10-K.

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Notes to Consolidated Financial Statements (unaudited) - Continued

2. Revenue from Lessor Arrangements and Contracts with Customers

The majority of the Company’s revenue is generated from short-term arrangements associated with the production and sale of concrete admixtures and cement additives within its SCC operating segment, as well as sheet and liquid membrane systems and other specialty products designed to protect the building envelope within its SBM operating segment. For such arrangements, the transfer of control takes place at a point in time when products are shipped to the customer.

Short-term arrangements within its SCC operating segment involve selling concrete admixtures and providing dispensers to customers. Such arrangements contain a lease element due to the customer's right to control the use of dispensers over a period of time in exchange for consideration. Dispenser leases have a non-cancelable lease term of thirty days or less. The Company classifies leases as operating and recognizes revenue on a straight line basis over the lease term. Revenue for concrete admixtures is recognized at the point of time when control is transferred to the customer.

The Company generates revenue from long-term arrangements within its SCC operating segment, which generally consist of VERIFI® and Ductilcrete sales arrangements.

VERIFI® sales arrangements involve installing equipment on the customers’ trucks and at their plants, as well as performing slump management and truck location tracking services. The installed equipment represents a lease since the customer has the right to control its use over a period of time in exchange for consideration. Slump management and truck location tracking services represent a separate performance obligation for which revenue is recognized over the performance period. The Company classifies these leases as operating leases and recognizes revenue on a straight line basis over the lease term. The transaction price in VERIFI® sales arrangements consists of fixed installation fees and other fixed payments included in the contract consideration, as well as slump management fees which are dependent on the quantity of material poured and represent variable consideration. The Company allocates the contract consideration and the variable consideration between the lease element and the services based on their relative stand-alone selling prices. Revenue related to variable consideration is recorded at the time the services are performed and constrained by the amount for which a significant revenue reversal is not probable to occur. Revenue generated from VERIFI® sales arrangements represented less than 10% of the Company's consolidated revenue during the three and nine months ended September 30, 2020 and 2019.

The following table summarizes the revenue recognized for these sales arrangements for the three and nine months ended September 30, 2020 and 2019 and distinguishes between the lease and the service revenue:

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Notes to Consolidated Financial Statements (unaudited) - Continued


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2019		2020		2019






Lease revenue(1):
Lease payments revenue	$	7.1	$	6.5	$	20.9	$	19.7
Variable lease revenue	2.8		2.1		7.5		5.6
Total lease revenue	$	9.9	$	8.6	$	28.4	$	25.3

Service revenue(2):
Fixed fee revenue	$	0.4	$	—	$	0.8	$	0.1
Variable fee revenue	1.7		1.4		4.6		3.4
Total service revenue	$	2.1	$	1.4	$	5.4	$	3.5
Total revenue	$	12.0	$	10.0	$	33.8	$	28.8

________________________________

(1)Lease revenue consists of dispenser lease revenue, as well as an allocated portion of VERIFI® fixed fees and variable slump management fees. Lease revenue is included within "Net Sales" in the accompanying unaudited Consolidated Statements of Operations.

(2)Service revenue consists of an allocated portion of VERIFI® fixed fees and variable slump management fees. Service revenue is included within "Net Sales" in the accompanying unaudited Consolidated Statements of Operations.

As of September 30, 2020 and December 31, 2019, the Company’s total trade accounts receivable balance was $172.8 million and $183.7 million, respectively, of which $5.9 million and $5.6 million, respectively, was related to trade accounts receivable associated with lease revenue generated from certain SCC contracts. The future minimum lease payments receivable under the operating leases were not material as of September 30, 2020.

Revenue generated from Ductilcrete sales arrangements represented less than 10% of the Company's consolidated revenue during the three and nine months ended September 30, 2020 and 2019.

The Company’s revenue is principally recognized as goods and services are delivered and performance obligations are satisfied upon delivery. The Company has certain long-term arrangements resulting in remaining obligations for which the work has not been performed or has been partially performed. As of September 30, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $9.5 million, including the estimated transaction price to be earned as revenue over the remaining term of these contracts, which is generally one to five years. The Company’s contract assets and liabilities resulting from its contracts in the SCC or SBM operating segments were not material as of September 30, 2020 and December 31, 2019. Additionally, the amounts recorded in the accompanying unaudited Consolidated Statements of Operations during the three and nine months ended September 30, 2020 and 2019 related to changes in the contract assets and liabilities were not material.

For further information on revenue recognition related to product sale arrangements, please refer to Note 2, "Revenue from Lessor Arrangements and Contracts with Customers", to the Company’s Consolidated Financial Statements included in the 2019 Annual Report on Form 10-K.

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Notes to Consolidated Financial Statements (unaudited) - Continued

3. Accounts Receivable, Allowance for Credit Losses

Trade accounts receivable are amounts due from customers for products sold or services performed in the ordinary course of business and are stated at their estimated net realizable value representing amounts expected to be collected. Allowance for credit losses is recorded upon the initial recognition of trade accounts receivable and reviewed during each reporting period over their contractual life. Allowance for credit losses is measured based on historical loss rates and the impact of current and future conditions, including an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. The Company evaluates the allowance for credit losses for the entire portfolio of trade accounts receivable on an aggregate basis due to similar risk characteristics of its customers based on similar industry and historical loss patterns. Accounts receivable balances are written off against the allowance for credit losses when the Company determines that the balances are not recoverable. Provisions for expected credit losses are recorded in "Selling, general and administrative expenses" in the accompanying unaudited Consolidated Statements of Operations. As of September 30, 2020 and December 31, 2019, allowance for credit losses was $7.3 million and $7.5 million, respectively.

The following table summarizes the activity for the allowance for credit losses during the three and nine months ended September 30, 2020 and 2019:


(In millions)	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Beginning balance	$	7.3	$	6.3	$	7.5	$	5.8
Provision for expected credit losses	0.3		0.6		1.0		2.1
Write offs	(0.4)		(0.2)		(0.9)		(1.2)
Foreign currency translation adjustments	0.1		(0.2)		(0.3)		(0.2)

Ending balance	$	7.3	$	6.5	$	7.3	$	6.5

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Notes to Consolidated Financial Statements (unaudited) - Continued

4. Inventories, net

The following is a summary of inventories presented in the accompanying unaudited Consolidated Balance Sheets at September 30, 2020 and December 31, 2019:


(In millions)	September 30, 2020		December 31, 2019
Raw materials	$	39.3	$	40.0
In process	4.6		4.0
Finished products and other	47.4		51.9

Total inventories, net	$	91.3	$	95.9

The "Finished products and other" category presented in the table above includes "other" inventories, which consist of finished products purchased rather than produced by GCP of $9.6 million and $10.6 million, respectively, as of September 30, 2020 and December 31, 2019.

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Notes to Consolidated Financial Statements (unaudited) - Continued

5. Derivative Instruments

The Company uses derivative instruments to partially offset its business exposure to foreign currency risk on net investments in certain foreign subsidiaries. The Company enters into foreign currency forward contracts to offset a portion of the changes in the carrying amounts of its net investments in foreign operations due to fluctuations in foreign currency exchange rates. As of September 30, 2020, the Company was a party to four forward contracts with an aggregate notional amount of €40.0 million to hedge foreign currency exposure on net investments in certain of its European subsidiaries whose functional currency is the Euro. These forward contracts are designated as hedging instruments and recognized at fair value as assets or liabilities in the accompanying unaudited Consolidated Balance Sheets. Each contract has a notional amount of €10.0 million and matures annually starting on June 14, 2021 through June 17, 2024. During the nine months ended September 30, 2020, GCP settled one contract with a notional amount of €10.0 million upon its maturity and entered into a new contract with a notional amount of €10.0 million maturing on June 17, 2024. The forward contracts are designated and qualify as net investment hedges for which effectiveness is assessed based on the spot rate method. Please refer to Note 4, "Derivative Instruments", to the Company’s Consolidated Financial Statements included in the 2019 Annual Report on Form 10-K for further information on net investment hedges.

The following table summarizes the fair value of the Company’s derivative instruments designated as net investment hedges as of September 30, 2020 and December 31, 2019:


(In millions)	September 30, 2020		December 31, 2019
Derivative assets(1):
Foreign exchange forward contracts	$	0.7	$	1.1
Derivative liability(1):
Foreign exchange forward contracts	$	(0.6)	$	—

__________________________

(1)The fair value of derivative instruments is measured based on expected future cash flows discounted at market interest rates using observable market inputs and classified as Level 2 within the fair value hierarchy. As of September 30, 2020, fair value of derivative assets of $0.1 million and $0.6 million, respectively, is recorded within "Other Current Assets" and "Other Assets" in the accompanying unaudited Consolidated Balance Sheets, and fair value of derivative liability is recorded within "Other Liabilities" in the accompanying unaudited Consolidated Balance Sheets. As of December 31, 2019, fair value of derivative assets of $0.3 million and $0.8 million, respectively, is recorded within "Other Current Assets" and "Other Assets" in the accompanying unaudited Consolidated Balance Sheets.

The following table summarizes the amounts recorded in the Company's accompanying unaudited Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) related to forward contracts designated as net investment hedges for the three and nine months ended September 30, 2020 and 2019:


(In millions)	Three Months Ended September 30, 2020				Three Months Ended September 30, 2019
	Other Income, net		Cumulative Translation Adjustments(1)		Other Income, net		Cumulative Translation Adjustments(1)
Gains (losses) on foreign exchange forward contracts	$	0.2	$	(1.5)	$	0.2	$	1.5


(In millions)	Nine Months Ended September 30, 2020				Nine Months Ended September 30, 2019
	Other Income, net		Cumulative Translation Adjustments(1)		Other Income, net		Cumulative Translation Adjustments(1)
Gains (losses) on foreign exchange forward contracts	$	0.8	$	(1.0)	$	0.3	$	1.3

__________________________

(1)The amounts are presented net of tax benefit of $0.5 million and $0.3 million, respectively, for the three and nine months ended September 30, 2020. The amounts are presented net of tax liability of $0.5 million and $0.4 million, respectively, for the three and nine months ended September 30, 2019.

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Notes to Consolidated Financial Statements (unaudited) - Continued

6. Debt and Other Borrowings

Components of Debt and Other Borrowings

The following is a summary of obligations under senior notes and other borrowings at September 30, 2020 and December 31, 2019:


(In millions)	September 30, 2020			December 31, 2019
5.5% Senior Notes due in 2026, net of unamortized debt issuance costs of $3.5 million and $3.9 million, respectively, at September 30, 2020 and December 31, 2019	$	346.5		$	346.1
Revolving credit facility due 2023(1)	—			—
Other borrowings(2)	6.4			3.1
Total debt	352.9			349.2
Less: debt payable within one year	4.1			2.7
Debt payable after one year	$	348.8		$	346.5
Weighted average interest rates on total debt obligations	5.5		%	5.5		%

__________________________

(1)Represents borrowings under the Revolving Credit Facility with an aggregate available principal amount of $350.0 million as of September 30, 2020 and December 31, 2019.

(2)Represents borrowings of $3.5 million and $1.8 million, respectively, at September 30, 2020 and December 31, 2019, under various lines of credit and other borrowings, primarily by non-U.S. subsidiaries, as well as $2.9 million and $1.3 million, respectively, of finance lease obligations.

The principal maturities of debt obligations outstanding, net of debt issuance costs, were as follows at September 30, 2020:


(In millions)	Amount
Remainder of 2020	$	3.7
2021	0.7
2022	0.7
2023	0.7
2024	0.5
Thereafter	346.6
Total debt	$	352.9

5.5% Senior Notes

GCP's outstanding 5.5% Senior Notes have an aggregate principal amount of $350.0 million maturing on April 15, 2026. Interest on the 5.5% Senior Notes is payable semi-annually in arrears on April 15 and October 15 of each year. The Company made an interest payment of $9.6 million on April 15, 2020 and October 15, 2020.

The Indenture contains certain customary affirmative and negative covenants and events of default, as described in Note 8, "Debt and Other Borrowings," to the Company's Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K. The Company was in compliance with all covenants and conditions under the Indenture as of September 30, 2020. There are no events of default under the Indenture as of September 30, 2020.

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Notes to Consolidated Financial Statements (unaudited) - Continued

Credit Agreement

As of September 30, 2020 and December 31, 2019, there were no outstanding borrowings on the Revolving Credit Facility. There were $2.6 million and $5.9 million, respectively, in outstanding letters of credit which resulted in available credit of $347.4 million and $344.1 million, respectively. There were no interest payments on the Revolving Credit Facility during the three and nine months ended September 30, 2020. The interest rate per annum applicable to the Revolving Credit Facility is equal to, at GCP’s option, either: (i) a base rate plus a margin ranging from 0.5% to 1.0%, or (ii) LIBOR plus a margin ranging from 1.5% to 2.0%, based upon the total leverage ratio of GCP and its restricted subsidiaries in both scenarios.

The Credit Agreement contains conditions that would require mandatory principal payments in advance of the maturity date of the Revolving Credit Facility, as well as certain customary affirmative and negative covenants and events of default, as described in Note 8, "Debt and Other Borrowings," to the Company's Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K. The Company was in compliance with all covenant terms as of September 30, 2020. There are no events of default as of September 30, 2020.

Debt Issuance Costs

GCP recognizes expenses directly associated with obtaining the Revolving Credit Facility as debt issuance costs which are presented within "Other assets" in the accompanying unaudited Consolidated Balance Sheets. Such costs are amortized over the term of the Revolving Credit Facility and included in “Interest expense and related financing costs” in the accompanying unaudited Consolidated Statements of Operations. As of September 30, 2020 and December 31, 2019, the remaining unamortized debt issuance costs related to the Revolving Credit Facility were $2.4 million and $3.1 million, respectively.

Debt Fair Value

The carrying amount and fair value of GCP's debt and other borrowings were as follows:


	September 30, 2020				December 31, 2019
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value



5.5% Senior Notes due in 2026	$	346.5	$	357.5	$	346.1	$	366.3
Other borrowings	6.4		6.4		3.1		3.1
Total debt	$	352.9	$	363.9	$	349.2	$	369.4

Fair value is determined based on Level 2 inputs, including expected future cash flows (discounted at market interest rates), estimated current market prices, and quotes from financial institutions. As of September 30, 2020, the fair value was higher than the carrying amount due to higher bond market prices. The carrying amount represents the aggregate principal amount at maturity reduced by the unamortized debt issuance costs.

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Notes to Consolidated Financial Statements (unaudited) - Continued

7. Lessee Arrangements

The Company leases manufacturing and office facilities, as well as certain vehicles and equipment under operating leases.

The following table summarizes components of lease expense for the three and nine months ended September 30, 2020 and 2019:


	Three months ended September 30,				Nine months ended September 30,
(In millions)	2020		2019		2020		2019
Operating lease expense	$	3.7	$	2.9	$	9.9	$	9.3
Variable lease expense	1.9		1.0		4.3		3.5
Short-term lease expense	0.7		0.7		2.1		1.6
Total lease expense	$	6.3	$	4.6	$	16.3	$	14.4

The following table summarizes supplemental cash flow information related to leases during the nine months ended September 30, 2020 and 2019:


	Nine months ended September 30,
(In millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8.8	$	9.4


Operating lease right of use assets obtained in exchange for new lease obligations:
Upon adoption of Topic 842	$	—	$	40.8
During the current period	12.9		3.7
Total	$	12.9	$	44.5

On July 31, 2020, GCP sold its corporate headquarters located at 62 Whittemore Avenue, Cambridge, Massachusetts to IQHQ, L.P and entered into a leaseback transaction with the buyer in conjunction with the sale. The lease of GCP's corporate headquarters is classified as an operating lease and has an initial rent-free term of eighteen months. Fair value of free rent of $8.6 million was recognized as an Operating Lease Right-of-Use Asset as a result of a non-cash transaction. Please refer to Note 10, "Other Balance Sheet Information" for further information.

8. Income Taxes

Income taxes attributable to continuing operations during the three months ended September 30, 2020 and 2019 was an income tax expense of $30.6 million and $5.5 million, respectively, representing effective tax rates of 23.5% and 24.3%, respectively. The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the three months ended September 30, 2020 was primarily due to state income tax expense from the sale of the Cambridge site of $5.1 million, tax expense due to non-deductible expenses and the effect of tax rates in foreign jurisdictions of $3.7 million, partially offset by tax benefits related to the 2017 Tax Act final regulations and the CARES Act of $5.8 million. The difference between the U.S. federal income tax rate of 21.0% and GCP's overall income tax rate for the three months ended September 30, 2019 was primarily due to tax expenses for non-deductible expenses and the effect of tax rates in foreign jurisdictions, partially offset by a benefit from Brazilian income tax refunds.

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Notes to Consolidated Financial Statements (unaudited) - Continued

Income taxes attributable to continuing operations during the nine months ended September 30, 2020 and 2019 was an income tax expense of $33.2 million and an income tax benefit of $5.2 million, respectively, representing effective tax rates of 24.9% and 17.4%, respectively. The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the nine months ended September 30, 2020 was primarily due to state income tax expense from the sale of the Cambridge site of $5.1 million, tax expenses for non-deductible expenses and the effect of tax rates in foreign jurisdictions of $4.2 million, partially offset by tax benefits related to the 2017 Tax Act final regulations and the CARES Act of $6.3 million. The difference between the U.S. federal income tax rate of 21.0% and GCP's overall income tax rate for the nine months ended September 30, 2019 was primarily due to the finalization of the Transition Tax regulations issued in January 2019, resulting in a tax benefit from the reversal of unrecognized tax benefits in the amount of $20.2 million, an income tax benefit of $3.0 million relating to Brazilian income tax refunds, partially offset by a tax expense of $3.6 million on changes to GCP’s 2017 income tax liability and Transition Tax.

Tax Reform

As a result of the additional deductions and net operating loss carryback allowable to GCP under the CARES Act, GCP decreased its outstanding Transition Tax liability by $13.0 million during the nine months ended September 30, 2020. GCP had previously elected to pay the Transition Tax over the eight-year period as provided in the 2017 Tax Act. As of September 30, 2020, the unpaid balance of the Transition Tax obligation is $28.4 million, net of overpayments and foreign tax credits. After considering overpayments, the outstanding payable is due between April 2023 and April 2025.

During the year ended December 31, 2018, GCP recorded a $20.2 million liability for an unrecognized tax benefits related to certain capital gains recognized as a result of the application of the Transition Tax. As a result of clarifications contained in final regulations issued by the IRS in January 2019, GCP decreased its liability for unrecognized tax benefits by $20.2 million during the three months ended March 31, 2019. For additional information related to the 2017 Tax Act, please refer to Note 9, "Income Taxes," to the Company's Consolidated Financial Statements included in the 2019 Annual Report on Form 10-K.

Repatriation

In general, it is GCP's practice and intention to permanently reinvest the earnings of its foreign subsidiaries and repatriate earnings only when the tax impact is efficient.

Valuation Allowance

In evaluating GCP's ability to realize its deferred tax assets, GCP considers all reasonably available positive and negative evidence, including recent earnings experience, expectations of future taxable income and the tax character of that income, the period of time over which temporary differences become deductible and the carryforward and/or carryback periods available to GCP for tax reporting purposes in the related jurisdiction. In estimating future taxable income, GCP relies upon assumptions and estimates about future activities, including the amount of future federal, state and foreign pretax operating income that GCP will generate; the reversal of temporary differences; and the implementation of feasible and prudent tax planning strategies. GCP records a valuation allowance to reduce deferred tax assets to the amount that it believes is more likely than not to be realized.

Income tax expense for valuation allowances was $0.1 million for the three months ended September 30, 2020 and an income tax benefit of $0.1 million for the three months ended September 30, 2019. During the nine months ended September 30, 2020 and 2019, GCP incurred income tax expense for valuation allowances of $1.0 million and $0.4 million, respectively, recorded against deferred tax assets for net operating losses incurred primarily in Argentina, Australia and India.

Tax Sharing Agreement

In connection with the Separation, GCP and Grace entered into various agreements that govern the relationship between the parties going forward, including a tax matters agreement (the "Tax Sharing Agreement"). Under the Tax Sharing Agreement, GCP and Grace will indemnify and hold each other harmless in accordance with the principles outlined therein. Please refer to Note 17, "Related Party Transactions and Transactions with Grace" for further information on the Tax Sharing Agreement.

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Notes to Consolidated Financial Statements (unaudited) - Continued

9. Pension Plans and Other Postretirement Benefit Plans

Pension Plans

GCP sponsors defined benefit pension plans, primarily in the U.S. and the U.K., in which GCP employees and former employees participate. GCP records an asset or a liability to recognize the funded status of these pension plans in its accompanying unaudited Consolidated Balance Sheets.

The following table presents the funded status of GCP's overfunded, underfunded and unfunded defined pension plans:


(In millions)	September 30, 2020		December 31, 2019
Overfunded defined benefit pension plans	$	26.1	$	25.0
Underfunded defined benefit pension plans	(30.1)		(40.8)
Unfunded defined benefit pension plans	(26.9)		(26.7)
Total underfunded and unfunded defined benefit pension plans	(57.0)		(67.5)
Pension liabilities included in other current liabilities	(0.7)		(1.2)
Net funded status	$	(31.6)	$	(43.7)

Components of Net Periodic Benefit Cost

The components of GCP's net periodic benefit cost for the three and nine months ended September 30, 2020 and 2019 are as follows:


	Three Months Ended September 30,
	2020				2019
	Pension				Pension
(In millions)	U.S.		Non-U.S.		U.S.		Non-U.S.
Service cost	$	1.5	$	0.3	$	1.6	$	0.7
Interest cost	1.3		1.0		1.4		1.4
Expected return on plan assets	(1.6)		(1.2)		(1.6)		(1.5)





Net periodic benefit cost (1)	$	1.2	$	0.1	$	1.4	$	0.6

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Notes to Consolidated Financial Statements (unaudited) - Continued


	Nine Months Ended September 30,
	2020				2019
	Pension				Pension
(In millions)	U.S.		Non-U.S.		U.S.		Non-U.S.
Service cost	$	4.6	$	0.7	$	4.8	$	2.0
Interest cost	3.8		3.1		4.3		4.1
Expected return on plan assets	(4.9)		(3.5)		(4.8)		(4.5)
Amortization of prior service cost	—		0.1		—		—





Net periodic benefit cost (1)	$	3.5	$	0.4	$	4.3	$	1.6

________________________________

(1)Service cost component of net periodic benefit cost is included in "Selling, general and administrative expenses" and "Cost of goods sold" in the accompanying unaudited Consolidated Statements of Operations. All other components of net periodic benefit costs are presented in "Other income, net," within the accompanying unaudited Consolidated Statements of Operations.

Other Postretirement Benefit (OPEB) Plans

GCP provides postretirement health care benefits for certain qualifying retired employees. As of September 30, 2020 and December 31, 2019, the related long-term liability was $2.2 million. As of September 30, 2020 and December 31, 2019, accumulated other comprehensive income was $0.6 million and $0.7 million, respectively, net of related tax impact of $0.2 million as of the end of each period. The net periodic postretirement benefit cost for the nine months ended September 30, 2020 and 2019 was $0.2 million and $0.1 million respectively.

Pension Contributions and Funding

GCP intends to satisfy its funding obligations under the U.S. qualified pension plans and to comply with all of the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). For ERISA purposes, funded status is calculated on a different basis than under GAAP. GCP made contributions of $15.0 million and $15.7 million, respectively, to the U.S. pension plans during the three and nine months ended September 30, 2020. There were no contributions made to these plans during the three and nine months ended September 30, 2019.

GCP intends to fund non-U.S. pension plans based on applicable legal requirements, as well as actuarial and trustee recommendations. During the three and nine months ended September 30, 2020, GCP contributed $0.3 million and $1.1 million, respectively, to these non-U.S. plans. During the three and nine months ended September 30, 2019, GCP contributed $0.6 million and $1.8 million, respectively, to these non-U.S. plans.

Defined Contribution Retirement Plan

GCP sponsors a defined contribution retirement plan for its employees in the U.S. which is a qualified plan under section 401(k) of the U.S. tax code. Under this plan, GCP contributes an amount equal to 100% of employee contributions, up to 6% of an individual employee's salary or wages. Effective January 1, 2018, GCP amended the defined contribution plan whereby GCP contributes up to an additional 2% of 100% of applicable employee compensation subject to a three year vesting requirement for eligible employees. Applicable employees include those beginning employment with GCP on or after January 1, 2018 who are not eligible to participate in the GCP Applied Technologies Inc. Retirement Plan for Salaried Employees, which was closed to new hires effective January 1, 2018. GCP's costs related to this benefit plan amounted to $1.3 million and $3.5 million, respectively, during the three and nine months ended September 30, 2020 and $1.1 million and $3.5 million, respectively, during the three and nine months ended September 30, 2019. These costs are included in "Selling, general and administrative expenses" and "Cost of goods sold" in the accompanying unaudited Consolidated Statements of Operations.

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Notes to Consolidated Financial Statements (unaudited) - Continued

10. Other Balance Sheet Information

The following is a summary of other current assets at September 30, 2020 and December 31, 2019:


(In millions)	September 30, 2020		December 31, 2019
Other Current Assets:
Non-trade receivables	$	19.3	$	22.1
Prepaid expenses and other current assets	11.6		13.4
Income taxes receivable	8.8		8.2

Total other current assets	$	39.7	$	43.7

The following is a summary of other current liabilities at September 30, 2020 and December 31, 2019:


(In millions)	September 30, 2020		December 31, 2019
Other Current Liabilities:
Accrued customer volume rebates	$	22.5	$	28.4
Accrued compensation(1)	21.5		16.0
Income taxes payable	25.0		10.4
Accrued interest	8.8		4.2
Pension liabilities	0.7		1.2
Restructuring liability	8.4		2.7
Other accrued liabilities	47.8		50.7
Total other current liabilities	$	134.7	$	113.6

________________________________

(1)Accrued compensation presented in the table above includes salaries and wages, as well as estimated amounts due under the annual employee incentive programs.

Sale of Corporate Headquarters

On July 31, 2020, GCP sold its corporate headquarters located at 62 Whittemore Avenue, Cambridge, Massachusetts to IQHQ, L.P, entered into a leaseback transaction with the buyer, and received from the buyer cash proceeds of $122.5 million, net of the related transaction costs and commissions of $2.5 million, pursuant to the sale of the property. The gain on sale of the corporate headquarters of $110.2 million was recognized based on the assets' fair value of $133.6 million and carrying value of $20.9 million, net of related transaction costs of $2.5 million, upon transfer of control to the buyer at the time of the sale.

The lease of GCP's corporate headquarters is classified as an operating lease and has an initial rent-free term of eighteen months. The lease commenced on July 31, 2020 and can be extended for an additional six months at GCP's option, subject to monthly rental payments of $0.6 million. The exercise of the extension option was not reasonably certain as of September 30, 2020. Pursuant to the terms of the lease, GCP is required to make certain payments for real estate taxes and other operating expenses related to the leased property which are recognized as variable lease expenses over the lease term. The initial eighteen month rent-free lease term fair value of $8.6 million was recognized as an Operating lease right-of-use asset in the accompanying unaudited Consolidated Balance Sheets as of the lease commencement date and is being amortized as operating lease expense on a straight-line basis over the lease term.

The fair value of assets sold and the fair value of the Operating lease right-of-use asset related to free rent were determined based on Level 3 inputs. In determining fair value, the highest and best use of the assets sold differs from GCP’s current use of the assets as its’ corporate headquarters due to higher lease income that could potentially be generated by market participants based on the highest and best use of the premise.

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Notes to Consolidated Financial Statements (unaudited) - Continued

Acquisitions

On May 4, 2018, GCP acquired 100% of the outstanding capital stock of Clydebridge Holdings Limited which owns 100% of RIW Limited ("RIW"), a U.K.-based supplier of waterproofing solutions for commercial and residential construction applications. The aggregate purchase price of $29.5 million, net of cash acquired of $10.0 million, consisted of a net cash payment of $29.8 million, which was reduced by working capital adjustments of $0.3 million. At the closing of the acquisition of RIW, $2.8 million was placed into escrow which was ascribed to the purchase price and will be released to the sellers no later than December 30, 2020. The escrow was related to the sellers’ satisfaction of indemnity claims and general representations and warranties. As of September 30, 2020, $1.3 million of consideration was released from the escrow to the sellers based on the provisions of the related agreement. Please refer to Note 20, "Acquisitions and Dispositions" to the Company's Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K for further information on this transaction.

11. Commitments and Contingencies

GCP enters into certain purchase commitments and is a party to many contracts containing guarantees and indemnification obligations, as described in Note 12, "Commitments and Contingencies" to the Company's Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K. There have been no material changes to these commitments and obligations during the nine months ended September 30, 2020. Although the outcome of each of the matters related to loss contingencies and obligations discussed below cannot be predicted with certainty, GCP has assessed the risk and has made accounting estimates and disclosures as required under GAAP.

Environmental Matters

GCP is subject to loss contingencies resulting from extensive and evolving federal, state, local and foreign environmental laws and regulations relating to the generation, storage, handling, discharge, disposition and stewardship of hazardous wastes and other materials. GCP recognizes accrued liabilities for anticipated costs associated with response efforts if, based on the results of the assessment, it concluded that a probable liability has been incurred and the cost can be reasonably estimated. As of September 30, 2020 and December 31, 2019, GCP did not have any material environmental liabilities.

GCP's environmental liabilities are reassessed whenever circumstances become better defined or response efforts and their costs can be better estimated. These liabilities are evaluated based on currently available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the method and extent of remediation at each site, existing technology, prior experience in contaminated site remediation and the apportionment of costs among potentially responsible parties.

Financial Assurances

Financial assurances have been established for a variety of purposes, including insurance, environmental matters and other matters. At September 30, 2020 and December 31, 2019, GCP had gross financial assurances issued and outstanding of $5.7 million and $5.9 million, respectively, which were composed of standby letters of credit. The letters of credit are related primarily to customer advances and other performance obligations as of September 30, 2020 and December 31, 2019. These arrangements guarantee the refund of advance payments received from customers in the event that the product is not delivered or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements.

Lawsuits and Investigations

From time to time, GCP and its subsidiaries are parties to, or targets of, lawsuits, claims, investigations and proceedings which are managed and defended in the ordinary course of business. While GCP is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of such pending matters will have a material adverse effect on its overall financial condition, results of operations or cash flows for the three and nine months ended September 30, 2020.

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Notes to Consolidated Financial Statements (unaudited) - Continued

GCP Brazil Indirect Tax Claim

During the year ended December 31, 2019, the Superior Judicial Court of Brazil (the "Court") filed its final ruling in favor of GCP Brazil related to a claim whether a certain state value-added tax should be included in the calculation of federal gross receipts taxes. The Court decision is final and not subject to any appeals. The ruling allows the Company the right to recover, through offset of federal tax liabilities, amounts collected by the government from May 2012 to September 2017, including interest. Timing of the realization of these tax credits is dependent upon the generation of federal tax liabilities eligible for the offset. The Brazilian tax authorities have sought before the Court clarification of certain matters, including whether these credits should be recognized on a gross or net basis, and certain other matters that could affect the rights of Brazilian taxpayers regarding these credits. During the three months ended September 30, 2019, the Company recorded in "Other income, net" a pre-tax gain of $1.3 million, net of $0.4 million of legal fees and other charges, as a result of the favorable Court decision. No amounts have been recognized in GCP's results of operations for the credits calculated based on the higher gross basis due to uncertainty related to the recoverability of such amounts and the timing of the recovery. As of September 30, 2020, GCP has fully utilized the tax credits previously recognized on a net basis.

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Notes to Consolidated Financial Statements (unaudited) - Continued

12. Stockholders' Equity

Stockholder Rights Plan

On March 15, 2019, the Board of Directors (the "Board") declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of GCP common stock with par value $0.01 per share and adopted a stockholder rights plan (the “Rights Agreement”), as described in Note 13, "Stockholders' Equity," to the Company's Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K. The Rights were not becoming exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person” (as defined in the Rights Agreement) by obtaining beneficial ownership of 15% or more of the Company’s outstanding shares of common stock. If a stockholder’s beneficial ownership as of March 15, 2019 was at or above 15%, that stockholder’s existing ownership percentage would be grandfathered, but the Rights would become exercisable if at any time after an announcement that the stockholder increases its ownership percentage by 0.001% or more. The Rights were initially set to expire on March 14, 2020.

On March 13, 2020, the Board approved an amendment to the Rights Agreement which raised the level of beneficial ownership for an Acquiring Person to 20% of the Company's outstanding shares of common stock and extended the final expiration date of the Rights Agreement to March 14, 2023, subject to stockholders' approval at GCP's 2020 Annual Meeting of Shareholders (the “Annual Meeting”). If a stockholder's beneficial ownership on March 15, 2019 was at or above 20%, that stockholder's existing ownership percentage would be grandfathered, but the Rights would become exercisable if the stockholder increases its ownership percentage by 0.001% or more. The amendment to the Rights Agreement was approved at the Annual Meeting held on May 28, 2020.

Preferred Stock

The Company is authorized to issue up to 50,000,000 shares of Preferred Stock with a par value of $0.01 per share. On March 15, 2019, GCP designated 10,000,000 shares of its Preferred Stock with a par value of $0.01 per share as Series A Junior Participating Preferred Stock.

Share Repurchase Program

On July 30, 2020, the Board of Directors (the “Board”) of GCP authorized a program to repurchase up to $100 million of the Company’s common stock which is effective through July 30, 2022. Share repurchases under the program may be made from time to time at the Board's discretion through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The share repurchase program is subject to a periodic review by the Board and may be suspended periodically or discontinued at any time. The Company plans to fund repurchases from its existing cash balance. No shares were repurchased by the Company during the three months ended September 30, 2020.

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Notes to Consolidated Financial Statements (unaudited) - Continued

Stockholders' Equity Activity

The following table summarizes the Company’s stockholders' equity activity during the three months ended September 30, 2020 and 2019.


	Common Stock			Treasury Stock
(In millions)	Number of Shares(2)	Par Value		Number of Shares(2)	Cost		Additional Paid-in Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Stockholders' Equity
Balance, June 30, 2019	73.0	$	0.7	0.3	$	(8.0)	$	50.2	$	587.9	$	(120.7)	$	2.2	$	512.3
Net income	—	—		—	—		—		16.6		—		0.1		16.7

Share-based compensation	—	—		—	—		1.9		—		—		—		1.9
Exercise of stock options(2)	—	—		—	—		0.1		—		—		—		0.1
Share repurchases(1)	—	—		—	(0.1)		—		—		—		—		(0.1)
Other comprehensive loss	—	—		—	—		—		—		(14.8)		—		(14.8)
Balance, September 30, 2019	73.0	$	0.7	0.3	$	(8.1)	$	52.2	$	604.5	$	(135.5)	$	2.3	$	516.1
Balance, June 30, 2020	73.3	$	0.7	0.4	$	(8.9)	$	56.9	$	610.0	$	(145.7)	$	2.2	$	515.2
Net income	—	—		—	—		—		99.4		—		0.2		99.6
Issuance of common stock in connection with stock plans(2)	0.1	—		—	—		—		—		—		—		—
Share-based compensation(3)	—	—		—	—		3.1		—		—		—		3.1
Exercise of stock options(2)	—	—		—	—		0.4		—		—		—		0.4
Share repurchases(1)	—	—		—	(1.1)		—		—		—		—		(1.1)
Other comprehensive income	—	—		—	—		—		—		10.8		—		10.8
Dividends and other changes in noncontrolling interest	—	—		—	—		—		—		—		(0.1)		(0.1)
Balance, September 30, 2020	73.5	$	0.7	0.4	$	(10.0)	$	60.4	$	709.4	$	(134.9)	$	2.3	$	627.9

.________________________________

(1)Refer to Note 15, “Stock Incentive Plans”, for further information.

(2)The par value of common shares issued may not be included in the table due to rounding. Total share amounts for common stock and treasury stock may not sum due to rounding.

(3)During the three months ended September 30, 2020, $1.8 million of the stock-based compensation expense is included in "Restructuring expenses and asset impairments" related to accelerated vesting of stock options and RSUs due to the CEO's departure from the Company effective September 11, 2020 following Board approval.

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Notes to Consolidated Financial Statements (unaudited) - Continued

13. Restructuring and Repositioning Expenses, Asset Impairments

GCP's Board of Directors approves all major restructuring and repositioning programs. Major restructuring programs may involve reorganizations, the discontinuation of significant product lines, the shutdown of significant facilities, or other major strategic initiatives. From time to time, GCP takes additional restructuring actions, including involuntary employee terminations that are not a part of a major program. Repositioning activities generally represent major strategic or transformational actions to enhance the value and performance of the Company, improve business efficiency or optimize the Company’s footprint.

Repositioning expenses associated with the Plans discussed below, as well as a review of strategic, financial and operational alternatives, are primarily related to consulting, professional services, and other employee-related costs associated with the Company’s organizational realignment and advancing its technology strategy. Due to the scope and complexity of the Company’s repositioning activities, the range of estimated repositioning expenses and capital expenditures could increase or decrease and the timing of incurrence could change.

2019 Restructuring and Repositioning Plan (the “2019 Plan”)

On February 22, 2019, the Board of Directors approved a business restructuring and repositioning plan (the “2019 Plan”). The 2019 Plan is focused on GCP’s global supply chain strategy, processes and execution, including its manufacturing, purchasing, logistics, and warehousing operations. The plan also addresses GCP’s service delivery model, primarily in North America, to streamline the Company’s pursuit of combined admixture and VERIFI® opportunities. The program is expected to be completed by December 31, 2020.

2019 Phase 2 Restructuring and Repositioning Plan (the “2019 Phase 2 Plan")

On July 31, 2019, the Board approved a business restructuring and repositioning plan to further optimize the design and footprint of the Company's global organization, primarily with respect to its general administration and business support functions, and streamline cross-functional activities (the “2019 Phase 2 Plan”). The 2019 Phase 2 Plan is expected to result in the net reduction of approximately 8%-10% of the Company's workforce. The program is expected to be completed by December 31, 2021.

Strategic Alternatives Plan

On February 27, 2019, the Company announced a comprehensive review of strategic alternatives to enhance shareholder value. Over the course of this review, GCP contacted and engaged with both strategic industry and private equity investors. This process did not result in a transaction that would provide adequate value to the Company's shareholders, and as a result, GCP determined that it will pursue its standalone strategic and financial plan (the "Strategic Alternatives Plan").

The following table illustrates a summary of the charges incurred and planned in connection with restructuring and repositioning plans discussed above:


(In millions)	Severance/employee costs	Asset Impairments/ Write Offs	Other Associated Costs	Total Restructuring	Repositioning	Total Costs	Capital Expenditures
2019 Plan: (1)
Estimated Total Costs	$1-2	$1	$0-1	$2-4	$11	$13-15	$2-3
Cumulative Costs incurred to Date	$0.9	$0.9	$0.3	$2.1	$10.5	$12.6	$2.0
2019 Phase 2 Plan: (2)
Estimated Total Costs	$19-22	$1	$3-4	$23-27	$7-8	$30-35	$2
Cumulative Costs incurred to Date	$12.5	$0.3	$—	$12.8	$4.3	$17.1	$0.6

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Notes to Consolidated Financial Statements (unaudited) - Continued

(1)As of September 30, 2020, the cumulative restructuring costs incurred under the 2019 Plan since its inception were $2.1 million, of which $1.7 million was related to the SCC segment and $0.4 million was related to the SBM segment. Estimated total pre-tax costs expected to be incurred in connection with the 2019 Plan decreased by $2.0 million due to lower severance and facilities consolidation costs.

(2)As of September 30, 2020, the cumulative restructuring costs recognized under the 2019 Phase 2 Plan since its inception were $12.8 million, of which $3.6 million was attributable to the SCC segment, $2.3 million was attributable to the SBM segment, and $6.9 million was attributable to the Corporate. Estimated total pre-tax costs expected to be incurred in connection with the 2019 Phase 2 Plan increased by approximately $7.0 million from the prior estimate due to higher severance and other employee-related costs associated with the departure from the Company and resignation from the Board of the President and Chief Executive Officer's ("CEO") effective September 11, 2020 following Board approval. During the three months ended September 30, 2020, the Company incurred $6.9 million of severance and employee-related costs in connection with such separation, including $1.8 million associated with accelerated vesting of stock options and RSUs. Additional increases of estimated total pre-tax costs include asset impairments/write offs of $1.0 million resulting from the sale and relocation of the corporate headquarters to further optimize the footprint of GCP's global organization (please refer to Note 10, "Other Balance Sheet Information" for further information).

The following tables represent the repositioning expenses incurred and cash payments made under the plans discussed above and other plans during each period:


	Three Months Ended September 30, 2020
(In millions)	2019 Plan		2019 Plan Phase 2		Strategic Alternatives Plan		2018 Plan		2017 Plan		Total
Repositioning Expenses	$	0.1	$	—	$	—	$	—	$	—	$	0.1
Cash Paid for Repositioning Expenses	0.3		0.4		0.1		—		—		0.8
Capital Expenditures	0.3		0.2		—		0.1		0.2		0.8
Cash Paid for Capital Expenditures	0.5		0.2		—		0.3		0.4		1.4


	Nine Months Ended September 30, 2020
(In millions)	2019 Plan		2019 Plan Phase 2		Strategic Alternatives Plan		2018 Plan		2017 Plan		Total
Repositioning Expenses	$	1.7	$	1.9	$	—	$	0.1	$	0.1	$	3.8
Cash Paid for Repositioning Expenses	4.8		3.2		1.1		—		0.2		9.3
Capital Expenditures	1.2		0.5		—		0.6		1.1		3.4
Cash Paid for Capital Expenditures	1.3		0.4		—		0.7		1.6		4.0


	Three Months Ended September 30, 2019
(In millions)	2019 Plan		2019 Plan Phase 2		Strategic Alternatives Plan		2018 Plan		2017 Plan		Total
Repositioning Expenses	$	3.1	$	0.4	$	0.3	$	0.2	$	0.4	$	4.4
Cash Paid for Repositioning Expenses	1.3		—		0.5		0.2		0.2		2.2
Capital Expenditures	0.1		—		—		0.1		2.0		2.2
Cash Paid for Capital Expenditures	0.1		—		—		0.8		0.9		1.8

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Notes to Consolidated Financial Statements (unaudited) - Continued


	Nine Months Ended September 30, 2019
(In millions)	2019 Plan		2019 Plan Phase 2		Strategic Alternatives Plan		2018 Plan		2017 Plan		Total
Repositioning Expenses	$	6.4	$	0.4	$	2.8	$	5.3	$	0.7	$	15.6
Cash Paid for Repositioning Expenses	3.4		—		0.5		7.9		1.7		13.5
Capital Expenditures	0.4		—		—		0.8		3.9		5.1
Cash Paid for Capital Expenditures	0.3		—		—		0.8		2.0		3.1


	As of September 30, 2020
(In millions)	2019 Plan		2019 Plan Phase 2		Strategic Alternatives Plan		2018 Plan		2017 Plan
Cumulative Repositioning Expenses	$	10.5	$	4.3	$	3.1	$	10.7	$	9.7
Cumulative Cash Paid for Repositioning Expenses	10.4		4.2		3.1		10.7		9.6
Cumulative Capital Expenditure	2.0		0.6		—		1.5		13.5
Cumulative Cash Paid for Capital Expenditures	1.9		0.4		—		1.5		12.9

Restructuring Expenses and Asset Impairments

The following restructuring expenses and asset impairment charges were incurred under the plans discussed above and other plans during each period:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2019		2020		2019
Severance and other employee costs	$	7.7	$	3.6	$	9.6	$	4.1
Asset impairments	—		0.1		1.2		4.1

Other associated costs	—		0.2		0.4		0.9
Total restructuring expenses and asset impairments	$	7.7	$	3.9	$	11.2	$	9.1
Less: restructuring expenses and asset impairments reflected in discontinued operations	—		0.1		—		0.3
Total restructuring expenses and asset impairments from continuing operations	$	7.7	$	3.8	$	11.2	$	8.8

GCP incurred restructuring expenses and asset impairment charges related to its two operating segments and Corporate function as follows:

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Notes to Consolidated Financial Statements (unaudited) - Continued


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2019		2020		2019
SCC	$	0.6	$	1.5	$	3.2	$	3.4
SBM	0.2		0.7		1.1		3.9
Corporate	6.9		1.6		6.9		1.5
Total restructuring expenses and asset impairments from continuing operations	$	7.7	$	3.8	$	11.2	$	8.8
Restructuring expenses and asset impairments reflected in discontinued operations	—		0.1		—		0.3
Total restructuring expenses and asset impairments	$	7.7	$	3.9	$	11.2	$	9.1

Restructuring liabilities were $8.4 million and $2.7 million, respectively, as of September 30, 2020 and December 31, 2019. These liabilities are included within “Other current liabilities” in the accompanying unaudited Consolidated Balance Sheets. GCP settled in cash substantially all of the remaining liabilities related to the 2017 Plan during the nine months ended September 30, 2020.

The following table summarizes the Company’s restructuring liability activity:


	2019 Plan				2019 Phase 2 Plan		2018 Plan				2017 Plan
(In millions)	Severance and other employee costs		Other Costs		Severance and other employee costs		Severance and other employee costs		Other Costs		Severance and other employee costs		Total
Balance, December 31, 2019	$	0.2	$	—	$	0.9	$	1.0	$	0.4	$	0.2	$	2.7
Expense(1)	0.2		0.2		1.7		—		—		—		2.1
Payments	(0.1)		—		(0.6)		(0.2)		(0.3)		(0.1)		(1.3)
Impact of foreign currency and other	—		—		—		(0.1)		(0.1)		—		(0.2)
Balance, March 31, 2020	$	0.3	$	0.2	$	2.0	$	0.7	$	—	$	0.1	$	3.3
Expense(1)	—		0.1		—		—		0.1		—		0.2
Payments	(0.1)		(0.1)		(0.3)		(0.1)		(0.1)		—		(0.7)

Balance, June 30, 2020	$	0.2	$	0.2	$	1.7	$	0.6	$	—	$	0.1	$	2.8
Expense(2)	—		—		5.9		—		—		—		5.9
Payments	(0.1)		(0.1)		—		(0.1)		—		—		(0.3)

Balance, September 30, 2020	$	0.1	$	0.1	$	7.6	$	0.5	$	—	$	0.1	$	8.4

________________________________

(1)There were no asset impairment charges that occurred during the three months ended September 30, 2020. GCP incurred $1.1 million of asset impairment charges attributable to the SCC segment as a part of the 2019 Plan and 2019 Phase 2 Plan during the nine months ended September 30, 2020. The Company incurred $0.1 million of asset impairment charges attributable to the SBM segment as a part of the 2019 Phase 2 Plan during the nine months ended September 30, 2020. These asset impairments are recorded with a corresponding reduction to "Properties and equipment, net" in the accompanying unaudited Consolidated Balance Sheets. These expenses are not recorded with a corresponding adjustment to the restructuring liability and therefore, are not included in the table above.

(2)Stock-based compensation expense of $1.8 million related to accelerated vesting of stock options and RSUs resulting from the CEO departure during the three months ended September 30, 2020 is attributable to Corporate function under the 2019 Phase 2 Plan. Such expense is not recognized as a corresponding adjustment to the restructuring liability and therefore, is not included in the table above.

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Notes to Consolidated Financial Statements (unaudited) - Continued

14. Other Comprehensive Income (Loss)

The following tables present the pre-tax, tax benefit (expense), and after-tax components of GCP's other comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended September 30, 2020
(In millions)	Pre-Tax Amount		Tax Benefit		After-Tax Amount
Defined benefit pension and other postretirement plans	$	0.1	$	—	$	0.1









Currency translation adjustments (1)	10.3		0.5		10.8
Loss from hedging activities	(0.1)		—		(0.1)


Other comprehensive income attributable to GCP shareholders	$	10.3	$	0.5	$	10.8


	Nine Months Ended September 30, 2020
(In millions)	Pre-Tax Amount		Tax Benefit		After-Tax Amount
Defined benefit pension and other postretirement plans	$	0.2	$	—	$	0.2
Currency translation adjustments(1)	(18.4)		0.3		(18.1)

Other comprehensive loss attributable to GCP shareholders	$	(18.2)	$	0.3	$	(17.9)


	Three Months Ended September 30, 2019
(In millions)	Pre-Tax Amount		Tax Expense		After-Tax Amount
Currency translation adjustments(1)	$	(14.4)	$	(0.5)	$	(14.9)
Gain from hedging activities	0.1		—		0.1
Other comprehensive loss attributable to GCP shareholders	$	(14.3)	$	(0.5)	$	(14.8)


	Nine Months Ended September 30, 2019
(In millions)	Pre-Tax Amount		Tax Expense		After-Tax Amount
Currency translation adjustments(1)	$	(15.1)	(0.4)		$	(15.5)

Other comprehensive loss attributable to GCP shareholders	$	(15.1)	$	(0.4)	$	(15.5)

_____________________

(1)Currency translation adjustments related to the net investment hedge are presented net of income taxes, as discussed in Note 5, "Derivative Instruments."

The following tables present the changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2020 and 2019:

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Notes to Consolidated Financial Statements (unaudited) - Continued


(In millions)	Defined Benefit Pension and Other Postretirement Plans		Currency Translation Adjustments		Hedging Activities		Total
Balance, December 31, 2019	$	(2.7)	$	(114.2)	$	(0.1)	$	(117.0)
Other comprehensive income (loss) before reclassifications	0.2		(18.1)		0.1		(17.8)
Amounts reclassified from accumulated other comprehensive loss	—		—		(0.1)		(0.1)
Current-period other comprehensive income (loss)	0.2		(18.1)		—		(17.9)
Balance, September 30, 2020	$	(2.5)	$	(132.3)	$	(0.1)	$	(134.9)


(In millions)	Defined Benefit Pension and Other Postretirement Plans		Currency Translation Adjustments		Hedging Activities		Total
Balance, December 31, 2018	$	(2.2)	$	(117.8)	$	—	$	(120.0)
Other comprehensive loss before reclassifications	—		(15.5)		(0.1)		(15.6)
Amounts reclassified from accumulated other comprehensive loss	—		—		0.1		0.1
Current period other comprehensive loss	—		(15.5)		—		(15.5)
Balance, September 30, 2019	$	(2.2)	$	(133.3)	$	—	$	(135.5)

Please refer to Note 9, "Pension Plans and Other Postretirement Benefit Plans," for a discussion of pension plans and other postretirement benefit plans.

15. Stock Incentive Plans

On October 1, 2020, GCP's Board of Directors adopted the GCP Applied Technologies Inc. 2020 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 shares of its common stock to be used exclusively for grants of awards to induce highly-qualified prospective employees to accept employment and to provide them with a proprietary interest in the Company. Awards that could be granted under the Inducement Plan consist of stock options, stock appreciation rights, restricted units, restricted stock, or deferred stock units. In accordance with Section 303A.08 of the New York Stock Exchange Listed Company Manual, the Company did not seek approval of the Inducement Plan by its stockholders. On October 1, 2020, the Company awarded to the new GCP CEO upon joining the Company, a grant with a value of approximately $5.0 million that consisted of 143,128 shares of restricted stock and 388,348 of stock options pursuant to the terms and conditions of the Inducement Plan.

Stock-Based Compensation Accounting

GCP grants stock options, restricted stock units (the "RSUs") and performance-based units (the "PBUs") with or without market conditions which vest upon the satisfaction of a performance condition and/or a service condition. Please refer to Note 17, "Stock Incentive Plans" to the Company's Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K for further information on these awards. Total stock-based compensation expense is included in "Income from continuing operations before income taxes" in the accompanying unaudited Consolidated Statements of Operations and was $3.3 million and $5.6 million, respectively, during the three and nine months ended September 30, 2020, and $2.3 million and $7.3 million, respectively, during the three and nine months ended September 30, 2019. During the three months ended September 30, 2020, $1.8 million of the stock-based compensation expense is included in "Restructuring expenses and asset impairments" related to accelerated vesting of stock options and RSUs due to the CEO's departure from the Company effective September 11, 2020 following Board approval.

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Notes to Consolidated Financial Statements (unaudited) - Continued

The Company issues new shares of common stock upon exercise of stock options and vesting of RSUs. In accordance with certain provisions of the GCP Equity and Incentive Plan (the "Plan"), GCP withholds and retains shares issued to certain holders of GCP awards in order to fulfill statutory tax withholding requirements for the employees. During the nine months ended September 30, 2020 and 2019, GCP withheld and retained approximately 62,200 shares and 130,900 shares, respectively, in a non-cash transaction with a cost of $1.4 million and $3.3 million, respectively, which were reflected as "Share Repurchases" in the accompanying unaudited Consolidated Statements of Stockholders' Equity. During the nine months ended September 30, 2020 and 2019, cash payments for such tax withholding obligations were $0.4 million and $3.3 million, respectively.

As of September 30, 2020, approximately 7.6 million shares and 0.5 million shares of common stock, respectively, were reserved and available for future grant under the Plan and the Inducement Plan, respectively.

Stock Options

There were no stock options granted during the three and nine months ended September 30, 2020.

The following assumptions were utilized in the Black-Scholes option pricing model for estimating the fair value of GCP's stock options granted during the nine months ended September 30, 2019:


									Nine Months Ended September 30,
Assumptions used to calculate expense for stock options:									2019
Risk-free interest rate									1.70 - 2.64%
Average life of options (years)									5.5 - 6.5
Volatility									28.02 - 28.59%
Dividend yield									—
Weighted average fair value per stock option									$8.66

The following table sets forth information relating to stock options denominated in GCP stock during the nine months ended September 30, 2020:


Stock Option Activity	Number Of Shares (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregated Intrinsic Value (in thousands)
Outstanding, December 31, 2019	1,284	$	22.66	3.18	$	3,171
Options exercised	(64)	17.80
Options forfeited/expired/canceled	(289)	19.98

Outstanding, September 30, 2020	931	$	23.82	3.39	$	1,316
Exercisable, September 30, 2020	827	$	23.23	3.17	$	1,316
Vested and expected to vest, September 30, 2020	927	$	23.80	3.38	$	1,316

The weighted average grant date fair value of options granted during the three months ended September 30, 2019 was $6.66. The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, determined as the difference between GCP's closing stock price on the last trading day of September 30, 2020 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their in-the-money options at period end. The amount changes based on the fair market value of GCP's stock. Total intrinsic value of all options exercised during the three months ended September 30, 2020 was $0.2 million. Total intrinsic value of all options exercised during the nine months ended September 30, 2020 and 2019 was $0.3 million and $2.5 million, respectively.

At September 30, 2020, total unrecognized stock-based compensation expense for stock options outstanding was $0.1 million and is expected to be recognized over the weighted-average period of approximately 0.7 years.

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Notes to Consolidated Financial Statements (unaudited) - Continued

Restricted Stock Units and Performance Based Units

RSUs and PBUs are granted with the exercise price equal to zero and are converted to shares immediately upon vesting.

As of September 30, 2020, $4.4 million of total unrecognized compensation expense related to the RSU and PBU awards is expected to be recognized over the remaining weighted-average service period of approximately 1.7 years.

RSUs

The following table sets forth the RSU activity for the nine months ended September 30, 2020:


RSU Activity	Number Of Shares (in thousands)	Weighted Average Grant Date Fair Value
Outstanding, December 31, 2019	156	$	27.33
RSUs settled	(151)	24.69
RSUs forfeited	(2)	22.83
RSUs granted	191	21.13
RSUs outstanding, September 30, 2020	194	$	23.21
Expected to vest as of September 30, 2020	181	$	23.29

The weighted average grant date fair value of RSUs granted during the three months ended September 30, 2020 and 2019 was $22.82 and $21.52 per share. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2020 and 2019 was $21.13 and $26.77 per share, respectively. During the nine months ended September 30, 2020 and 2019, GCP distributed 151,000 shares and 255,000 shares, respectively, to settle RSUs upon vesting. The fair value of RSUs vested during the nine months ended September 30, 2020 and 2019 was $3.4 million and $6.4 million, respectively.

PBUs

PBUs are performance-based units which are granted by the Company either with or without market conditions and recorded at fair value on the grant date. The performance criteria for PBUs granted in 2020 and 2019 include a 3-year cumulative adjusted diluted earnings per share metric that is modified, up or down, based on the Company's total shareholder return ("TSR") relative to the performance of the Russell 3000 Specialty Chemicals and Building Materials Indices. For PBUs granted in 2018, such metric is modified, up or down, based on the Company's TSR relative to the performance of the Russell 3000 Index. The number of shares that ultimately vest, if any, is based on Company performance against these metrics, and can range from 0% to 200% of the target number of shares granted to employees. The 2020, 2019 and 2018 awards will become vested, if at all, three years from the grant date once actual performance is certified by the Board's Compensation Committee. Vesting is also subject to the employees' continued employment through the vesting date.

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Notes to Consolidated Financial Statements (unaudited) - Continued

The following table summarizes the assumptions used in the Monte Carlo simulations for estimating the grant date fair values of PBUs granted during the nine months ended September 30, 2020 and 2019:


	Nine Months Ended September 30,
Assumptions used to calculate expense for PBUs:	2020	2019
Expected Term (Remaining Performance Period)	2.85	2.86
Expected volatility	29.85%	28.46%
Risk-free interest rate	1.21%	2.48%
Expected dividends	—	—
Correlation coefficient	53.43%	54.81%
Median correlation coefficient of constituents	54.01%	57.09%

The following table sets forth the PBU activity for the nine months ended September 30, 2020:


PBU Activity	Number Of Shares (in thousands)	Weighted Average Grant Date Fair Value
Outstanding, December 31, 2019	382	$	29.51
PBU's settled	—	—
PBU's forfeited	(167)	26.71
PBU's granted	147	22.43
Outstanding, September 30, 2020	362	$	27.91

The weighted average grant date fair value of PBUs granted during the nine months ended September 30, 2020 and 2019 was $22.43 and $27.19 per share, respectively. During the nine months ended September 30, 2019, GCP distributed 76461 shares to settle PBUs upon vesting. GCP expects to settle in stock all future PBU vestings. The fair value of PBUs vested during the nine months ended September 30, 2019 was $2.0 million.

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Notes to Consolidated Financial Statements (unaudited) - Continued

16. Earnings Per Share

The following table sets forth a reconciliation of the numerators and denominators used in calculating basic and diluted earnings (loss) per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share amounts)	2020		2019		2020		2019
Numerators
Income from continuing operations attributable to GCP shareholders	$	99.5	$	17.0	$	99.6	$	34.7
(Loss) income from discontinued operations, net of income taxes	(0.1)		(0.4)		(0.4)		5.9
Net income attributable to GCP shareholders	$	99.4	$	16.6	$	99.2	$	40.6
Denominators
Weighted average common shares—basic calculation	73.0		72.7		72.9		72.5
Dilutive effect of employee stock awards(2)	0.2		0.1		0.2		0.4
Weighted average common shares—diluted calculation	73.2		72.8		73.1		72.9
Basic earnings (loss) per share:(2)
Income from continuing operations attributable to GCP shareholders	$	1.36	$	0.23	$	1.37	$	0.48
(Loss) income from discontinued operations, net of income taxes	$	—	$	(0.01)	$	(0.01)	$	0.08
Net income attributable to GCP shareholders(1)	$	1.36	$	0.23	$	1.36	$	0.56
Diluted earnings (loss) per share:(2)
Income from continuing operations attributable to GCP shareholders	$	1.36	$	0.23	$	1.36	$	0.48
(Loss) income from discontinued operations, net of income taxes	$	—	$	(0.01)	$	(0.01)	$	0.08
Net income attributable to GCP shareholders(1)	$	1.36	$	0.23	$	1.36	$	0.56

________________________________

(1)Amounts may not sum due to rounding.

(2)Dilutive effect is only applicable to the periods during which GCP generated net income from continuing operations.

GCP uses the treasury stock method to compute diluted earnings (loss) per share. During the three and nine months ended September 30, 2020, 0.6 million of anti-dilutive stock awards were excluded from the computation of diluted earnings per share during each period based on the treasury stock method as a result of income from continuing operations generated during the periods then ended. During the three and nine months ended September 30, 2019, 0.8 million and 0.6 million, respectively, of such anti-dilutive stock awards were excluded from the computation of diluted earnings per share.

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Notes to Consolidated Financial Statements (unaudited) - Continued

17. Related Party Transactions and Transactions with Grace

All contracts with related parties are at rates and terms that GCP believes are comparable with those that could be entered into with independent third parties. Subsequent to the Separation, transactions with Grace represent third-party transactions.

Related Party Transaction

During the three months ended June 30, 2020, Starboard Value LP and certain of its affiliates ('Starboard") with an ownership interest of approximately 9% of the Company's outstanding common shares, filed a proxy statement with the SEC seeking an election of eight of its nominees to the GCP Board of Directors at the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting held on May 28, 2020, GCP stockholders voted to elect all eight nominees designated by Starboard to serve on GCP's Board of Directors. On July 2, 2020, the Company agreed to reimburse Starboard up to an amount of approximately $2.0 million for fees and expenses it incurred in connection with the election of its nominees. The Company paid $2.0 million of such costs to Starboard on July 16, 2020.

Tax Sharing Agreement

In connection with the Separation, the Company and Grace entered into a Tax Sharing Agreement which governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, as well as other matters regarding taxes. In general, and subject to the terms of the Tax Sharing Agreement, GCP is responsible for all U.S. federal, state and foreign taxes including any related interest, penalties or audit adjustments reportable on a GCP separate return (a return that does not include Grace or any of its subsidiaries). Grace is responsible for all U.S. federal, state and foreign income taxes including any related interest, penalties or audit adjustments reportable on a consolidated, combined or unitary return that includes Grace or any of its subsidiaries and GCP or any of its subsidiaries up to the Separation date. As of September 30, 2020 and December 31, 2019, GCP has recorded $3.7 million and $3.5 million, respectively, of indemnified receivables in "Other assets" and $0.9 million and $1.0 million, respectively, of indemnified payables in "Other current liabilities" in the accompanying unaudited Consolidated Balance Sheets.

18. Operating Segment and Geographic Information

GCP is engaged in the production and sale of specialty construction chemicals and specialty building materials through two operating segments. Specialty Construction Chemicals ("SCC") operating segment manufactures and markets concrete admixtures and cement additives and supplies in-transit monitoring systems for concrete producers. Specialty Building Materials ("SBM") operating segment manufactures and markets sheet and liquid membrane systems that protect structures from water, air and vapor penetration, as well as fireproofing and other products designed to protect the building envelope.

Operating Segment Data

The following table presents information related to GCP's operating segments:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2019		2020		2019
Net Sales
Specialty Construction Chemicals	$	138.3	$	151.8	$	379.6	$	433.9
Specialty Building Materials	110.1		115.1		280.9		321.3
Total net sales	$	248.4	$	266.9	$	660.5	$	755.2
Segment Operating Income
Specialty Construction Chemicals segment operating income	$	18.6	$	19.8	$	36.4	$	41.9
Specialty Building Materials segment operating income	25.4		25.9		50.1		64.1
Total segment operating income	$	44.0	$	45.7	$	86.5	$	106.0

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Notes to Consolidated Financial Statements (unaudited) - Continued

Reconciliation of Operating Segment Data to Financial Statements

Corporate expenses directly related to the operating segments are allocated to the segment's operating income. GCP excludes from the segments' operating income certain functional costs, certain impacts of foreign currency exchange, as well as certain corporate costs and other costs included in the table below. GCP also excludes from the segment's operating income certain ongoing defined benefit pension costs recognized during each reporting period, which include service and interest costs, the effect of expected returns on plan assets and amortization of prior service costs/credits. GCP believes that the exclusion of certain corporate costs and pension costs provides a better indicator of its operating segment performance since such costs are not managed at an operating segment level.

Total segment operating income for the three and nine months ended September 30, 2020 and 2019 is reconciled below to "Income from continuing operations before income taxes" presented in the accompanying unaudited Consolidated Statements of Operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2019		2020		2019
Total segment operating income(1)	$	44.0	$	45.7	$	86.5	$	106.0
Corporate costs	(7.6)		(8.9)		(19.7)		(28.2)
Certain pension costs	(1.3)		(2.0)		(3.9)		(5.9)
Shareholder activism and other related costs(2)	(2.1)		(0.1)		(9.5)		(3.7)

Gain on sale of corporate headquarters	110.2		—		110.2		—
Gain on Brazil tax recoveries, net(3)	—		0.9		—		0.9
Repositioning expenses	(0.1)		(4.4)		(3.8)		(15.6)
Restructuring expenses and asset impairments	(7.7)		(3.8)		(11.2)		(8.8)


Third-party and other acquisition-related costs	—		—		(0.7)		(0.1)

Legacy product, environmental and other claims	—		—		—		(0.1)
Net income attributable to noncontrolling interests	0.2		0.1		0.4		0.3

Interest expense, net	(5.3)		(4.9)		(15.1)		(15.0)

Income from continuing operations before income taxes	$	130.3	$	22.6	$	133.2	$	29.8

__________________________

(1)Certain amounts related to COVID-19 costs have been reclassified between segments' operating income and corporate expenses that do not get allocated directly to the segments. Such reclassifications have not materially affected previously reported amounts.

(2)Shareholder activism and other related costs consist primarily of professional fees incurred in connection with the actions by certain of GCP shareholders seeking changes in the composition of the Company's Board of Directors and nomination of candidates to stand for election at the 2019 and 2020 Annual Shareholders' Meetings, as well as other related matters.

(3)Gain on Brazil tax recoveries, net primarily consists of a $1.7 million pre-tax gain related to indirect tax recoveries, and $0.8 million of legal fees and other charges relating to indirect and income tax recoveries. Please refer to Note 8, "Income Taxes" and Note 11, "Commitments and Contingencies" for further information.

Disaggregation of Total Net Sales

The Company disaggregates its revenue from contracts with customers by operating segments, which it believes best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Geographic Area Data

The table below presents information related to the geographic areas in which GCP operates.

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Notes to Consolidated Financial Statements (unaudited) - Continued


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2019		2020		2019
Net Sales
United States	$	132.5	$	134.8	$	351.8	$	369.2
Canada and Other	8.7		9.1		20.9		24.0
Total North America	141.2		143.9		372.7		393.2
Europe Middle East Africa	47.4		50.7		126.3		149.4
Asia Pacific	47.4		56.8		127.4		166.4
Latin America	12.4		15.5		34.1		46.2
Total	$	248.4	$	266.9	$	660.5	$	755.2

Sales are attributed to geographic areas based on customer location. With the exception of the U.S. presented in the table above, there were no individually significant countries with sales exceeding 10% of total sales during the three and nine months ended September 30, 2020 and 2019. There were no customers that individually accounted for 10% or more of the Company's accounts receivable balance as of September 30, 2020 and December 31, 2019.

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Notes to Consolidated Financial Statements (unaudited) - Continued

19. Discontinued Operations

On July 3, 2017, the Company completed the sale of Darex to Henkel for $1.06 billion in cash (the “Disposition”). The agreement with Henkel governing the Disposition (the “Amended Purchase Agreement”) provides for a series of delayed closings in certain non-U.S. jurisdictions for which sale proceeds were received on the July 3, 2017 closing date. The delayed closings implement the legal transfer of the Darex business in the delayed closing jurisdictions in accordance with local law. In January 2020, the final remaining delayed closing in Venezuela was completed which did not result in a gain or a loss recognized during the nine months ended September 30, 2020. During the nine months ended September 30, 2019, the Company completed the delayed closing in Indonesia and recorded an after-tax gain on sale of $7.2 million. Up to the time of the delayed closings, the results of the operations of the Darex business within the delayed close countries are reported as “(Loss) income from discontinued operations, net of income taxes” in the accompanying unaudited Consolidated Statements of Operations, with the exception of operations in Venezuela which were deconsolidated during 2017.

As of December 31, 2019, an asset of $0.5 million related to operations in Venezuela and a liability of $0.5 million related to the deferred sale proceeds received on July 3, 2017 were recognized in "Non-current assets held for sale" and “Other current liabilities” in the Consolidated Balance Sheets. During the nine months ended September 30, 2020, GCP derecognized the entire asset and liability amounts due to completing the delayed closing in Venezuela and recognizing the related sale proceeds. As of September 30, 2020, there were no remaining assets held for sale and no remaining liabilities for the consideration received on July 3, 2017 related to the delayed closings in connection with the sale of Darex.

The following table includes a reconciliation of the gain on the sale of the Darex business related to delayed close entities recorded during the nine months ended September 30, 2019:


	Nine Months Ended September 30,
(In millions)		2019
Net proceeds included in gain		$	12.7
Net assets derecognized		(3.1)
Gain recognized before income taxes		9.6
Tax effect of gain recognized		(2.4)
Gain recognized after income taxes		$	7.2

In connection with the Disposition and related gain, as noted above, the Company recorded tax expense of $2.4 million within discontinued operations during the nine months ended September 30, 2019.

In connection with the Disposition, GCP and Henkel entered into a Master Tolling Agreement, whereby Henkel will operate certain equipment at facilities being sold in order to manufacture and prepare for shipping certain products related to product lines that the Company continues to own. The agreement expires in June 2024.

Under the Amended Purchase Agreement, GCP is required to indemnify Henkel for certain possible future tax liabilities. As of September 30, 2020 and December 31, 2019, GCP has recorded an indemnification payable of $1.0 million and $0.9 million, respectively, as a result of the Disposition.

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Notes to Consolidated Financial Statements (unaudited) - Continued

The following table sets forth the components of "(Loss) income from discontinued operations, net of income taxes" in the accompanying unaudited Consolidated Statements of Operations(1):


	Three Months Ended September 30		Nine Months Ended September 30,
(In millions)	2019		2020		2019
Net sales	$	—	$	—	$	—
Cost of goods sold	—		—		—
Gross profit	—		—		—
Selling, general and administrative expenses	0.2		0.2		1.1
Restructuring expenses and asset impairments	0.1		—		0.3
Gain on sale of business	—		—		(9.6)
Other expenses, net	0.1		0.2		0.1

(Loss) income from discontinued operations before income taxes	(0.4)		(0.4)		8.1
Provision for income taxes	—		—		(2.2)
(Loss) income from discontinued operations, net of income taxes	$	(0.4)	$	(0.4)	$	5.9

_____________________

(1) There was no material activity during the three months ended September 30, 2020.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We generally refer to the quarter ended September 30, 2020 as the "third quarter", the quarter ended September 30, 2019 as the "prior-year quarter", the quarter ended March 31, 2020 as the "first quarter", and the quarter ended June 30, 2020 as the "second quarter". Additionally, we generally refer to the nine months ended September 30, 2020 as the "nine months", and the nine months ended September 30, 2019 as the "prior-year period." See Analysis of Operations for a discussion of our non-GAAP performance measures.

Information Related to Forward-Looking Statements

This document contains, and our other public communications may contain, forward-looking statements, that is, information related to future, not historical events. Such statements generally include the words "believes," "plans," "intends," "targets," "will," "expects," "suggests," "anticipates," "outlook," "continues" or similar expressions. Forward-looking statements include, without limitation, statements about expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; strategic alternatives; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. Like other businesses, we are subject to risks and uncertainties that could cause our actual results to differ materially from our projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, risks related to: the cyclical and seasonal nature of the industries that GCP serves; foreign operations, especially in emerging regions; changes in currency exchange rates; business disruptions due to public health or safety emergencies, such as the novel strain of coronavirus ("COVID-19") pandemic; the cost and availability of raw materials and energy; the effectiveness of GCP’s research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting GCP’s outstanding liquidity and indebtedness, including debt covenants and interest rate exposure; developments affecting GCP’s funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; the handling of hazardous materials and the costs of compliance with environmental regulation, and those factors set forth in our most recent Annual Report on Form 10-K, this Quarterly Report on Form 10-Q and Current Reports on Form 8-K, which have been filed with the Securities and Exchange Commission ("SEC") and are available on the Internet at www.sec.gov. Our reported results should not be considered as an indication of our future performance. Readers are cautioned not to place undue reliance on our projections and forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly release any revisions to the projections and forward-looking statements contained in this document, or to update them to reflect events or circumstances occurring after the date of this document.

RESULTS OF OPERATIONS

Business Description Summary

We are engaged in the production and sale of specialty construction chemicals and specialty building materials through two global operating segments:

•Specialty Construction Chemicals. Our Specialty Construction Chemicals ("SCC") operating segment provides products, services and technologies, such as in-transit monitoring systems, that reduce the cost and improve the performance and quality of cement, concrete, mortar, masonry and other cementitious-based construction materials.

•Specialty Building Materials. Our Specialty Building Materials ("SBM") operating segment produces and sells sheet and liquid membrane systems and other products that protect both new and existing structures from water, air, and vapor penetration, as well as from fire damage. We also manufacture and sell specialized cementitious and chemical grouts used for soil consolidation and leak-sealing applications in addition to a moisture barrier system and installation tools for the flooring industry.

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We operate our business on a global scale. During the nine months, approximately 47% of our sales were generated outside of the U.S. We operate in over 30 countries and conduct business in over 30 currencies. We manage our operating segments on a global basis to serve global markets. Currency fluctuations affect our reported results of operations, cash flows, and financial position.

Impact of COVID-19 Pandemic

We have been closely monitoring the impact of COVID-19 and managing its effects on our business globally as the situation continues to evolve.

COVID-19 began emerging in the latter half of the first quarter resulting in temporary mandated closures of our manufacturing operations, primarily in China. During the first half of the year, the pandemic spread and intensified throughout the world resulting in mandated and voluntary closures of some of our manufacturing operations and administrative offices, which continued, to a lesser extent, during the third quarter. During this time, we focused on protecting the health, safety and well-being of our employees in accordance with guidelines issued by national and other health and safety authorities, while seeking to meet the needs of our global customers and suppliers. Responsive measures we adopted include working remotely when possible, establishing procedures for deep cleaning of facilities, restricting business travel, providing personal protective equipment, using appropriate social distancing practices, and restricting visitor access to facilities.

COVID-19 has negatively impacted our operating results during the first half of the year and, to a lesser extent during the third quarter, primarily due to periodic closures of our facilities in all regions in which we operate, and periodic mandatory halts of construction activity in specific cities and countries around the world by government authorities or voluntary closures due to safety concerns. Some of our customers have experienced similar disruptions as a result of the pandemic. During the third quarter, while construction activity levels remained below those that existed prior to COVID-19, we saw business conditions and construction market activity improve as global economies began to slowly reopen. As a result, our revenue volumes in the third quarter increased compared to the second quarter. The impact of COVID-19 on our business varied across different geographies and product lines during the third quarter. We have taken actions to preserve our liquidity by reducing discretionary spending and certain planned capital expenditures.

It is difficult for us to predict at this time the duration and extent of the impact of COVID-19 on the global construction industry and our business, financial position, results of operations, and liquidity although we expect that managing the impacts of the pandemic will be a part of our ongoing operations for the foreseeable future. Factors we are monitoring to assess the potential duration and extent of the impact of COVID-19 on our operations include the health of the global economy and construction industry, specifically on demand drivers for our construction products, as well as operational disruptions including those resulting from government actions, such as mandatory halts of construction activity, travel restrictions, as well as facility and work site closures. We will continue to prioritize the health and safety of our employees and serving our customers while minimizing disruption to the extent possible. We will also continue to monitor the health of the construction industry in the geographic markets in which we operate and respond accordingly.

The following is an overview of our financial performance for the third quarter and nine months compared with the prior-year periods.

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(In millions, except per share amounts)	Three Months Ended September 30,			Nine Months Ended September 30,
	2020	2019	% Change	2020	2019	% Change
Net sales	$248.4	$266.9	(6.9)%	$660.5	$755.2	(12.5)%
Cost of goods sold	147.0	161.8	(9.1)%	400.8	468.9	(14.5)%
Gross profit	101.4	105.1	(3.5)%	259.7	286.3	(9.3)%
Gross margin	40.8%	39.4%	1.4 pts	39.3%	37.9%	1.4 pts
Selling, general and administrative expenses	65.2	66.3	(1.7)%	199.0	206.7	(3.7)%
Research and development expenses	4.5	4.5	—%	13.1	13.8	(5.1)%
Interest expense and related financing costs	5.6	5.7	(1.8)%	16.3	17.3	(5.8)%
Repositioning expenses	0.1	4.4	(97.7)%	3.8	15.6	(75.6)%
Restructuring expenses and asset impairments	7.7	3.8	NM	11.2	8.8	27.3%
Gain on sale of corporate headquarters	(110.2)	—	(100.0)%	(110.2)	—	(100.0)%
Other income, net	(1.8)	(2.2)	(18.2)%	(6.7)	(5.7)	17.5%
Total costs and expenses	(28.9)	82.5	NM	126.5	256.5	(50.7)%
Income from continuing operations before income taxes	130.3	22.6	NM	133.2	29.8	NM
(Provision for) benefit from income taxes	(30.6)	(5.5)	NM	(33.2)	5.2	NM
Income from continuing operations	99.7	17.1	NM	100.0	35.0	NM
(Loss) income from discontinued operations, net of income taxes	(0.1)	(0.4)	(75.0)%	(0.4)	5.9	NM
Net income	99.6	16.7	NM	99.6	40.9	NM
Less: Net income attributable to noncontrolling interests	(0.2)	(0.1)	100.0%	(0.4)	(0.3)	33.3%
Net income attributable to GCP shareholders	$99.4	$16.6	NM	$99.2	$40.6	NM
Income from continuing operations attributable to GCP shareholders	$99.5	$17.0	NM	$99.6	$34.7	NM
Diluted EPS from continuing operations attributable to GCP shareholders	$1.36	$0.23	NM	$1.36	$0.48	NM
Net sales:
Specialty Construction Chemicals	$138.3	$151.8	(8.9)%	$379.6	$433.9	(12.5)%
Specialty Building Materials	110.1	115.1	(4.3)%	280.9	321.3	(12.6)%
Total GCP net sales	$248.4	$266.9	(6.9)%	$660.5	$755.2	(12.5)%
Net sales by region:
North America	$141.2	$143.9	(1.9)%	$372.7	$393.2	(5.2)%
Europe Middle East Africa (EMEA)	47.4	50.7	(6.5)%	126.3	149.4	(15.5)%
Asia Pacific	47.4	56.8	(16.5)%	127.4	166.4	(23.4)%
Latin America	12.4	15.5	(20.0)%	34.1	46.2	(26.2)%
Total net sales by region	$248.4	$266.9	(6.9)%	$660.5	$755.2	(12.5)%

Third Quarter Performance Summary

Following is a summary of our financial performance for the third quarter compared with the prior-year quarter.

•Net sales decreased 6.9% to $248.4 million.

•Gross profit decreased 3.5% to $101.4 million; gross margin increased approximately 140 basis points to 40.8%.

•Selling, general, and administrative expenses decreased 1.7% to $65.2 million.

•Income from continuing operations attributable to GCP shareholders was $99.5 million, or $1.36 per diluted share, compared to $17.0 million, or $0.23 per diluted share, for the prior-year quarter. The increase of $82.5 million was primarily attributable to a gain on sale of corporate headquarters.

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GCP Overview

Net Sales and Gross Margin

The following table identifies the period-over-period increase or decrease in sales attributable to changes in volume and/or mix, product price, and the impact of currency translation for the period.


	Three Months Ended September 30, 2020 as a Percentage Increase (Decrease) from September 30, 2019
Net Sales Variance Analysis	Volume		Price		Currency Translation		Total Change
Specialty Construction Chemicals	(7.2)	%	(0.1)	%	(1.6)	%	(8.9)	%
Specialty Building Materials	(4.1)	%	(0.8)	%	0.6	%	(4.3)	%
Net sales	(5.9)	%	(0.4)	%	(0.6)	%	(6.9)	%
By Region:
North America	(0.7)	%	(1.1)	%	(0.1)	%	(1.9)	%
Europe Middle East Africa	(9.3)	%	(0.3)	%	3.1	%	(6.5)	%
Asia Pacific	(16.0)	%	(0.6)	%	0.1	%	(16.5)	%
Latin America	(5.2)	%	5.7	%	(20.5)	%	(20.0)	%

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	Nine Months Ended September 30, 2020 as a Percentage Increase (Decrease) from September 30, 2019
Net Sales Variance Analysis	Volume		Price		Currency Translation		Total Change
Specialty Construction Chemicals	(10.8)	%	0.2	%	(1.9)	%	(12.5)	%
Specialty Building Materials	(12.0)	%	(0.3)	%	(0.3)	%	(12.6)	%
Net sales	(11.4)	%	—	%	(1.1)	%	(12.5)	%
By Region:
North America	(4.5)	%	(0.7)	%	—	%	(5.2)	%
Europe Middle East Africa	(15.6)	%	0.2	%	(0.1)	%	(15.5)	%
Asia Pacific	(22.1)	%	(0.3)	%	(1.0)	%	(23.4)	%
Latin America	(17.6)	%	6.1	%	(14.7)	%	(26.2)	%

Net sales of $248.4 million for the third quarter decreased $18.5 million, or 6.9%, from the prior-year quarter primarily due to lower sales volumes. Sales volumes in SCC and SBM were lower in all regions, primarily due to lower overall demand for products in certain countries and construction segments impacted by COVID-19 and its impact on the global economy.

Gross profit of $101.4 million for the third quarter decreased $3.7 million, or 3.5%, from the prior-year quarter primarily due to lower sales volumes in SCC and SBM. Gross margin increased 140 basis points to 40.8% primarily due to lower logistic costs and improved operational productivity which more than offset the unfavorable impact of lower volumes.

Net sales of $660.5 million for the nine months decreased $94.7 million, or 12.5%, compared with the prior-year period primarily due to lower sales volumes in SCC and SBM and the unfavorable impact of foreign currency translation. Sales volumes decreased within SCC and SBM in all regions resulting primarily from lower construction activity in certain countries and construction segments due to COVID-19 and its impact on the global economy.

Gross profit of $259.7 million for the nine months decreased $26.6 million, or 9.3%, compared with the prior-year period, primarily due to lower sales volumes in SCC and SBM. Gross margin increased 140 basis points to 39.3% primarily due to lower raw material and logistics costs and improved operational productivity which more than offset the unfavorable impact of lower volumes. The unfavorable impact of lower volumes resulted from the lower absorption of fixed manufacturing costs and idle direct labor incurred during temporary closure of our manufacturing facilities in certain countries.

Selling, General, and Administration Expenses

Selling, general and administrative costs of $65.2 million decreased $1.1 million, or 1.7%, for the third quarter compared to the prior-year quarter primarily due to reduced discretionary spending, benefits from our productivity initiatives and lower employee-related costs resulting from restructuring programs. These favorable impacts of $5.4 million were partially offset by increased expenses of $4.3 million related to shareholder activism and other related costs and our growth initiatives. We incurred shareholder activism and other related costs of $2.1 million and $0.1 million, respectively, during the third quarter and prior-year quarter in connection with the actions by certain of our shareholders seeking changes in the composition of our Board of Directors and nomination of candidates to stand for election at the 2019 and 2020 Annual Shareholders' Meetings, as well as other related matters.

Selling, general and administrative costs of $199.0 million decreased $7.7 million, or 3.7%, for the nine months compared to the prior-year period primarily due to reduced discretionary spending, lower employee-related costs resulting from restructuring programs, benefits from our productivity initiatives, and lower pension costs. These favorable impacts of $18.4 million were partially offset by increased expenses of $10.7 million related to shareholder activism and other related costs and our growth initiatives. We incurred shareholder activism and other related costs of $9.5 million and $3.7 million, respectively, during the nine months and prior-year period.

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Restructuring and Repositioning Expenses

2019 Restructuring and Repositioning Plan (the “2019 Plan”)

On February 22, 2019, our Board of Directors (the "Board") approved a business restructuring and repositioning plan (the “2019 Plan”). The 2019 Plan is focused on our global supply chain strategy, processes and execution, including our manufacturing, purchasing, logistics, and warehousing operations. The plan also addresses our service delivery model, primarily in North America, to streamline the Company’s pursuit of combined admixture and VERIFI® opportunities.

We reduced our previously estimated total costs of the 2019 Plan by $2 million to $3 million to approximately $14 million. Additionally, we reduced our estimated annualized pre-tax cost savings from $22 to $28 million by the end of 2021 to $20 million by the end of 2020. As of September 30, 2020, we have achieved annualized pre-tax cost savings of approximately $14.5 million through a reduction in cost of goods sold as a result of supply chain, warehouse operations, and logistical enhancements that benefited both the SCC and SBM operating segments. Substantially all of the activities under the 2019 Plan are expected to be completed by December 31, 2020.

2019 Phase 2 Restructuring and Repositioning Plan (the “2019 Phase 2 Plan")

We expect to realize total annualized pre-tax cost savings associated with the 2019 Phase 2 Plan of approximately $30 million to $35 million by the end of 2021, which are expected to benefit SCC, SBM and Corporate. During the third quarter, we achieved total pre-tax cost savings of approximately $2.9 million, or approximately $11.6 million on an annualized basis, through a reduction in general and administrative expenses. With the exception of asset impairments, substantially all of the restructuring and repositioning activities are expected to be settled in cash and the program is expected to be completed by December 31, 2021.

For further information on our restructuring expenses, please refer to Note 13, "Restructuring and Repositioning Expenses, Asset Impairments" in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Financial Statements" on this Quarterly Report on Form 10-Q, and Note 14, "Restructuring and Repositioning Expenses, Asset Impairments" to the Company's Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K.

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Pension Expense

Defined benefit expense includes costs relating to U.S. and non-U.S. defined benefit pension and other postretirement benefit (the "OPEB") plans that provide benefits for retirees and former employees of divested businesses where we retained these obligations.

"Certain pension costs" represent ongoing costs recognized quarterly, including service and interest costs, expected return on plan assets and amortization of prior service costs/credits. Certain pension costs during the third quarter and nine months were $1.3 million and $3.9 million, respectively, compared with $2.0 million and $5.9 million, respectively, for the corresponding prior-year periods. The decreases were primarily due to lower interest cost for the U.S plans resulting from lower discount rates and the amendment of the GCP Applied Technologies Inc. UK Retirement Plan to freeze plan benefit accruals effective December 31, 2019. We did not incur any "pension market-to-market adjustment and other related costs" in the third quarter and nine months or the corresponding prior-year periods.

We sponsor a defined contribution retirement plan for our employees in the U.S., which is a qualified plan under section 401(k) of the U.S. tax code. Costs related to this plan totaled $1.3 million and $3.5 million, respectively, for the third quarter and nine months and $1.1 million and $3.5 million, respectively, for the corresponding prior-year periods.

Other Income, Net

Other income, net consists primarily of interest income, foreign currency exchange gains (losses), defined benefit pension expenses exclusive of service costs, income from our Transition Services Agreement related to the sale of Darex, and other items.

Other income, net was $1.8 million and $2.2 million, respectively, during the third quarter and the prior-year quarter. The decrease of $0.4 million was primarily due to lower interest income, partially offset by foreign currency exchange gains compared to foreign currency exchange losses in the prior-year quarter. Additionally, we recognized a gain related to indirect tax recovery in Brazil during the prior-year quarter.

Other income, net was $6.7 million and $5.7 million, respectively, during the nine months and the prior-year period. The increase of $1.0 million was primarily due to foreign currency exchange gains compared to foreign currency exchange losses in the prior-year quarter. The impact of these items was partially offset by lower interest income and a gain related to indirect tax recovery in Brazil recognized during the prior-year period.

Income Taxes

Income taxes attributable to continuing operations during the third quarter and the prior-year quarter was income tax expense of $30.6 million and $5.5 million, respectively, representing effective tax rates of 23.5% and 24.3%, respectively. The difference between the U.S. federal income tax rate of 21.0% and our overall income tax rate for the for the third quarter was primarily due to state income tax expense from the sale of the Cambridge site of $5.1 million, tax expenses for non-deductible expenses and the effect of tax rates in foreign jurisdictions of $3.7 million, partially offset by tax benefits related to the 2017 Tax Act final regulations and the CARES Act of $5.8 million. The difference between the U.S. federal income tax rate of 21.0% and our overall income tax rate during the prior-year quarter was primarily due to $3.0 million of tax benefit related to Brazilian income tax refunds, partially offset by tax expense on non-deductible expenses and the effect of tax rates in foreign jurisdictions.

Income tax attributable to continuing operations during the nine months and the prior-year period was an income tax expense of $33.2 million and an income tax benefit of $5.2 million, respectively, representing effective tax rates of 24.9% and17.4%, respectively. The difference between the U.S. federal income tax rate of 21.0% and our overall income tax rate for the nine months was primarily due to state income tax expense from the sale of the Cambridge site of $5.1 million, tax expenses for non-deductible expenses and the effect of tax rates in foreign jurisdictions of $4.2 million, partially offset by tax benefits related to the 2017 Tax Act final regulations and the CARES Act of $6.3 million. The difference between the U.S. federal income tax rate of 21.0% and our overall income tax rate for the prior-year period was primarily attributable to the finalization of the Transition Tax regulations issued in January 2019 resulting in a tax benefit from the release of unrecognized tax benefits in the amount of $20.2 million, a $3.0 benefit due to Brazilian income tax refunds, partially offset by a tax expense of $3.6 million resulting from changes to our 2017 income tax liability and Transition Tax.

In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when tax efficient.

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Income from Continuing Operations Attributable to GCP Shareholders

Income from continuing operations attributable to GCP shareholders was $99.5 million for the third quarter compared to $17.0 million for the prior-year quarter. The increase was primarily attributable to a gain on sale of corporate headquarters, partially offset by higher income tax expense resulting primarily from the sale. For further information on the sale of the corporate headquarters, please refer to Note 10, "Other Balance Sheet Information" in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Financial Statements" on this Quarterly Report on Form 10-Q.

Income from continuing operations attributable to GCP shareholders was $99.6 million for the nine months compared to $34.7 million for the prior-year period. The increase was primarily attributable to a gain on sale of corporate headquarters, reduced restructuring and repositioning costs, as well as lower selling, general and administrative expenses, partially offset by higher income tax expense resulting primarily from the sale of the corporate headquarters and lower gross profit.

On July 3, 2017, we completed the sale of our Darex business to Henkel AG & Co. KGaA ("Henkel"). The results of operations of the Darex segment are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. Unless otherwise noted, the discussion and analysis pertains only to our continuing operations.

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Operating Segment Overview

The following is an overview of the financial performance of the SCC and SBM operating segments for the third quarter and nine months compared with the prior-year periods. For further information on our accounting policies related to allocating certain functional and corporate costs and measuring segment operating income, please refer to Note 18, “Operating Segment and Geographic Information” in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Financial Statements" on this Quarterly Report on Form 10-Q. Refer to the table in the “Analysis of Operations” section below for the related segment financial performance information.

Segment operating margin is defined as segment operating income divided by segment net sales. It represents an operating performance measure related to ongoing earnings and trends in our operating segments that are engaged in revenue generation and other core business activities. We use this metric to allocate resources between the segments and assess our strategic and operating decisions related to core operations of our business.

Specialty Construction Chemicals (SCC)

Net Sales and Gross Margin

Net sales were $138.3 million for the third quarter, a decrease of $13.5 million, or 8.9%, compared with the prior-year quarter. The decrease was primarily due to lower sales volumes in all regions and the unfavorable impact of foreign currency translation.

Sales volumes decreased 7.2% in the third quarter compared with the prior-year quarter resulting primarily from lower construction and manufacturing activity. Concrete and Cement volumes decreased 6.0% and 10.5%, respectively.

Gross profit was $55.1 million for the third quarter, a decrease of $1.7 million, or 3.0%, compared with the prior-year quarter, primarily due to lower sales volumes. Gross margin increased 240 basis points to 39.8% compared with the prior-year quarter primarily due to lower cost resulting from improved operational and logistics productivity which more than offset the unfavorable impact of lower volumes resulting in reduced operating leverage.

Net sales were $379.6 million for the nine months, a decrease of $54.3 million, or 12.5%, compared with the prior-year period. The decrease was primarily due to lower sales volumes in all regions, lower pricing in North America and Asia Pacific, as well as the unfavorable impact of foreign currency translation.

Sales volumes decreased 10.8% for the nine months compared with the prior-year period due to lower construction and manufacturing activity resulting from COVID-19 and its impact on the global economy. Concrete and Cement volumes decreased 10.2% and 12.8%, respectively, for the nine months compared with the prior-year period.

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Gross profit was $147.5 million for the nine months, a decrease of $7.2 million, or 4.7%, compared with the prior-year period, primarily due to lower sales volumes. Gross margin increased 320 basis points to 38.9% compared with the prior-year period primarily due to raw materials deflation, improved operational and logistics productivity, as well as favorable regional sales mix, which more than offset the unfavorable impact of lower volumes negatively impacting operating leverage.

Segment Operating Income and Operating Margin

Segment operating income of $18.6 million for the third quarter decreased $1.2 million, or 6.1%, compared with the prior-year quarter primarily due to lower gross profit, partially offset by lower operating expenses due to reduced discretionary spending. Operating expense reductions were partially offset by higher depreciation and amortization costs and increased expenses related to our growth initiatives. Segment operating margin of 13.4% increased 40 basis points compared with the prior-year quarter primarily due to higher gross margin.

Segment operating income of $36.4 million for the nine months decreased $5.5 million, or 13.1%, compared with the prior-year period primarily due to lower gross profit, partially offset by lower operating expenses due to reduced discretionary spending. Operating expense reductions were partially offset by higher depreciation and amortization costs and increased expenses related to our growth initiatives. Segment operating margin of 9.6% was consistent with the prior-year period as higher gross margin was partially offset by lower sales volumes negatively impacting operating leverage.

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Specialty Building Materials (SBM)

Net Sales and Gross Margin

Net sales were $110.1 million for the third quarter, a decrease of $5.0 million, or 4.3%, compared with the prior-year quarter primarily due to lower sales volumes in EMEA and Asia Pacific and lower pricing in North America. The decreases were partially offset by higher sales volumes in North America and the favorable impact of foreign currency translation. Building Envelope and Specialty Construction Products volumes declined 12.6% and 2.9%, respectively, in the third quarter compared with the prior-year quarter primarily due to lower construction activity. Residential volumes increased 18.9% driven by the strong demand in North America for roofing materials.

Gross profit was $46.6 million for the third quarter, a decrease of $2.0 million, or 4.1%, primarily due to lower sales volumes. Gross margin increased 10 basis points to 42.3% from the prior-year quarter primarily due to improved logistics productivity, partially offset by lower pricing.

Net sales were $280.9 million for the nine months, a decrease of $40.4 million, or 12.6%, compared with the prior-year period primarily due to lower sales volumes in all regions.

Sales volumes decreased 12.0% in the nine months compared with the prior-year period due to lower construction and manufacturing activity in all regions resulting primarily from COVID-19 and its impact on the global economy. Building Envelope, Specialty Construction Products and Residential volumes declined 17.6%, 5.6% and 3.2%, respectively, for the nine months compared with the prior-year period.

Gross profit was $113.4 million for the nine months, a decrease of $19.4 million, or 14.6%, primarily due to lower sales volumes. Gross margin decreased 90 basis points to 40.4% from the prior-year period primarily due to the unfavorable impact of lower volumes resulting in reduced operating leverage.

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Segment Operating Income and Operating Margin

Segment operating income of $25.4 million for the third quarter decreased by $0.5 million, or 1.9%, compared with the prior-year quarter primarily due to lower gross profit and increased expenses related to our growth initiatives in certain product lines, partially offset by lower operating expenses due to reduced discretionary spending and lower employee-related costs resulting from restructuring programs. Segment operating margin increased 60 basis points to 23.1% primarily due to lower operating expenses, partially offset by the unfavorable impact of lower sales volumes resulting in reduced operating leverage.

Segment operating income of $50.1 million for the nine months decreased by $14.0 million, or 21.8%, compared with the prior-year period primarily due to lower gross profit, partially offset by lower operating expenses due to reduced discretionary spending and lower employee-related costs resulting from restructuring programs. Segment operating margin decreased 220 basis points to 17.8% primarily due to lower sales volumes negatively impacting operating leverage and lower gross margin, partially offset by lower operating expenses.

Analysis of Operations

We have set forth in the table below our key operating statistics with percentage changes for the third quarter compared to the corresponding prior-year quarter. In the Analysis of Operations (the "table"), we present financial information in accordance with U.S. GAAP, as well as certain non-GAAP financial measures, which we describe below in further detail.

We believe that the non-GAAP financial information supplements our discussions about the performance of our businesses, improves quarter-to-quarter and year-over-year comparability, and provides insight into the information that our management uses to evaluate the performance of our businesses. Our management uses non-GAAP measures in financial and operational decision-making processes, for internal reporting, and as part of forecasting and budgeting processes since these measures provide additional transparency into our core operations.

In the table, we have provided reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. These non-GAAP financial measures should not be considered substitutes for financial measures calculated in accordance with U.S. GAAP, and the financial results that we calculate and present in the table in accordance with U.S. GAAP, as well as the corresponding reconciliations from those results, should be carefully evaluated as part of this Quarterly Report on Form 10-Q.

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The following are the non-GAAP financial measures presented in the table:

•Adjusted EBIT (a non-GAAP financial measure)- is defined as net income (loss) from continuing operations attributable to GCP shareholders adjusted for: (i) gains and losses on sales of businesses, product lines and certain other investments; (ii) currency and other financial losses in Venezuela; (iii) costs related to legacy product, environmental and other claims; (iv) restructuring and repositioning expenses, and asset impairments; (v) defined benefit plan costs other than service and interest costs, expected returns on plan assets and amortization of prior service costs/credits; (vi) third-party and other acquisition-related costs; (vii) other financing costs associated with the modification or extinguishment of debt; (viii) amortization of acquired inventory fair value adjustments; (ix) tax indemnification adjustments; (x) interest income, interest expense and related financing costs; (xi) income taxes; (xii) shareholder activism and other related costs; (xiii) gain on sale of corporate headquarters, net of related costs; and (xiv) certain other items that are not representative of underlying trends. Adjusted EBIT Margin is defined as Adjusted EBIT divided by net sales. We use Adjusted EBIT to assess and measure our operating performance and determine performance-based employee compensation. We use Adjusted EBIT as a performance measure because it provides improved quarter-to-quarter and year-over-year comparability for decision-making and compensation purposes and allows management to measure the ongoing earnings results of our strategic and operating decisions.

•Adjusted EBITDA (a non-GAAP financial measure)- is defined as Adjusted EBIT adjusted for depreciation and amortization. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales. We use Adjusted EBITDA as a performance measure in making significant business decisions.

•Adjusted Earnings Per Share (a non-GAAP financial measure)- is defined as earnings per share ("EPS") from continuing operations on a diluted basis adjusted for: (i) gains and losses on sales of businesses, product lines and certain other investments; (ii) currency and other financial losses in Venezuela; (iii) costs related to legacy product, environmental and other claims; (iv) restructuring and repositioning expenses and asset impairments; (v) defined benefit plan costs other than service and interest costs, expected returns on plan assets and amortization of prior service costs/credits; (vi) third-party and other acquisition-related costs; (vii) other financing costs associated with the modification or extinguishment of debt; (viii) amortization of acquired inventory fair value adjustments; (ix) tax indemnification adjustments; (x) shareholder activism and other related costs; (xi) certain discrete tax items; (xii) gain on sale of corporate headquarters, net of related costs; and (xiii) certain other items that are not representative of underlying trends. We use Adjusted EPS as a performance measure to review our diluted earnings per share results on a consistent basis and in determining certain performance-based employee compensation.

•Adjusted Gross Profit (a non-GAAP financial measure)- is defined as gross profit adjusted for: (i) corporate and pension-related costs included in cost of goods sold; (ii) loss in Venezuela included in cost of goods sold; (iii) amortization of acquired inventory fair value adjustment; and (iv) certain other items that are not representative of underlying trends. Adjusted Gross Margin means Adjusted Gross Profit divided by net sales. We use this performance measure to understand trends and changes and to make business decisions regarding core operations.

Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS, Adjusted Gross Profit and Adjusted Gross Margin do not purport to represent income measures as defined in accordance with U.S. GAAP. These measures are provided to investors and others to improve the quarter-to-quarter, year-to-year, and peer-to-peer comparability of our financial results and to ensure that investors understand the information we use to evaluate the performance of our businesses.

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Adjusted EBIT has material limitations as an operating performance measure because it excludes costs related to income and expenses from restructuring and repositioning activities which historically has been a material component of our net income (loss) from continuing operations attributable to GCP shareholders. Adjusted EBITDA also has material limitations as an operating performance measure because it excludes the impact of depreciation and amortization expense. Our business is substantially dependent on the successful deployment of capital, and depreciation and amortization expense is a necessary element of our costs. We compensate for the limitations of these measurements by using these indicators together with net income (loss) measured in accordance with GAAP to present a complete analysis of our results of operations. Adjusted EBIT and Adjusted EBITDA should be evaluated together with net income (loss) from continuing operations attributable to GCP shareholders measured in accordance with GAAP for a complete understanding of our results of operations.

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We have provided in the following tables a reconciliation of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.


Analysis of Operations (In millions, except per share amounts)	Three Months Ended September 30,								Nine Months Ended September 30,
	2020			2019			% Change		2020			2019			% Change
Net sales:
Specialty Construction Chemicals	$	138.3		$	151.8		(8.9)	%	$	379.6		$	433.9		(12.5)	%
Specialty Building Materials	110.1			115.1			(4.3)	%	280.9			321.3			(12.6)	%
Total GCP net sales	$	248.4		$	266.9		(6.9)	%	$	660.5		$	755.2		(12.5)	%
Net sales by region:
North America	$	141.2		$	143.9		(1.9)	%	$	372.7		$	393.2		(5.2)	%
Europe Middle East Africa (EMEA)	47.4			50.7			(6.5)	%	126.3			149.4			(15.5)	%
Asia Pacific	47.4			56.8			(16.5)	%	127.4			166.4			(23.4)	%
Latin America	12.4			15.5			(20.0)	%	34.1			46.2			(26.2)	%
Total net sales by region	$	248.4		$	266.9		(6.9)	%	$	660.5		$	755.2		(12.5)	%

Profitability performance measures:
Adjusted EBIT (A):
Specialty Construction Chemicals segment operating income	$	18.6		$	19.8		(6.1)	%	$	36.4		$	41.9		(13.1)	%
Specialty Building Materials segment operating income	25.4			25.9			(1.9)	%	50.1			64.1			(21.8)	%
Corporate costs (B)	(7.6)			(8.9)			(14.6)	%	(19.7)			(28.2)			(30.1)	%
Certain pension costs (C)	(1.3)			(2.0)			(35.0)	%	(3.9)			(5.9)			(33.9)	%
Adjusted EBIT (non-GAAP)	$	35.1		$	34.8		0.9	%	$	62.9		$	71.9		(12.5)	%
Legacy product, environmental and other claims	—			—			—	%	—			(0.1)			100.0	%
Repositioning expenses	(0.1)			(4.4)			(97.7)	%	(3.8)			(15.6)			(75.6)	%
Restructuring expenses and asset impairments	(7.7)			(3.8)			NM		(11.2)			(8.8)			27.3	%
Gain on Brazil tax recoveries, net (E)	—			0.9			(100.0)	%	—			0.9			(100.0)	%
Shareholder activism and other related costs (D)	(2.1)			(0.1)			NM		(9.5)			(3.7)			NM

Gain on sale of corporate headquarters	110.2			—			100.0	%	110.2			—			100.0	%
Third-party and other acquisition-related costs	—			—			—	%	(0.7)			(0.1)			NM
Interest expense, net	(5.3)			(4.9)			8.2	%	(15.1)			(15.0)			0.7	%
Income tax (provision) benefit	(30.6)			(5.5)			NM		(33.2)			5.2			NM
Income from continuing operations attributable to GCP shareholders	$	99.5		$	17.0		NM		$	99.6		$	34.7		NM
Income from continuing operations attributable to GCP shareholders as a percentage of net sales	40.1		%	6.4		%	33.7 pts		15.1		%	4.6		%	10.5 pts
Diluted EPS from continuing operations (GAAP)	$	1.36		$	0.23		NM		$	1.36		$	0.48		NM
Adjusted EPS (non-GAAP)	$	0.30		$	0.28		7.1	%	$	0.48		$	0.54		(11.1)	%

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Analysis of Operations (In millions)	Three Months Ended September 30,								Nine Months Ended September 30,
	2020			2019			% Change		2020			2019			% Change

Gross Profit:
Specialty Construction Chemicals	$	55.1		$	56.8		(3.0)	%	$	147.5		$	154.7		(4.7)	%
Specialty Building Materials	46.6			48.6			(4.1)	%	113.4			132.8			(14.6)	%
Adjusted Gross Profit (non-GAAP)	101.7			105.4			(3.5)	%	260.9			287.5			(9.3)	%
Corporate costs and pension costs in cost of goods sold (C)	(0.3)			(0.3)			—	%	(1.2)			(1.2)			—	%
Total GCP Gross Profit (GAAP)	$	101.4		$	105.1		(3.5)	%	$	259.7		$	286.3		(9.3)	%
Gross Margin:
Specialty Construction Chemicals	39.8		%	37.4		%	2.4 pts		38.9		%	35.7		%	3.2 pts
Specialty Building Materials	42.3		%	42.2		%	0.1 pts		40.4		%	41.3		%	(0.9) pts
Adjusted Gross Margin (non-GAAP)	40.9		%	39.5		%	1.4 pts		39.5		%	38.1		%	1.4 pts
Corporate costs and pension costs in cost of goods sold	(0.1)		%	(0.1)		%	— pts		(0.2)		%	(0.2)		%	— pts
Total GCP Gross Margin (GAAP)	40.8		%	39.4		%	1.4 pts		39.3		%	37.9		%	1.4 pts
Adjusted EBIT (A)(B)(C):
Specialty Construction Chemicals segment operating income	$	18.6		$	19.8		(6.1)	%	$	36.4		$	41.9		(13.1)	%
Specialty Building Materials segment operating income	25.4			25.9			(1.9)	%	50.1			64.1			(21.8)	%
Corporate and certain pension costs	(8.9)			(10.9)			(18.3)	%	(23.6)			(34.1)			(30.8)	%
Total GCP Adjusted EBIT (non-GAAP)	$	35.1		$	34.8		0.9	%	$	62.9		$	71.9		(12.5)	%
Depreciation and amortization:
Specialty Construction Chemicals	$	7.0		$	5.9		18.6	%	$	20.2		$	17.5		15.4	%
Specialty Building Materials	3.8			3.6			5.6	%	11.0			11.2			(1.8)	%
Corporate	1.1			1.0			10.0	%	3.4			2.9			17.2	%
Total GCP depreciation and amortization	$	11.9		$	10.5		13.3	%	$	34.6		$	31.6		9.5	%
Adjusted EBITDA:
Specialty Construction Chemicals	$	25.6		$	25.7		(0.4)	%	$	56.6		$	59.4		(4.7)	%
Specialty Building Materials	29.2			29.5			(1.0)	%	61.1			75.3			(18.9)	%
Corporate and certain pension costs	(7.8)			(9.9)			(21.2)	%	(20.2)			(31.2)			(35.3)	%
Total GCP Adjusted EBITDA (non-GAAP)	$	47.0		$	45.3		3.8	%	$	97.5		$	103.5		(5.8)	%
Adjusted EBIT Margin:
Specialty Construction Chemicals	13.4		%	13.0		%	0.4 pts		9.6		%	9.7		%	(0.1) pts
Specialty Building Materials	23.1		%	22.5		%	0.6 pts		17.8		%	20.0		%	(2.2) pts
Total GCP Adjusted EBIT Margin (non-GAAP)	14.1		%	13.0		%	1.1 pts		9.5		%	9.5		%	— pts
Adjusted EBITDA Margin:
Specialty Construction Chemicals	18.5		%	16.9		%	1.6 pts		14.9		%	13.7		%	1.2 pts
Specialty Building Materials	26.5		%	25.6		%	0.9 pts		21.8		%	23.4		%	(1.6) pts
Total GCP Adjusted EBITDA Margin (non-GAAP)	18.9		%	17.0		%	1.9 pts		14.8		%	13.7		%	1.1 pts

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(A)Our segment operating income includes only our share of income of consolidated joint ventures.

(B)Management allocates certain corporate costs to each operating segment to the extent such costs are directly attributable to the segments.

(C)Certain pension costs include only ongoing costs, recognized quarterly, which include service and interest costs, expected returns on plan assets and amortization of prior service costs/credits. “Corporate costs and pension costs in cost of goods sold" represent service costs related to our manufacturing employees. Corporate costs do not include any amounts for pension expense. Other pension-related costs, including annual mark-to-market adjustments, gains or losses from curtailments and terminations, as well as other related costs, are excluded from Adjusted EBIT. These amounts are not used by management to evaluate the performance of our businesses and significantly affect the peer-to-peer and period-to-period comparability of our financial results. Mark-to-market adjustments and other related costs are primarily attributable to changes in financial market values and actuarial assumptions and are not directly related to the operation of our businesses.

(D)Shareholder activism and other related costs consist primarily of professional fees incurred in connection with the actions by certain of our shareholders seeking changes in the composition of our Board of Directors and nomination of candidates to stand for election at the 2019 and 2020 Annual Shareholders' Meetings, as well as other related matters. For further information, please refer to Note 17, "Related Party Transactions and Transactions with Grace" in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Financial Statements" on this Quarterly Report on Form 10-Q.

(E)Gain on Brazil tax recoveries, net primarily consists of a $1.7 million pre-tax gain related to indirect tax recoveries, and $0.8 million of legal fees and other charges relating to indirect and income tax recoveries.

*Consists of current and non-current components.

NM•Not meaningful.

Corporate Costs

Corporate costs include certain functional support costs, the impacts of foreign exchange, certain performance-based employee incentive compensation, public company costs, and other costs that are not allocated or directly attributable to our operating segments.

Corporate costs were $7.6 million for the third quarter, a decrease of $1.3 million, or 14.6%, compared with the prior-year quarter. The decrease was primarily related to cost savings attributable to our restructuring programs and organization realignment resulting in certain direct costs being allocated directly to operating segments, favorable impact related to foreign currency exchange gains compared to losses in the prior-year quarter, and lower executive and stock-based compensation.

Corporate costs were $19.7 million for the nine months, a decrease of $8.5 million, or 30.1%, compared with the prior-year period. The decrease was primarily due to lower executive and stock-based compensation, lower costs resulting from our restructuring programs and organization realignment resulting in certain direct costs being allocated directly to operating segments, and favorable impact related to foreign currency exchange gains compared to losses in the prior-year period.

Adjusted EBIT

Adjusted EBIT was $35.1 million for the third quarter, an increase of 0.9% compared with the prior-year quarter primarily due to lower corporate costs, partially offset by lower SCC and SBM operating income.

Adjusted EBIT margin was 14.1% for the third quarter, an increase of 110 basis points, primarily due to higher gross margin, partially offset by lower sales volumes negatively impacting operating leverage.

Adjusted EBIT was $62.9 million for the nine months, a decrease of 12.5% compared with the prior-year period primarily due to lower SCC and SBM operating income, partially offset by lower corporate costs.

Adjusted EBIT margin was 9.5% for the nine months, consistent with the prior-year period, primarily due to higher gross margin, partially offset by lower sales volumes negatively impacting operating leverage.

Adjusted EBITDA

Adjusted EBITDA was $47.0 million for the third quarter, an increase of 3.8% compared with the prior-year quarter, primarily due to lower corporate costs and improved SCC operating income after adjusting for depreciation and amortization. Adjusted EBITDA Margin was 18.9% for the third quarter, an increase of 190 basis points compared to the prior-year quarter, primarily due to higher gross margin, partially offset by lower sales volumes negatively impacting operating leverage.

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Adjusted EBITDA was $97.5 million for the nine months, a decrease of 5.8% compared with the prior-year period, primarily due to lower segment operating income, partially offset by lower corporate costs. Adjusted EBITDA Margin was 14.8% for the nine months, an increase of 110 basis points compared to the prior-year period, primarily due to higher gross margin, partially offset by lower sales volumes impacting operating leverage.

Adjusted EPS

Adjusted EPS was $0.30 per diluted share in the third quarter compared to $0.28 in the prior-year quarter. Adjusted EPS was $0.48 per diluted share in the nine months compared to $0.54 in the prior-year period.

The following table reconciles Diluted EPS (GAAP) to Adjusted EPS (non-GAAP):


	Three Months Ended September 30,
	2020								2019
(In millions, except per share amounts)	Pre- Tax		Tax Effect		After- Tax		Per Share		Pre- Tax		Tax Effect		After- Tax		Per Share
Diluted EPS from continuing operations (GAAP)							$	1.36							$	0.23
Repositioning expenses	$	0.1	$	—	$	0.1	—		$	4.4	$	1.1	$	3.3	0.05
Restructuring expenses and asset impairments	7.7		1.9		5.8		0.08		3.8		0.8		3.0		0.04
Shareholder activism and other related costs	2.1		0.5		1.6		0.02		0.1		—		0.1		—

Gain on sale of corporate headquarters	(110.2)		(27.7)		(82.5)		(1.13)		—		—		—		—
Gain on Brazil tax recoveries, net	—		—		—		—		(0.9)		(0.4)		(0.5)		(0.01)
Discrete tax items, including adjustments to uncertain tax positions	—		1.9		(1.9)		(0.03)		—		2.2		(2.2)		(0.03)
Adjusted EPS (non-GAAP)							$	0.30							$	0.28


	Nine Months Ended September 30,
	2020								2019
(In millions, except per share amounts)	Pre- Tax		Tax Effect		After- Tax		Per Share		Pre- Tax		Tax Effect		After- Tax		Per Share
Diluted EPS from continuing operations (GAAP)							$	1.36							$	0.48
Repositioning expenses	$	3.8	$	1.0	$	2.8	0.04		$	15.6	$	3.9	$	11.7	0.16
Restructuring expenses and asset impairments	11.2		2.8		8.4		0.11		8.8		1.0		7.8		0.11

Third-party and other acquisition-related costs	0.7		0.2		0.5		0.01		0.1		—		0.1		—
Legacy product, environmental and other claims	—		—		—		—		0.1		—		0.1		—
Gain on sale of corporate headquarters	(110.2)		(27.7)		(82.5)		(1.13)		—		—		—		—
Shareholder activism and other related costs	9.5		2.4		7.1		0.10		3.7		0.9		2.8		0.04
Gain on Brazil tax recoveries, net	—		—		—		—		(0.9)		(0.4)		(0.5)		(0.01)
Discrete tax items, including adjustments to uncertain tax positions	—		0.4		(0.4)		(0.01)		—		17.2		(17.2)		(0.24)
Adjusted EPS (non-GAAP)							$	0.48							$	0.54

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The following is an analysis of our financial condition, liquidity and capital resources at September 30, 2020.

Our principal uses of cash generally consist of capital investments, acquisitions and working capital investments. It is difficult for us to predict at this time the duration and extent of the impact of COVID-19 on our business, financial position, results of operations, or liquidity. Due to this uncertainty, we believe our results of operations and cash flows may be significantly impacted in future periods. We have significant liquidity and capital resources, and we are actively managing our cash flow by reducing planned capital expenditures and managing operating expenses and discretionary spending. We believe our liquidity and capital resources, including cash on hand and cash we expect to generate during 2020 and thereafter, future borrowings, if any, as well as other available liquidity and capital resources discussed further below, are sufficient to finance our operations and growth strategy and to meet our debt obligations.

Divestiture of Darex

Upon the closing of the sale of Darex on July 3, 2017, we received pre-tax proceeds of approximately $1.06 billion before deal and other one-time costs. We have used a portion of these proceeds primarily to repay indebtedness, for acquisitions and general corporate purposes.

The agreement governing our sale of Darex provides for a series of delayed closings in certain non-U.S. jurisdictions for which sales proceeds were received on the July 3, 2017 closing date. The delayed closings implement the legal transfer of the Darex business in the delayed closing jurisdictions in accordance with local law. During the nine months, we completed the final remaining delayed closing in Venezuela which did not result in a gain or a loss recognized based on $0.5 million of proceeds received. During the prior-year period, we completed the delayed closing in Indonesia and recognized a gain of $9.6 million on a pre-tax basis and $7.2 million on an after-tax basis based on $12.7 million of proceeds received.

Sale of Corporate Headquarters

On July 31, 2020, we sold our corporate headquarters located at 62 Whittemore Avenue, Cambridge, Massachusetts 02140 to IQHQ, L.P, entered into a leaseback transaction with the buyer, and received from the buyer cash proceeds of $122.5 million, net of the related transaction costs and commissions of $2.5 million, pursuant to the sale of the property. The lease commenced on July 31, 2020 and can be extended for an additional six months at our option, subject to monthly rental payments of $0.6 million. The exercise of the extension option was not reasonably certain as of September 30, 2020. Pursuant to the terms of the lease, we are required to make certain payments for real estate taxes and other operating expenses related to the property.

Share Repurchase Program

On July 30, 2020, our Board of Directors (the “Board”) authorized a program to repurchase up to $100 million of our common stock which is effective through July 30, 2022. Share repurchases under the program may be made from time to time at Board's discretion through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The share repurchase program is subject to a periodic review by the Board and may be suspended periodically or discontinued at any time. We plan to fund repurchases from our existing cash balance. We did not repurchase any shares during the third quarter.

Cash Resources and Available Credit Facilities

At September 30, 2020, we had available liquidity of $860.1 million, consisting of $473.4 million in cash and cash equivalents, of which $335.0 million was held in the U.S., $347.4 million available under our revolving credit facility, and $39.3 million available under various non-U.S. credit facilities.

Our non-U.S. credit facilities are extended to various subsidiaries that use them primarily to issue bank guarantees supporting trade activity and provide working capital during occasional cash shortfalls in certain foreign entities. We generally renew these credit facilities as they expire.

We expect to meet our U.S. cash and liquidity requirements with cash on hand, cash we expect to generate during 2020 and thereafter, future borrowings, if any, and other available liquidity, including royalties and service fees from our foreign subsidiaries. We may also repatriate future earnings from foreign subsidiaries if such action results in minimal or no U.S. tax consequences. We expect to have sufficient cash and liquidity to finance our U.S.

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operations and growth strategy and meet our debt obligations in the U.S. Please refer to Note 1, "Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies," to the Company's Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K for a discussion of our cash and cash equivalents.

The following table summarizes our non-U.S. credit facilities as of September 30, 2020:


(In millions)	Maximum Borrowing Amount		Available Liquidity		Maturity Date
Singapore	$	6.0	$	6.0	2/3/2021
China	6.0		4.6		2/3/2021
Australia	5.5		4.0		2/3/2021
Canada	5.6		5.6		2/3/2021
India	5.0		2.5		2/3/2021
Korea	4.0		4.0		2/3/2021
Hong Kong	3.0		3.0		2/3/2021
Other countries	9.8		9.6		Open ended
Total	$	44.9	$	39.3

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Analysis of Cash Flows

The following table summarizes our cash flows for the nine months and prior-year period:


	Nine Months Ended September 30,
(In millions)	2020		2019
Net cash provided by operating activities from continuing operations	$	59.3	$	46.5
Net cash provided by (used in) investing activities from continuing operations	94.9		(45.6)
Net cash provided by (used in) financing activities from continuing operations	0.7		(6.8)

Net cash provided by operating activities from continuing operations during the nine months was $59.3 million compared to $46.5 million for the prior-year period. The period-over-period change was primarily due to lower cash paid for restructuring and repositioning, and the change in accounts payable, partially offset by higher pension contributions and higher tax payments. During the nine months and the prior-year period, restructuring payments were $2.3 million and $8.8 million, respectively, and repositioning payments were $9.3 million and $13.5 million, respectively.

Net cash provided by investing activities from continuing operations during the nine months was $94.9 million compared to $45.6 million of cash used during the prior-year period. The period-over-period change was primarily due to proceeds received from the sale of the corporate headquarters.

Net cash provided by financing activities from continuing operations during the nine months was $0.7 million compared to $6.8 million of cash used during the prior-year period. The period-over-period change was primarily due to lower payments under credit arrangements.

Debt and Other Contractual Obligations

Debt

Total debt outstanding at September 30, 2020 and December 31, 2019 was $352.9 million and $349.2 million, respectively.

5.5% Senior Notes

Interest is payable semi-annually in arrears on April 15 and October 15 of each year. An interest payment of $9.6 million was due and paid on April 15, 2020 and October 15, 2020. Our debt service requirements are expected to be funded through our existing sources of liquidity and operating cash flows.

Subject to certain conditions stated in the Indenture, we may, at our option and at any time and from time to time, redeem the 5.5% Senior Notes prior to their maturity date in whole or in part at certain redemption prices, as discussed in Note 8, "Debt and Other Borrowings", in the Notes to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data" of the 2019 Annual Report on Form 10-K.

The Indenture contains certain covenants and provides for customary events of default subject to customary grace periods in certain cases. Please refer to Note 6, "Debt and Other Borrowings", in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Financial Statements" of this Quarterly Report on Form 10-Q for additional information regarding our debt. As of September 30, 2020, we were in compliance with all covenants and conditions under the Indenture. There are no events of default under the Indenture as of September 30, 2020.

Credit Agreement

As of September 30, 2020, there were no outstanding borrowings on the Revolving Credit Facility and $2.6 million in outstanding letters of credit, which resulted in available credit of $347.4 million under the Revolving Credit Facility. The Credit Agreement contains conditions that would require mandatory principal payments in advance of the maturity date of the Revolving Credit Facility, as well as certain customary affirmative and negative covenants and events of default, as described in Note 8, "Debt and Other Borrowings," to our Consolidated Financial Statements included in the 2019 Annual Report in the Form 10-K. We were in compliance with all covenant terms as of September 30, 2020 and December 31, 2019. There were no events of default as of September 30, 2020 or December 31, 2019.

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Other Contractual Obligations and Contingencies

We have various future contractual obligations, including those for debt and related interest payments, pension funding requirements, operating leases and other operating commitments. During the nine months, there were no material changes to our contractual obligations as previously reported in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources” in the Annual Report on Form 10-K for the year ended December 31, 2019.

Please refer to Note 11, "Commitments and Contingencies", in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Financial Statements" of this Quarterly Report on Form 10-Q for a discussion of financial assurances and other contingencies.

Defined Benefit Pension Plans

Based on the U.S. advance-funded plans' status during the nine months and the prior-year period, there were no minimum required payments under ERISA. We made contributions of $15.0 million and $15.7 million, respectively, to the U.S. pension plans during the third quarter and nine months. There were no contributions made to these plans during the corresponding prior-year periods. The increase is primarily due to a $15.0 million voluntary contribution to the U.S. qualified pension plans during the third quarter. We intend to fund non-U.S. pension plans based upon applicable legal requirements, as well as actuarial and trustee recommendations. During the third quarter and the nine months, we contributed $0.3 million and $1.1 million, respectively, to the non-U.S. plans. During the prior-year quarter and the prior-year period, we contributed $0.6 million and $1.8 million, respectively, to the non-U.S. plans. Please refer to Note 9, "Pension Plans and Other Postretirement Benefit Plans," in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Financial Statements" of this Quarterly Report on Form 10-Q for further discussion on our pension and other postretirement benefit plans.

Inflation

We recognize that inflationary pressures may have an adverse effect on our operations through higher asset replacement costs and higher raw material and other operating costs. We try to minimize these impacts through effective control of our operating expenses and productivity improvements, as well as price increases to customers.

We estimate that the cost of replacing our property and equipment today is greater than its historical cost. Accordingly, our depreciation expense would be greater if the expense were stated on a current cost basis.

We continue to account for our operations in Argentina as a highly inflationary economy. Losses related to the remeasurement of monetary net assets are included in "Other income, net" in the unaudited Consolidated Statements of Operations and were immaterial during the third quarter and the nine months. Losses incurred during the prior-year quarter and the prior-year period were $0.6 million and $0.9 million, respectively. Our Argentina subsidiary's net sales were not material to our consolidated net sales during the third quarter, the nine months and the corresponding prior-year periods, and its monetary net assets denominated in local currency were not material to our consolidated total assets as of September 30, 2020 and December 31, 2019.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For information on our significant accounting policies and estimates, please refer to Note 1, "Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies" in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Consolidated Financial Statements" of this Quarterly Report on Form 10-Q and in the Notes to our audited Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of our 2019 Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

Effective January 1, 2020, we adopted Accounting Standard Update (the "ASU") ASU 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The impact of this adoption was deemed immaterial to our income from continuing operations before income taxes, income from continuing operations, and net income during the three and nine months ended September 30, 2020. For a summary of recently issued accounting pronouncements applicable to our Consolidated Financial Statements which is incorporated here by reference, please refer to Note 1, "Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies" in the Notes to the Consolidated Financial Statements included in Item 1, "Consolidated Financial Statements" of this Quarterly Report on Form 10-Q.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

With respect to information disclosed in the "Quantitative and Qualitative Disclosures About Market Risk" section of our Annual Report on Form 10-K for the year ended December 31, 2019 ("2019 Annual Report"), more recent numerical measures and other information are available in the "Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of this Report. These more recent measures and the information disclosed in the "Quantitative and Qualitative Disclosures About Market Risk" section of our 2019 Annual Report are incorporated herein by reference.

Item 4. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"). Disclosure controls and procedures are designed to provide reasonable assurance that we are able to record, process, summarize and report the information required to be disclosed in our reports under the Exchange Act within the time periods specified in SEC rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on their evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As a result of the COVID-19 pandemic, since March 2020, most of our employees have been working remotely. We have not identified any material changes in our internal control over financial reporting as a result of these changes to the working environment. We are continually monitoring and assessing the COVID-19 situation to determine any potential impacts on the design and operating effectiveness of our internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information with respect to this Item may be found in Note 11, "Commitments and Contingencies" in the Notes to the unaudited Consolidated Financial Statements included in Item 1, "Consolidated Financial Statements" of this Quarterly Report on Form 10-Q which information is incorporated herein by reference.

Additional information on our commitments and contingencies can be found in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019.

Item 1A. RISK FACTORS

There are no material changes from the risk factors as previously disclosed in Part I, Item 1A, "Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2019, except for the addition of the following risk factor:

The COVID-19 pandemic has adversely affected, and may in the future continue to adversely affect, our results of operations, financial condition and liquidity

In December 2019, the COVID-19 virus was first identified in China and has since spread to a number of countries in which we conduct our business operations, including countries in North America, Asia Pacific, EMEA and Latin America. In March 2020, the World Health Organization declared COVID-19 a global pandemic.

The global spread of COVID-19 has created significant worldwide economic uncertainty which has adversely affected, and may in the future continue to adversely affect, demand for our products due to delays in construction projects and reduced construction activity. We may also be negatively impacted by reductions in accounts receivable collections, customer and vendor bankruptcies, increased raw material and transportation costs, as well as significant delays or interruptions in the supply or transportation of raw materials which could negatively impact our ability to sell our products and have a material adverse effect on our financial condition, results of operations and cash flows.

We operate facilities around the world which have been and may continue to be adversely affected by the pandemic as a result of disruptions to our supplies of raw materials, as well as the production, transportation and delivery of our products. We may not be able to supply products or services to our customers in a timely manner due to travel and transportation restrictions, as well as temporary closures of our facilities or those of our suppliers or customers as a result of regulations imposed by local governments to contain COVID-19 . We may also experience difficulties with certain supplier or vendor supply chains, and our business could be adversely impacted if we become unable to procure essential materials or services in adequate quantities and at acceptable prices. Our ability to adequately staff our operations may be adversely impacted by certain temporary restrictions, such as mandatory facility closures imposed by government authorities in certain countries where we operate, as well as voluntary facility closures or other measures, such as work-from-home orders and social distancing protocols, imposed for the safety of our employees or in response to potential positive diagnoses for COVID-19. Despite our best efforts to protect the health, safety and well-being of our employees in accordance with guidelines issued by national and other health and safety authorities, there can be no assurance that employees will not become infected with the COVID-19 virus, or that such infections, would not have a material adverse impact on our operations.

The extent of the impact of COVID-19 on our future operational and financial performance is uncertain and will depend on future developments and numerous evolving factors, including the severity, duration and resurgence of the pandemic, the related impact on travel and transportation restrictions, facility closures, global economic activity, as well as the timing of development of an antiviral vaccine or a medical treatment to prevent further spread of the virus and facilitate recovery, all of which cannot be predicted with reasonable certainty at this time.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 30, 2020, our Board of Directors authorized a program to repurchase up to $100 million of our common stock which is effective through July 30, 2022. We did not repurchase any shares during the third quarter.

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Item 6. EXHIBITS


Exhibit No.						Description of Exhibit
3.1						Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc., dated February 3, 2016 (incorporated herein by reference to Exhibit 3.1 to GCP’s Current Report on Form 8-K filed on February 4, 2016).
3.2						Certificate of Amendment of the Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc., dated May 3, 2018 (incorporated herein by reference to Exhibit 3.1 to GCP’s Current Report on Form 8-K filed on May 3, 2018).
3.3						Certificate of Designations of Series A Junior Participating Preferred Stock of GCP Applied Technologies Inc. (incorporated herein by reference to Exhibit 3.1 to GCP’s Current Report on Form 8-K filed on March 15, 2019).
3.4						Amended and Restated Bylaws of GCP Applied Technologies Inc., effective as of May 3, 2018 (incorporated herein by reference to Exhibit 3.2 to GCP’s Current Report on Form 8-K filed on May 3, 2018).
4.1						Rights Agreement, dated as of March 15, 2019, between GCP Applied Technologies Inc. and Equiniti Trust Company, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated herein by reference to Exhibit 4.1 to GCP’s Current Report on Form 8-K filed on March 15, 2019).
4.2						First Amendment to Rights Agreement, dated as of March 13, 2020, between GCP Applied Technologies Inc. and Equiniti Trust Company (incorporated herein by reference to Exhibit 4.1 to GCP’s Current Report on Form 8-K filed on March 13, 2020).
10.1						Real Estate Purchase and Sale Agreement by and between GCP Applied Technologies Inc. and IQHQ, L.P. with an effective date of July 2, 2020 (incorporated herein by reference to Exhibit 10.1 to GCP’s Current Report on Form 8-K filed on July 8, 2020).
10.2*						Lease, by and between GCP Applied Technologies Inc. and IQHQ-Alewife, LLC, with an effective date of July 31, 2020 .
10.3*#						GCP Applied Technologies Inc. Form of Change in Control Severance Agreement
10.4*#						GCP Applied Technologies Inc. Amended and Restated Equity Incentive Plan
10.5#						Employment Agreement between GCP Applied Technologies Inc. and Simon Bates, dated as of September 11, 2020 (incorporated herein by reference to Exhibit 10.1 to GCP’s Current Report on Form 8-K filed on September 14, 2020).
31.1*						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**						Certification of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						XBRL Instance Document
101.SCH*						XBRL Taxonomy Extension Schema
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase
101.DEF*						XBRL Taxonomy Extension Definition Linkbase
101.LAB*						XBRL Taxonomy Extension Label Linkbase
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase
104*						The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

# Indicates a management contract or any compensatory plan, contract or arrangement.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	GCP Applied Technologies Inc. (Registrant)

Date: November 6, 2020	By:	/s/ SIMON M. BATES
		Simon M. Bates President and Chief Executive Officer (Principal Executive Officer)

Date: November 6, 2020	By:	/s/ CRAIG A. MERRILL
		Craig A. Merrill Vice President and Chief Financial Officer (Principal Financial Officer)

Date: November 6, 2020	By:	/s/ KENNETH S. KOROTKIN
		Kenneth S. Korotkin Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

Exhibit 10.2*

LEASE

Landlord: IQHQ-ALEWIFE, LLC, a Delaware limited liability company

Tenant: GCP APPLIED TECHNOLOGIES INC., a Delaware corporation

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

Exhibit 10.2*

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ARTICLE ONE - BASIC TERMS

ARTICLE TWO - PROPERTY/HENKEL LEASE

ARTICLE THREE - LEASE TERM, SURRENDER AND HOLDING OVER

ARTICLE FOUR - RENT

ARTICLE FIVE - PROPERTY TAXES

ARTICLE SIX - UTILITIES

ARTICLE SEVEN - CONDITION AND MAINTENANCE OF PROPERTY

ARTICLE EIGHT - USE OF PROPERTY

ARTICLE NINE - INDEMNITY AND INSURANCE

ARTICLE TEN - DAMAGE OR TAKING

ARTICLE ELEVEN - QUIET ENJOYMENT

ARTICLE TWELVE - ASSIGNMENT AND SUBLETTING

ARTICLE THIRTEEN - DEFAULTS

ARTICLE FOURTEEN - PROTECTION OF LENDERS

ARTICLE FIFTEEN - LANDLORD LIABILITY

ARTICLE SIXTEEN - MISCELLANEOUS PROVISIONS

Exhibit 10.2*

ARTICLE ONE - BASIC TERMS

The following terms used in this Lease shall have the meanings set forth below. Except as provided herein, this Lease and Tenant’s right to the Property shall be subject to terms and conditions of the Henkel Lease (as defined in Article 2 below).

a.Effective Date:

July 31, 2020.

b.Landlord:

IQHQ-ALEWIFE, LLC, a Delaware limited liability company

c.Tenant:

GCP APPLIED TECHNOLOGIES INC., a Delaware corporation

d.Address of Property:

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

e.Property:

The real property described in Exhibit A attached hereto, together with the buildings, structures and fixtures located on such real property as of the Effective Date (or as may be hereafter located on such real property to the extent installed by or on behalf of Tenant in accordance with the terms and conditions hereof), and the rights and privileges now appurtenant thereto.

f.Lease Commencement Date:

July 31, 2020.

g.Term:

The period commencing on the Lease Commencement Date and expiring on the last day of the eighteenth (18th) full calendar month thereafter (the "Initial Term"), as the same may be extended or sooner terminated as expressly set forth herein (with the last day of the Term being the "Expiration Date").

h.Permitted Uses::

Subject to Tenant obtaining and maintaining at its sole cost and expense all necessary governmental and third party permits and approvals required therefor, laboratory, office, research and development, light manufacturing, distribution, storage and warehouse, training and education, and any uses that Tenant is presently conducting at the Property as of the

Exhibit 10.2*

Effective Date, including all uses accessory and ancillary thereto.

i.Address of Landlord for Notices: c/o IQHQ, L.P.

674 Via de la Valle, Suite 206 Solana Beach, CA 92075 Attention: Tracy Murphy, President

and a copy to:

Crosbie Gliner Schiffman Southard & Swanson LLP 12750 High Bluff Drive, Suite 250

San Diego, CA 92130 Attention: Sean Southard, Esq.

j.Address of Tenant for Notices:

GCP Applied Technologies Inc.

62 Whittemore Avenue

Cambridge, MA 02140

Attn: Paul Hanlon, Vice President, Global Supply Chain and James E. Thompson, Vice President,

General Counsel and Secretary

with a copy to:

Brown Rudnick LLP One Financial Center Boston, MA 02111

Attn: Thomas J. Phillips, Esq.

and Gregory S. Sampson, Esq.

k.Purchase and Sale Agreement:

That certain Purchase and Sale Agreement dated

July 2, 2020 by and between Tenant, as Seller, and IQHQ, L.P., as Buyer (the "Purchase Agreement").

l.Exhibit A: Description of Property Exhibit B: Critical Areas

Exhibit C: Activity and Use Limitations Exhibit D: Environmental Questionnaire Exhibit E: Henkel Lease

ARTICLE TWO - PROPERTY/HENKEL LEASE

a.Lease of Property. Landlord leases the Property to Tenant and Tenant leases the Property from Landlord for the Term of this Lease.

-2-

Exhibit 10.2*

b."As Is" Condition of Property. Tenant and Landlord each acknowledges that Tenant, has sold and conveyed the Property to Landlord on the Lease Commencement Date and that Tenant is currently and has been in occupancy of the Property prior to the Lease Commencement Date. Accordingly, Tenant and Landlord agree that the Property is delivered to Tenant as of the Lease Commencement Date in its "as is, where is" condition and with all faults, and Landlord shall have no obligations to perform any work on the Property, make any improvements thereto or otherwise prepare the Property for occupancy by Tenant. Tenant acknowledges that neither Landlord nor any agent nor affiliate of Landlord has made any representation as to the condition of the Property or the suitability of the Property for the intended use by Tenant, its affiliates or any party claiming under Tenant. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on any representations of Landlord or any other party with respect thereto.

c.Henkel Lease.

i.Pursuant to that certain Lease between Tenant, as “landlord”, and Henkel Corporation, a Delaware corporation, as tenant ("Henkel Tenant"), dated as of July 3, 2019 (the "Henkel Lease") (a copy of which is attached hereto as Exhibit E), Henkel Tenant, as of the Effective Date, leases and occupies certain portions of the Property (as more particularly described in the Henkel Lease, the "Henkel Premises"). The parties acknowledge and agree that Landlord has acquired the Property subject to the Henkel Lease.

ii.Assignment of Henkel Lease. Effective as of the Effective Date, Landlord, as assignor, hereby assigns and delivers to Tenant, as assignee, all of Landlord's estate, right, title and interest in and to the Henkel Lease and Tenant hereby accepts such assignment and assumes all of Landlord's obligations and/or covenants under the Henkel Lease. In furtherance of the foregoing assignment, the parties hereby agree and acknowledge that, as of the Effective Date, the Henkel Lease shall be deemed a sublease between Tenant (as sublandlord) and Henkel Tenant (as subtenant). In furtherance of the foregoing, from and after the Effective Date, Landlord is hereby released from, and Tenant expressly assumes and shall be responsible for, all obligations and/or covenants on the part of “landlord” under the Henkel Lease, and Tenant agrees to protect, defend, indemnify and hold Landlord and the Landlord Indemnified Parties (as defined in Section 9.01 below), harmless from and against any and all liabilities, judgments, damages, losses, costs, fines, penalties, costs, expenses, attorneys' fees, court costs and claims (collectively, "Henkel Liabilities"), which may at any time be asserted against Landlord by (a) Henkel Tenant for failure of Tenant to perform any of the obligations and/or covenants on the part of "Landlord" under the Henkel Lease, or (b) Henkel Tenant or any other person or entity by reason of the lease, use and/or occupancy of the Henkel Premises under or otherwise in connection with the Henkel Lease; except that the foregoing shall not relieve Landlord of any Henkel Liabilities to the extent arising on account of Landlord's breach of its obligations under this Lease or Landlord's negligence or willful misconduct (subject, however, to the waivers described in Section 9.04).. The provisions of this Section 2.03(a) shall survive the expiration or earlier termination of the Henkel Lease and/or this Lease.

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Exhibit 10.2*

iii.Surrender Obligation. Tenant further acknowledges that its obligations hereunder to vacate and surrender the entire Property when and as required pursuant to the terms of this Lease, including without limitation its obligations to remediate and clean-up the Property

under Section 3.04(c), shall extend to the Henkel Premises. In furtherance of the foregoing, Tenant shall use commercially reasonable efforts to pursue all legal actions as may be necessary against the Henkel Tenant (including, summary process proceedings) in order for Tenant to comply with Tenant's obligation to vacate and surrender the entire property (including the Henkel Premises) when and as required hereunder. In furtherance thereof, the parties acknowledge that concurrently with the execution and delivery of this Lease (and in accordance with Section of the Purchase and Sale Agreement), Tenant has delivered to Henkel Tenant an effective notice of termination in accordance with Section 2 of the Henkel Lease pursuant to which the Henkel Lease will terminate by no later than the expiration of the Initial Term.

ARTICLE THREE - LEASE TERM, SURRENDER AND HOLDING OVER

a.Lease Term. The Term of this Lease shall commence on the Lease Commencement Date and expire on the Expiration Date unless sooner terminated or extended pursuant to the express terms of this Lease.

b.Extension Option. So long as Tenant is not in Default under this Lease beyond applicable notice and cure periods on the date that Tenant exercises the Extension Option (as defined below) and at Landlord’s election as of the commencement of the Extension Option, Tenant shall have the right and option (the "Extension Option") to extend the Initial Term for one

(1) period of six (6) months (the "Extended Term"), exercisable by written notice given to Landlord ("Exercise Notice") not later than nine (9) months prior to the last day of the Initial Term as then in effect. Extension of the Term pursuant to the Extension Option shall be on all the same terms and conditions as this Lease, except that during the Extended Term Tenant shall pay Landlord monthly base rent equal to $604,015.00 (the "Extended Term Monthly Base Rent"), due on the first day of each calendar month of the Extension Term without demand, notice, offset or deduction. The rights contained in this Section 3.02 shall be personal to the Tenant named in this Lease (the "Original Tenant") or an Affiliated Assignee (as defined in Section 12.03 below) and may only be exercised by the Original Tenant or such Affiliate Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant's interest in this Lease). Tenant's failure to deliver the Exercise Notice on or before the date specified above shall be deemed to constitute Tenant's election not to exercise the Extension Option.

c.Intentionally Deleted.

d.Surrender and Condition upon Lease Expiration or Termination.

i.On or before the expiration of the Term or any earlier termination of this Lease, Tenant shall surrender and yield up the Property to Landlord in the condition in which Tenant is required to maintain the Property during the Term pursuant to Section 7.01 below and otherwise broom-clean, free of all Hazardous Materials for which Tenant is responsible pursuant to Article 8 and this Section 3.04 below and also free of Tenant's furniture, equipment, signage,

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Exhibit 10.2*

trade fixtures and other personal property (except for any Allowable Personal Property, as defined below), and free from all occupants, subtenants, or other persons or entities claiming rights of possession by, through or under Tenant. Landlord may treat any personal property not so removed by the date required hereunder as abandoned and may dispose of the same, with the actual out-of- pocket cost of disposal to Landlord to be paid by Tenant upon receipt of an invoice

therefor in reasonable detail. Notwithstanding the foregoing or anything to the contrary contained herein, Tenant shall not be obligated to surrender any Demolition Premises (as defined herein) in any particular condition or free from any of Tenant's trade fixtures, except that any Demolition Premises shall be surrendered free from all Hazardous Materials for which Tenant is responsible pursuant to Article 8 and this Section 3.04 below, and free from Tenant’s furniture, equipment, signage and other personal property (except for any Allowable Personal Property, as defined below), occupants, subtenants, or other persons or entities claiming rights of possession by, through or under Tenant.

ii.No later than sixty (60) days prior to the Expiration Date, Tenant may at its election deliver to Landlord notice containing a written schedule of personal property that Tenant does not desire to remove from the Property at the conclusion of the Term (the "Proposed Schedule"). Upon its receipt of such Proposed Schedule, Landlord shall have fifteen

(15) business days to deliver to Tenant a written response pursuant to which Landlord shall in its sole discretion either accept or reject, on a line item basis (or otherwise, by a categorical rejection of all such items), the personal property identified in the Proposed Schedule. Any items of Tenant's personal property that Landlord so accepts (the "Allowable Personal Property") may, at Tenant's election, remain at the Property on or after the Expiration Date and any items of Tenant's personal property that Landlord so rejects shall be removed from the Property by Tenant on or before the Expiration Date. Landlord's failure to timely respond to the Proposed Schedule, or to so accept or reject any particular line items therein within five (5) business days after receipt of a second (2nd) written notice from Tenant (i.e., in addition to the original notice containing the Proposed Schedule) stating in all capital letters that Landlord’s continued failure to respond will result in Landlord’s deemed acceptance of all items referred to in the Proposed Schedule, shall constitute Landlord's acceptance thereof.

iii.Notwithstanding anything to the contrary contained in this Lease and in addition to Tenant’s obligations set forth in 8.04 below, because portions of the Property are being used as laboratory space and manufacturing space (collectively, the "Lab Space"), then upon expiration or earlier termination of this Lease, Tenant shall remove all furniture, fixtures, equipment and other property from such Lab Space (excepting any Allowable Personal Property) and return such space to Landlord in the condition required under Section 7.01 below. Furthermore, at least thirty (30) days prior to Tenant's surrender of possession of the Property (or in the event of an earlier termination of this Lease, as soon as reasonably possible following such termination), Tenant shall provide Landlord with a facility decommissioning and Hazardous Materials closure plan for the Lab Space which complies with the American National Standards Institute's Laboratory Decommissioning guidelines (ANSI/AIHA Z9.11-2016) or any successor standards published by ANSI or any successor organization (or, if ANSI and its successors no longer exist, a similar entity publishing similar standards) ("Exit Survey") prepared by an independent third party state-certified professional with appropriate expertise, in a form reasonably acceptable to Landlord. In addition, at least ten (10) days prior to Tenant's surrender

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Exhibit 10.2*

of possession of any Lab Space, Tenant shall (i) provide Landlord with written evidence of all appropriate governmental releases obtained by Tenant in accordance with Legal Requirements (e.g., decommissioning of any radioactive licenses) and relating to any Hazardous Materials used at the Property, and (ii) conduct a site inspection with Landlord. Tenant agrees to remain responsible after the surrender of the Property for the remediation of any recognized environmental conditions set forth in the Exit Survey (and the Environmental Assessment as applicable) in accordance with a remediation plan reasonably approved by Landlord. Tenant's

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Exhibit 10.2*

obligations under this Section 3.04 shall survive the expiration or earlier termination of this Lease

e.Demolition Premises. As used herein, "Demolition Premises" shall mean any portions of the Property that Landlord in its sole discretion intends to demolish or perform a so- called gut rehabilitation with respect to which following the termination or expiration of this Lease. Landlord agrees to notify Tenant promptly upon Landlord's determination of any Demolition Premises.

f.Holding Over. Tenant shall vacate and surrender the Property in accordance with Section 3.03 and the terms of this Lease on or before the Expiration Date or earlier termination of this Lease. Any failure by Tenant to timely surrender the Property in accordance with Section

3.03 shall render Tenant a tenant at sufferance at a monthly base rental rate equal to one hundred twenty-five percent (125%) of the Extended Term Monthly Base Rent rental rate for the first thirty

(30) days of any holding over and at a monthly base rental rate equal to one hundred fifty percent (150%) of the Extended Term Monthly Base Rent rental rate thereafter. Tenant agrees that any holding over by the Henkel Tenant under the Henkel Lease that extends beyond the expiration or earlier termination of this Lease or the date Tenant is required to vacate and surrender the Property will be deemed to be a holdover by Tenant under this Lease. During any such holding over, Tenant's holding over shall be subject to all of the other terms and provisions of this Lease. Acceptance by Landlord of Rent after such expiration or earlier termination shall not constitute a consent to a hold over hereunder or result in an extension of this Lease. If Tenant holds over for more than thirty (30) days, then Tenant shall also indemnify, defend and pay to Landlord and Landlord Indemnified Parties (as defined below) all losses, costs, damages and/or claims sustained by Landlord resulting from retention of possession by Tenant beyond such thirty (30) days (the "30-Day Period"), including without limiting the generality of the foregoing, any claims made by any contractor or other third party with whom Landlord has a written contract relating to any interference with or delays in the demolition, development, redevelopment or refurbishment of the Property and/or any succeeding tenant under a lease or occupancy agreement or purchaser under a written purchase agreement founded upon such failure to surrender (any such contract, lease or purchase agreement being a "Third Party Agreement"); provided that if Landlord shall have notified Tenant by no later than thirty (30) days prior to the Expiration Date of the existence of any Third Party Agreement(s) that require(s) Landlord to have possession and control of the Property by the Expiration Date in order for Landlord to perform its obligations thereunder, then Tenant shall be liable under the foregoing indemnification in this Section 3.06 with respect to claims against Landlord under such Third Party Agreement without regard to the 30-Day Period.

ARTICLE FOUR - RENT

a.Base Rent. Except with respect to Extended Term Monthly Base Rent as set forth in Section 3.02, Tenant shall not be obligated to pay any so-called base rent, fixed rent or minimum rent under this Lease.

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Exhibit 10.2*

b.Additional Rent. All sums other than Extended Term Monthly Base Rent payable by Tenant to Landlord under this Lease, or otherwise designated to be additional rent under this Lease, shall be deemed "Additional Rent" under this Lease. Additional Rent due from Tenant

to Landlord shall be payable at the Address of Landlord for Rent Payment or at such other place or to such other person as Landlord may designate in writing from time to time.

c.Tenant's Operation and Maintenance Expenses. Tenant shall be responsible for and promptly pay, directly to all suppliers, vendors, carriers, contractors, agents, insurers, service providers and other applicable parties, all the costs of the operation, management, insurance, maintenance, replacement and repair of the Property or any part thereof (subject to the provisions of Article 7 below), and all other costs and expenses with respect to the Property or any part thereof, in each case except to the extent any costs are the responsibility of Landlord as expressly set forth in this Lease or are otherwise expressly stated herein to not be Tenant's obligation (collectively "Tenant Direct Expenses"). If Landlord pays for any Tenant Direct Expenses in accordance with the terms of this Lease, then Tenant's obligation to reimburse Landlord for such costs shall be an Additional Rent obligation payable in full within thirty (30) days of invoice from Landlord in reasonable detail.

ARTICLE FIVE - PROPERTY TAXES

a.Real Property Taxes. Tenant shall pay, as Additional Rent, all of the Real Property Taxes on the Property allocable to the Term of this Lease based on a 365 day fiscal tax year. If Tenant is billed for such Real Property Taxes directly by the City of Cambridge taxing authority, Tenant shall make such payments directly to the taxing authority prior to their due date and, if requested by Landlord, provide Landlord with reasonable evidence of payment. Notwithstanding the foregoing, in the event that Landlord is billed directly by the taxing authority for any Real Property Taxes allocable to the Term, Tenant shall pay Landlord for such Real Property Taxes within thirty (30) days of receipt of Landlord's invoice therefor, and prior to delinquency (provided that Landlord's invoice shall have been delivered to Tenant at least twenty

(20) days prior to the date of delinquency), containing a copy of the taxing authority's bill therefor, and Landlord shall pay such Real Property Taxes directly to the taxing authority. Notwithstanding the foregoing or anything to the contrary contained herein, if the City of Cambridge tax assessors shall increase the valuation of the Property for fiscal year 2022 such that the Real Property Taxes increase by an amount that is 50% more than the Real Property Taxes assessed for fiscal year 2021, then (a) Tenant's obligation hereunder for Real Property Taxes for fiscal year 2022 (or any applicable portion thereof) shall be adjusted such that Tenant shall not be liable for paying for any Real Property Taxes in excess of the Real Property Taxes that would have been assessed had such increase in Real Property Taxes from fiscal year 2021 to fiscal year 2022 been limited to 50% (the "Tax Cap") and (b) Landlord shall be responsible for promptly paying or reimbursing Tenant for any Real Property Taxes in excess of the Tax Cap, in each case (a) or (b) to the extent allocable to the Term based on a 365-day year. In the event that Tenant and Landlord shall each be responsible for a portion of Real Property Taxes over a given period under the preceding sentence, those percentages shall be referred to herein as the "Respective Percentages."

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Exhibit 10.2*

b.Definition of "Real Property Taxes". "Real Property Taxes" shall mean taxes, assessments (special, betterment, or otherwise), levies, fees, rent taxes, impositions, excises, charges, water and sewer rents and charges, and all other government levies and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, which are imposed or levied upon or assessed against the Property. Real Property Taxes shall not include (a) federal, state or local income taxes; (b) franchise, gift, transfer, corporation, estate, excise, capital stock,

succession or inheritance taxes; (c) penalties or interest for the late payment of real estate taxes (except to the extent resulting from any late payment of real estate taxes by Tenant); and (d) the portion of real estate taxes allocable to any capital improvements made to the Property by Landlord after the date this Lease is signed, except to the extent the capital improvements were done (i) at the direction of or request of the Tenant, (ii) as may be required by Legal Requirements in connection with Tenant's use of the Property and/or any alterations made by or on behalf of Tenant, or (iii) as may be required to maintain the Property pursuant to Article 7 below. If at any time during the Term the present system of ad valorem taxation of real property shall be changed so that in lieu of the whole or any part of the ad valorem tax on real property, or in lieu of increases therein, there shall be assessed on Landlord a capital levy or other tax on the gross rents received with respect to the Property or a federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy, or charge (distinct from any now in effect) measured by or based, in whole or in part, upon gross rents, then all of such taxes, assessments, levies, or charges, to the extent so measured or based, shall be deemed to be Real Property Taxes under this Lease.

c.Tax Contests. Notwithstanding anything to the contrary contained herein, if Tenant shall deem itself aggrieved by any increase in the assessment of Real Property Taxes and shall in good faith desire to contest the payment thereof, then Tenant may make such payment under protest and, so long as postponement of such payment does not jeopardize Landlord's title to the Property, Tenant may contest the same with the taxing authority provided that it shall secure such payment and the interest and penalties thereon to the taxing authority if and to the extent required by law. Notwithstanding the foregoing, Tenant shall not contest or protest the payment of any Real Property Taxes or discontinue any abatement proceedings begun by it without first giving Landlord written notice of its intent so to do and allowing Landlord, at Landlord's election by written notice to Tenant, to contest or protest such payments and/or be substituted in such proceedings, in which case Landlord shall use reasonable efforts to pursue such contest or protest in good faith and keep Tenant reasonably apprised of the contest or protest. If the Real Property Taxes to be contested by Tenant are in Landlord's name, then Tenant may prosecute such contest in the name of Landlord and Landlord shall, at Tenant's request, sign all instruments reasonably necessary or appropriate therefor in form and substance reasonably acceptable to Landlord, and otherwise reasonably cooperate with Tenant, in connection therewith (at no material out-of-pocket cost to Landlord unless Tenant shall agree to reimburse Landlord for such cost). If Tenant is contesting any Real Property Taxes, then Tenant shall keep Landlord reasonably apprised thereof. If Landlord shall determine that Tenant's contest of Real Property Taxes would be reasonably likely to materially and adversely interfere with, delay or materially increase the cost of any demolition, development, redevelopment, refurbishment or sale of any portion of the Property by Landlord as determined by Landlord in good faith, then Landlord may, by notice to Tenant, inform Tenant of such determination and elect to take over the contest and be substituted for Tenant in such proceedings. If the Real Property Taxes to be contested by

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Exhibit 10.2*

Landlord are in Tenant's name, then Landlord may prosecute such contest in the name of Tenant and Tenant shall, at Landlord's request, sign all instruments reasonably necessary or appropriate therefor, and otherwise reasonably cooperate with Landlord, in connection therewith (at no material out-of-pocket cost to Tenant unless Landlord shall agree to reimburse Tenant for such cost). If Landlord is contesting any Real Property Taxes, then Landlord shall keep Tenant reasonably apprised thereof. Any abatements or refunds of Real Property Taxes under this Section 5.03 shall be allocated as follows, in each case pro rata and pari passu:

First, to Tenant and Landlord to reimburse each of them for their respective actual out-of- pocket costs and expenses of the applicable contest or protest of Real Property Taxes, including, without limitation, any appraisal fees and reasonable attorneys' fees (it being acknowledged that customary contingent fees payable to attorneys shall be deemed reasonable); and

Second, to Tenant and Landlord in proportion to their Respective Percentages (as and to the extent applicable to the abated or refunded Real Estate Taxes).

The provisions of this Section 5.03 shall survive the expiration or earlier termination of this Lease.

ARTICLE SIX - UTILITIES

a.Utilities. Tenant shall promptly pay, directly to the appropriate supplier or utility provider, all costs of all natural gas, heat, cooling, energy, light, power, water, sewer service, telephone, cable, data, internet service, refuse disposal and other utilities and services supplied to the Property (collectively, "Utilities") and allocable to the Term, together with any related installation or connection charges or deposits. Tenant's payment obligations for any municipal water or sewer services billed directly to Tenant shall be Additional Rent. Notwithstanding the foregoing, Landlord may elect to have the bills for municipal water or sewer service put in Landlord's name and paid directly by Landlord, in which event Tenant shall pay Landlord directly for such services, as Additional Rent, within thirty (30) days of receipt of Landlord's invoice therefor containing a copy of the water/sewer authority's bill therefor. No interruption or failure of Utilities, from any cause whatsoever, shall constitute a default by Landlord under this Lease, or result in eviction or constructive eviction of Tenant, termination of this Lease or the abatement of rent, and Landlord shall not be liable for damages, arising out of any curtailment or interruption whatsoever in Utilities or services therefor; except for (but subject to the limitations on Landlord’s liability set forth in Section 15.01) (i) any damages incurred by Tenant as a result of any interruption or failure of Utilities arising from the negligence or willful misconduct of Landlord or its employees, agent or contractors to the extent occurring prior to the Extended Term or (ii) with respect to an Abatement Event as set forth in Section 6.02 below to the extent occurring from and after the Extended Term.

b.Abatement Event. An "Abatement Event" shall be defined as an event that prevents Tenant from using the Property or any portion thereof, as a result of any failure to provide services or access to the Property, where (i) such event is caused by the negligence or willful misconduct of Landlord, its employees, agents or contractors and is within Landlord's reasonable control, (ii) Tenant cannot and does not actually use the Property or such portion

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Exhibit 10.2*

thereof for its ordinary course purposes as of the Effective Date, and (iii) such event is not caused by the negligence or willful misconduct of Tenant, its agents, employees or contractors. Tenant shall give Landlord notice ("Abatement Notice") of any such Abatement Event, and if such Abatement Event continues beyond the "Eligibility Period" (as that term is defined below), then the Extended Term Monthly Base Rent during the Extended Term, if applicable, shall be abated entirely or equitably reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from so using, and does not so use, the Property or a portion thereof; provided, however, in the event that Tenant is prevented from so using, and does not so use, a portion of the Property for a period of time in excess of the

Eligibility Period and the remaining portion of the Property is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not so conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Extended Term Monthly Base Rent for the Extended Term, if applicable, for the entire Property shall be abated entirely for such time as Tenant continues to be so prevented from so using, and does not so use, the Property. If, however, Tenant resumes such use of any portion of the Property during such period, the Extended Term Monthly Base Rent for the Extended Term, if applicable, equitably allocable to such reoccupied portion, shall be payable by Tenant from the date Tenant so resumes such use of such portion of the Property. The term "Eligibility Period" shall mean a period of three (3) consecutive business days after Landlord's receipt of any Abatement Notice(s). Such right to abate Extended Term Monthly Base Rent for the Extended Term, if applicable, shall be Tenant's sole and exclusive remedy at law or in equity for an Abatement Event occurring during the Extended Term. If a fire or other casualty results in Tenant's inability to use the Property or a portion thereof, the terms and conditions of Article 10 below shall apply rather than this Section 6.02.

ARTICLE SEVEN - CONDITION AND MAINTENANCE OF PROPERTY

a.Tenant's Obligations. Tenant shall, at its sole cost and expense, maintain, replace and repair the Property in at least the same condition as existed on the Lease Commencement Date, reasonable wear and tear, casualty and condemnation excepted and excepting any items that are the responsibility of Landlord to repair or maintain as expressly set forth in this Lease or to the extent that such items that are damaged or otherwise requiring of maintenance or repair due to the negligence of willful misconduct of Landlord or its employees, agents or contractors (but subject to the waivers described in Section 9.04); provided, however, that Tenant shall have no responsibility for making any Capital Repairs except for any such Capital Repairs ("Tenant Capital Repairs") as may be required by Legal Requirements in connection with Tenant's specific manner of use of the Property (as opposed to a general office, warehouse or research & development use) and/or any alterations made by or on behalf of Tenant or any Tenant Party. Tenant shall be responsible for any necessary snow and ice removal at the Property. As used in this Lease, "Capital Repair" shall mean a repair or maintenance activity under this Lease the cost of which exceeds $25,000 per item and that is otherwise required to be capitalized in accordance with generally accepted accounting principles consistently applied ("GAAP").

b.Landlord's Obligations. Landlord shall be responsible, at its sole cost and expense,

for:

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Exhibit 10.2*

i.repairing and maintaining all building structures and structural systems, roofs and roof membranes, foundations, and building exteriors (except for Tenant's signage, if any) at the Property, including making any or all Capital Repairs in connection therewith;

ii.repairing and maintaining all drainage systems (including gutters and downspouts), including making any or call Capital Repairs in connection therewith, except that the cost of any such repair or maintenance of drainage systems shall be chargeable to Tenant as a Tenant Direct Expense, (provided that, with respect to any such Capital Repairs,

Landlord's costs thereof shall be amortized on a straight-line basis over an imputed useful life of ten (10) years and only the annual depreciation thereof as shall be applicable during the Term shall be charged to Tenant as a Tenant Direct Expense; and

iii.making any or all Capital Repairs at the Property other than as covered in the foregoing clauses (a) or (b) and other than any Tenant Capital Repairs,

in each such case (a), (b) or (c) as may be necessary in order to keep the same in a good and safe operating condition and in compliance with Legal Requirements (except where Tenant is responsible for such compliance as provided under this Lease), reasonable wear and tear, casualty and condemnation excepted and excepting any items damaged or otherwise requiring of maintenance or repair to the extent due to the negligence of willful misconduct of Tenant or its employees, agents or contractors (in each of which events of negligence or willful misconduct Tenant shall be responsible to the extent of such negligence or willful misconduct, subject, however, to the waivers described in Section 9.04). Notwithstanding any provision in this Lease to the contrary (including without limitation the immediate following sentence below), upon Tenant's written request, Landlord shall perform, at its sole cost and expense, all repairs required to any such portions of the Property to the extent damaged by, or otherwise requiring maintenance or repair to the extent resulting from the negligence or willful misconduct of Landlord, its employees, agents or contractors (subject, however, to the waivers described in Section 9.04). Notwithstanding the foregoing provisions of this Section 7.02 (other than the immediately preceding sentence), if Landlord's obligation to make a Capital Repair under the foregoing clause

$500,000 (the “Landlord Capital Repair Cap”) in the aggregate for all Landlord Capital Repairs during the entire Term then, in lieu of making such Landlord Capital Repair, Landlord shall have the right in its sole discretion to notify Tenant of Landlord's intention to terminate this Lease effective not less than ninety (90) days thereafter; provided that Tenant may, within fifteen (15) business days after receiving Landlord's termination notice, elect in its sole discretion to nullify Landlord's termination notice, in which case (i) Landlord shall have no obligation to make the particular Landlord Capital Repair that gave rise to Landlord's termination notice (the "Triggering Capital Repair") or any subsequent Landlord Capital Repairs, (ii) Tenant may, but shall not be obligated to, make the Triggering Capital Repair and any subsequent Landlord Capital Repair at its sole cost and expense (but subject to the further provisions hereof), except

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Exhibit 10.2*

that Tenant shall be obligated to make any or all such Landlord Capital Repairs to the extent necessary for Tenant to continue to legally occupy the Property in compliance with applicable Legal Requirements, (iii) the failure of Landlord to make the Triggering Capital Repair (or any subsequent Landlord Capital Repair) shall not constitute a default by Landlord under this Lease, or result in eviction or constructive eviction of Tenant, termination of this Lease, or abatement of rent, and Landlord shall not be liable for damages arising out of any curtailment or interruption whatsoever in Tenant’s operations on account thereof, and (iv) to the extent that Tenant shall make any Landlord Capital Repairs under the preceding clause (ii) then Landlord shall reimburse Tenant for any costs thereof up to the Maximum Reimbursement Amount (as defined herein), such reimbursement to be made by Landlord within thirty (30) days following Landlord’s receipt of Tenant's paid invoice therefor in reasonable detail (and such reimbursement obligation to survive the expiration or earlier termination of this Lease). As used herein, "Maximum Reimbursement Amount" shall mean

the Landlord's Capital Repair Cap less the cost of all Landlord Capital Repairs previously made and paid for by Landlord.

c.Alterations, Additions, and Improvements.

i.Tenant's Work. During the Term, Tenant shall not make any installations, alterations, additions, or improvements in or to the Property ("work") without Landlord's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained herein, Tenant may make cosmetic changes to the Property (the "Cosmetic Alterations"), without Landlord's consent, provided that the aggregate cost of any such alterations does not exceed $200,000.00 in any twelve (12) month period, and further provided that such alterations do not (i) require any structural or other substantial modifications to the Property, (ii) require any changes to, nor adversely affect, the systems and equipment of the Property (including, without limitation, the sprinkler system),

(iii) affect the exterior appearance of the Property, (iv) require a permit, or (v) in any manner interfere with, delay or materially increase the cost of any demolition, development, redevelopment or refurbishment of the Property by Landlord as determined by Landlord in its sole but good faith discretion. Tenant shall give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Section 7.03(a). Tenant shall procure at Tenant's sole expense all necessary permits and licenses before undertaking any work on the Property and shall perform all such work in a good and workmanlike manner employing materials of good quality and so as to conform with all applicable Legal Requirements (as defined below in Section 8.02) and with all applicable insurance requirements. Tenant shall require all contractors employed by Tenant to carry worker's compensation insurance in accordance with statutory requirements and commercial general liability insurance covering such contractors' activities on or about the Property, written on an occurrence basis, with a combined single limit for bodily injury and property damages of not less than $3,000,000 per occurrence and Five Million Dollars ($5,000,000) in the annual aggregate naming Landlord, the Landlord Indemnified Parties, Landlord's property manager, Landlord's lender(s) and such other persons or firms as Landlord specifies from time to time, as additional insureds with an appropriate endorsement to the policy(s) and as may otherwise be reasonably required by Landlord. Tenant shall indemnify, defend and hold harmless Landlord and Landlord Indemnified Parties from all

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Exhibit 10.2*

injury, loss, claims or damage to any person or property occasioned by or arising out of such work.

d.No Liens. Tenant shall pay when due, or cause to be bonded over, all claims for labor and material furnished to the Property and shall at all times keep the Property free from liens for labor and materials. Tenant hereby agrees to indemnify, defend, and hold Landlord and Landlord Indemnified Parties free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Property by or at the request of Tenant in connection with any such work.

ARTICLE EIGHT - USE OF PROPERTY

a.Permitted Uses. Tenant shall use the Property only for the Permitted Uses.

b.Manner of Use. Tenant shall not cause or permit the Property to be used in any way which shall constitute a violation of any law, order, judgment, ordinance, regulation, code, directive, permit, license, covenant or restriction now or hereafter applicable to the Property, and to the use and occupancy thereof and business conducted thereon (collectively, "Legal Requirements" and each, a "Legal Requirement"), or which shall constitute a nuisance or waste. Tenant shall at all times comply with the requirements of the AULs (as defined in Section 16.19) Notwithstanding the foregoing, Tenant shall, at Tenant's sole cost and expense, be permitted to contest any Legal Requirements in good faith so long as the same shall not subject Landlord to any liability on account thereof or interfere, delay or materially increase the cost of any demolition, development, redevelopment, refurbishment, leasing or sale of any portion of the Property by Landlord as determined by Landlord in its sole but good faith discretion. Tenant hereby agrees and acknowledges that the manufacture, cultivation, sale, use, trade or possession of any drugs or other substance in violation of the laws of the United States of America in the Property shall be a material breach of this Lease (without any applicable notice and cure period) notwithstanding any contrary laws of the Commonwealth of Massachusetts. Tenant shall comply with, and Tenant's rights and obligations under this Lease and Tenant's use of the Property shall be subject and subordinate to, all recorded easements, covenants, conditions, restrictions, reciprocal easement agreements and other documents of record now affecting the Property.

c.ADA. The parties acknowledge that the Americans with Disabilities Act of 1990 (49 U.S.C. Section 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended from time to time (collectively, the "ADA"), establish requirements pertaining to business operations, accessibility and barrier removal. Tenant acknowledges and agrees that Landlord is making no representation or warranty as to whether the Property conforms to the requirements of the ADA or any other applicable Legal Requirements. Tenant further acknowledges and agrees that to the extent that Landlord prepares, reviews or approve any of Tenant's plans and specifications for improvements to or alterations of the Property, such action shall in no event be deemed a representation or warranty that the same comply with the requirements of the ADA or any other applicable Legal Requirements. Tenant shall be responsible for the cost of all compliance of the Property with applicable Legal Requirements, including without limitation the ADA. Tenant shall also be solely responsible for all other requirements under the ADA relating to Tenant, any affiliates or subtenants of Tenant or any party claiming under Tenant, or the operations of any of them, or the Property, including, without

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Exhibit 10.2*

limitation, requirements under ADA pertaining to the employees, contractors, agents, vendors, guests, customers or invitees of Tenant, its affiliates, subtenants or other occupants of the Property.

d.Hazardous Materials.

i.Landlord acknowledges that the Permitted Use by Tenant may involve the use, storage, generation, and presence of commercially reasonable amounts and quantities of Hazardous Materials in the ordinary course of the conduct of the Permitted Use consistent with Tenant's conduct of business in subject to Tenant’s compliance with applicable Environmental Requirements. Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, used, stored, handled, treated, or generated in or about, or released or disposed of from, the Property in violation of applicable Environmental Requirements (as hereinafter defined) or otherwise in a manner that would violate any of the AULs affecting the

Property as of the Effective Date by Tenant or any of Tenant's agents, employees, members, managers, officers, directors, subtenants (and with specific reference to the Henkel Tenant), invitees and contractors (each, a "Tenant Party" and collectively, "Tenant Parties") during the Lease Term. If Tenant breaches the obligation stated in the preceding sentence, or if contamination of the Property or any adjacent property is caused by Hazardous Materials brought into, used, stored, handled, treated, generated in or about, or released or disposed of from the Property in violation of applicable Environmental Requirements during the Term by Tenant or any Tenant Parties, then Tenant hereby indemnifies and shall defend and hold Landlord and Landlord Indemnified Parties harmless from any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages (including, without limitation, punitive damages and damages based upon diminution in value of the Property, or the loss of, or restriction on, use of the Property), expenses (including, without limitation, reasonable attorneys', consultants' and experts' fees, court costs and amounts paid in settlement of any claims or actions), fines, or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses (collectively, "Environmental Claims") which arise during or after the Term as a result of such contamination or as a result of a breach by Tenant of its obligations under this Section 8.04. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work required by any federal, state or local governmental authority because of a breach of Tenant's obligations under this Section 8.04. Without limiting the foregoing, if the presence of any Hazardous Materials at the Property or any adjacent property caused by a violation of this Section 8.04 by Tenant or a Tenant Party during the Lease Term results in any contamination of the Property or any adjacent property, Tenant shall promptly take all actions at its sole expense and in accordance with applicable Environmental Requirements as are necessary to address any such contamination at the Property or any adjacent property in accordance with applicable Environmental Requirements, provided that Landlord's approval of such action taken at the Property shall first be obtained, which approval shall not unreasonably be withheld. Tenant shall not be liable pursuant to this Lease for any contamination or Hazardous Materials conditions that relate to the treatment, storage, use, disposal, or release of Hazardous Materials

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Exhibit 10.2*

that occurred prior to the Lease Commencement Date, except to the extent that any condition in existence as of the Lease Commencement Date is exacerbated by Tenant or Tenant Parties in violation of applicable Environmental Requirements during the Term. Nothing contained in this Lease (with specific reference to the foregoing) shall constitute or be deemed to constitute waiver of any term or condition of the Purchase Agreement by either Landlord or Tenant, including without limitation, any right or remedy of Landlord or its affiliates (including IQHQ, L.P.) with respect to the Reserved Claims as defined in and subject to the Purchase Agreement or otherwise arising in connection with the Purchase Agreement. Landlord and Tenant agree and acknowledge that certain Summary of Site Conditions and Remedial Actions dated March 23, 2020 (file no. 10063-260) as prepared by Haley & Aldrich, Inc. (the "Site Conditions Report") identifies certain areas of contamination at the Property (“Preexisting Conditions”). Notwithstanding any provision to the contrary herein, the Preexisting Conditions are the responsibility of Landlord. To the extent any Hazardous Materials are identified on or below the Property in any Environmental Assessment performed upon the expiration or earlier termination of this Lease which are not identified in the Site Conditions Report, such Hazardous Materials shall be the responsibility of Landlord unless it is determined

that such Hazardous Materials were introduced to the Property by or exacerbated by Tenant during the Term of the Lease. In such case, all of the indemnity, removal, remediation and other obligations of Tenant under this Section 8.04 shall apply to such Hazardous Materials.

ii.If underground or other storage tanks storing Hazardous Materials located at the Property are used by Tenant or are hereafter placed in, on or under the Property by Tenant, Tenant shall install, use, monitor, operate, maintain, upgrade and manage such storage tanks, maintain appropriate records, obtain and maintain appropriate insurance, implement required reporting procedures, properly close any underground storage tanks, and take or cause to be taken all other actions necessary or required under applicable state and federal Legal Requirements, as such now exists or may hereafter be adopted or amended in connection with the installation, use, maintenance, management, operation, upgrading and closure of such storage tanks. Notwithstanding the foregoing, Tenant shall not install or permit any new underground storage tank at the Property without Landlord's consent in its sole but good faith discretion.

iii.As used herein, the term "Environmental Requirements" means all applicable statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority regulating or relating to health, safety, or environmental conditions on, under, or about the Property, or the environment, including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder, and any requirements under any of the AULs (as defined in Section 16.19). As used herein, the term "Hazardous Materials" means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, or regulated by reason of its impact or potential impact on humans, animals and/or the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). The term "Hazardous Materials" also includes, without limitation, any material or substance which is

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Exhibit 10.2*

(i) defined as "Hazardous waste" under Section 2 of M.G.L. c. 21C (Massachusetts Hazardous Waste Management Act), (ii) defined as a "Hazardous material," "Oil" or "Substantial hazard" under Section 2 of M.G.L. c. 21E (Massachusetts Oil and Hazardous Material Release Prevention Act), (iii) defined as "Acutely Hazardous Waste," "Hazardous Waste," "Hazardous Debris," "Mixed Waste" or "Universal Waste" under 310 Code of Massachusetts Regulations,

§§ 30.000 et. Seq (Hazardous Waste), (iv) petroleum, (v) asbestos, (vi) designated as a "Hazardous Substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C.

§1317), (vii) defined as a "Hazardous Waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), or

(viii) defined as a "Hazardous Substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C.

§9601). As defined in Environmental Requirements, Tenant is and shall be deemed to be the "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials brought on the Property by Tenant or any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom.

iv.As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to entering into this Lease a fully and accurately completed Landlord's Pre-Leasing Environmental Exposure Questionnaire identifying each type of Hazardous Material to be present on the Property, excluding routine office, janitorial, and maintenance supplies in usual and customary quantities and used, stored and disposed of in accordance with all Environmental Requirements and manufacturers recommendations, and setting forth any and all governmental approvals or permits required in connection with the presence of such Hazardous Material on the Property ("Environmental Questionnaire") in the form of Exhibit D attached hereto. Tenant shall also notify Landlord on or before the date Tenant obtains any additional permits or approvals for Hazardous Materials. Landlord may request that Tenant provide updates to the information contained in the Environmental Questionnaire from time to time during the Term of this Lease, but not more frequently than once every six (6) months except when Tenant is in breach of its obligations under this Section 8.04. All manifests relating to the storage and/or removal or transportation of Hazardous Substances shall belong solely to Tenant and Landlord shall have absolutely no obligation in connection therewith.

v.At or prior to the expiration or earlier termination of the Term if Landlord is good faith reasonably believes that Tenant may have violated the terms and conditions of Section 8.04, then Landlord may cause an environmental assessments of a scope reasonably determined by Landlord (an "Environmental Assessment") to be conducted in accordance with all Environmental Requirements. All costs and expenses incurred by Landlord in connection with any such Environmental Assessment initially shall be paid by Landlord; provided that if any such Environmental Assessment shows that Tenant has failed to materially comply with the provisions of Section 8.04(a), then all of the costs and expenses of such Environmental Assessment shall be reimbursed by Tenant as Additional Rent within ten (10) days after receipt of written demand therefor.

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Exhibit 10.2*

vi.If the Environmental Assessment (if any) results in a finding that Tenant or if Tenant otherwise has a removal or remediation obligation pursuant to Section 8.04(a), then Tenant shall immediately prepare and submit to Landlord within thirty (30) days after receipt of the Environmental Report a comprehensive plan, subject to Landlord’s written approval, specifying the actions to be taken by Tenant to perform the repair, closure, remediation, removal, or other clean-up (the "Clean-up") of any Hazardous Materials so that the Property is restored to the conditions required by this Lease. Upon Landlord’s approval of the Clean-up plan, Tenant shall, at Tenant’s sole cost and expense, without limitation on any rights and remedies of Landlord under this Lease, immediately implement such plan with a consultant reasonably acceptable to Landlord and proceed to Clean-Up Hazardous Materials in accordance with all Environmental Requirements and as required by such plan and this Lease. If, within thirty

(30) days after such Clean-up plan is approved by Landlord, Tenant fails either (a) to complete such Clean-up, or (b) with respect to any Clean-up that cannot be completed within such thirty (30)-day period, fails to proceed with diligence to prepare the Clean-up plan and complete the Clean-up as promptly as practicable, then Landlord shall have the right, but not the obligation, and without waiving any other rights under this Lease, to carry out any Clean-up recommended by the Environmental Report or required by any governmental authority having jurisdiction over the Property, and recover all of the costs and expenses thereof from Tenant, payable within ten

(10) days after receipt of written demand therefor. The terms and conditions of this Subsection

(f)shall expressly survive the expiration or earlier termination of this Lease.

vii.To the extent reasonably possible, Tenant shall complete any Clean-up prior to surrender of the Property upon the expiration or earlier termination of this Lease, subject

to necessary post-remedial obligations. Tenant shall obtain and deliver to Landlord a letter or other written determination from a Licensed Site Professional to evidence that regulatory closure has been achieved in accordance with the requirements of the Massachusetts Contingency Plan (310 CMR 40.0000). Upon the expiration or earlier termination of this Lease, Tenant shall also be obligated to close all permits obtained in connection with Hazardous Materials in accordance with applicable Environmental Requirements.

viiiUnless compelled to do so by applicable law, Tenant agrees that Tenant shall not disclose, discuss, disseminate or copy any information, data, findings, communications, conclusions and reports regarding the environmental condition of the Property to any person or entity (other than Tenant's consultants, attorneys, property managers and employees that have a need to know such information), including any governmental authority, without the prior written consent of Landlord. In the event Tenant reasonably believes that disclosure is compelled by applicable law, it shall provide Landlord three (3) business days' advance notice of disclosure, unless disclosure is required sooner under applicable Environmental Requirements, of confidential information so that Landlord may attempt to obtain a protective order. Tenant may additionally release such information to bona fide prospective purchasers or lenders, subject to any such parties’ written agreement to be bound by the terms of this Section 8.04(i).

ixWithin thirty (30) days of receipt thereof, Tenant shall provide Landlord with a copy of any and all environmental assessments, audits, studies and reports regarding Tenant’s activities with respect to the Property, or ground water beneath the Property, or the environmental condition or Clean-up thereof.

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Exhibit 10.2*

xTenant shall be responsible for posting on the Property any signs required under applicable Legal Requirements and Environmental Requirements. Tenant shall also complete and file any business response plans or inventories required by any applicable Legal Requirements. Tenant shall concurrently file a copy of any such business response plan or inventory with Landlord.

xiEach covenant, agreement, representation, warranty and indemnification made by Tenant set forth in this Section 8.04 shall survive the expiration or earlier termination of this Lease and shall remain effective until all of Tenant’s obligations under this Section 8.04 have been completely performed and satisfied.

e.Landlord's Access. Landlord or its agents may enter the Property at reasonable times during Tenant's normal business hours, for purposes of (a) performing any obligations of Landlord hereunder that require such access and (b) exhibiting the Property to potential purchasers, lenders or investors or, during the last twelve (12) months of the Term, tenants, in each case under this clause (b) as may be reasonably required from time to time; provided, however, that (i) Landlord shall give Tenant at least two (2) business days' advance notice of such entry (which may be oral), except in the case of an emergency, in which event Landlord shall only need to make commercially reasonable efforts to notify Tenant, (ii) a representative of Tenant shall have the opportunity to be present during any such entry, and (iii) in making such entry Landlord shall not interfere with any business or operations at the Property, and (iv) Landlord shall not enter any particular areas of the Property to the extent that Tenant has identified them as containing any operations or information that is confidential to Tenant's business.

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Exhibit 10.2*

f.Sole Risk. Tenant agrees and acknowledges that all personal property of Tenant, and of all persons claiming by, through or under Tenant, which may be located at the Property during the Term shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, by theft or from any other cause except Landlord's negligence or willful misconduct, no part of such loss or damage is to be charged to or to be borne by Landlord, except that Landlord shall in no event be indemnified or held harmless or exonerated from any liability to Tenant or to any other person, for any injury, loss, damage or liability to the extent such indemnity is prohibited by law.

g.Renovation Work.

1.Landlord may, at Landlord's sole risk and cost, as Landlord deems appropriate in Landlord's sole and absolute discretion and to the fullest extent allowed by applicable zoning and other land use laws, ordinances rules and regulations, modify (collectively, the "Renovations") the ponds and open areas of the Property that are not currently developed, and/or other exterior areas existing on the Property including parking areas (collectively, the "Renovation Areas"), which Renovations may include without limitation adding, eliminating or altering the size, location and arrangement of any such Renovation Areas, provided that (i) in connection with such Renovations Landlord shall not prohibit or prevent (x) access to or from the buildings (it being agreed that Landlord may provide reasonable alternate access routes) or (y) access to, or use of, at least three hundred (300) parking spaces at the Property at all times (it being agreed that the location of such three hundred (300) parking spaces may be relocated around the Property from time to time during the Lease Term), and (ii) the areas (the “Critical Areas”) shown in red, purple and forest green on Exhibit B shall be deemed to be Renovation Areas that are subject to the additional restrictions and requirements set forth in Exhibit B relating to each such Critical Area and it being agreed that Landlord and Tenant shall reasonably cooperate with each other in good faith to coordinate and facilitate compliance with such restrictions and requirements in furtherance of the Renovations in each such Critical Area. In addition, Tenant hereby agrees acknowledges that Landlord may, as part of the Renovations, but subject to all of the provisions of this Section 8.07, reface the exterior of, and replace certain building systems located within, the buildings located on the Property as of the Effective Date, and install pipes, lines, conduits, and other elements at the Property. In connection with such Renovations, Landlord may, among other things, maintain staging areas within such Renovation Areas, limit or eliminate access to such Renovation Areas, or perform work in such Renovation Areas that may create noise, dust or debris. In the exercise of the rights set forth in this Section 8.07, Landlord shall (A) take commercially reasonable steps to minimize interference with Tenant's permitted business, (B) cause all such work to be performed in a manner that will minimize any interference with a normal operation of Tenant’s business in the Property, (C) provide that all affected areas be operated and maintained in a safe and secure manner, (D) promptly remove surplus materials and debris, and (E) promptly restore any damage or disturbed areas caused by Landlord's activities.

2.Landlord shall keep Tenant's Representative reasonably apprised from time to time of Landlord's intended Renovation plans and construction timeline, which shall include Landlord's Representative's meeting in person at the Property with Tenant's Representative at least once per month at a mutually agreeable time and date. With regard to the

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Exhibit 10.2*

Renovations that affect the Critical Areas or any of the buildings at the Property that areoccupied by Tenant, Landlord shall promptly provide Tenant's Representative with (i) the right to review any applicable plans and specifications, (ii) a summary of Landlord’s staging and construction schedule, and (iii) the names of Landlord’s general contractor performing work, in each case as Tenant's Representative may from time to time reasonably request from Landlord's Representative. "Tenant's Representative" shall mean David Croce, with whom Landlord may communicate under this paragraph via email (at David.F.Croce@gcpat.com) notwithstanding anything to the contrary contained herein. "Landlord's Representative" shall mean Tracy Murphy, with whom Tenant may communicate via email (at tmurphy@iqhqreit.com) notwithstanding anything to the contrary contained herein. Tenant and Landlord shall have the right from time to time to designate a substitute Tenant's Representative or Landlord's Representative, respectively, by notice to the other party given in accordance with Section 16.04, which notice shall include its substitute representative's email address. Before entering the Property to perform any Renovations, Landlord’s general contractor shall have delivered to Tenant an industry standard certificate of liability insurance for said contactor naming Tenant as an additional insured (or otherwise subject to a blanket endorsement accomplishing the same). To the extent Tenant in good faith deems it reasonably necessary to do so, Tenant may employ reasonable security personnel or otherwise incur reasonable costs in connection with protecting Tenant's business during the performance of the Renovations and, so long as Tenant shall have notified Landlord in advance of the reasonably anticipated costs thereof and Landlord shall have approved the same (such approval not to have been unreasonably withheld, conditioned or delayed provided the fees charged must be competitive with the fees charged by security contractors performing similar services in the projects of comparable quality in the immediate geographic area), the reasonable, out of pocket, third party costs thereof shall be reimbursed by Landlord within thirty

(30) days following Tenant's presentation to Landlord of an invoice therefor in reasonable detail, such reimbursement to survive the expiration or earlier termination of this Lease.

3.Tenant agrees that, during the Term, it will not oppose, challenge or participate in any way in any opposition to any of Landlord’s (or Landlord’s affiliates, successors and/or assigns) development plans or in connection with Landlord’s efforts to obtain all such permits, maps, rezoning approval and other entitlements, approvals and governmental authorizations (collectively, the "Entitlements") deemed necessary or appropriate by Landlord for Landlord’s intended commercial development and operation of the Property; provided that the foregoing shall not prevent Tenant from disputing any of Landlord's development activities directly against Landlord to the extent that the same shall violate any of Tenant's rights under this Lease (as opposed to pursuant to any prohibited opposition as contemplated above in this sentence).

ARTICLE NINE - INDEMNITY AND INSURANCE

a.Indemnity.

i.Subject to Section 9.04 below, Tenant hereby indemnifies and agrees to defend, save and hold Landlord and Landlord's officers, directors, partners, affiliates, members, managers, employees, agents, contractors and holders of Mortgages (as defined in Section 14.01 below) as to which Landlord has given Tenant notice ("Landlord Indemnified Parties")

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Exhibit 10.2*

harmless from and against any and all Claims for injury or death to persons or damage toproperty (i) occurring within the Property to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Party, (ii) to the extent arising out of the use or occupancy of the Property by Tenant or any Tenant Party, or (iii) occasioned by a breach or default by Tenant in the performance of any of its obligations hereunder (including a breach or default by the Henkel Tenant in the performance of any of its obligations under the Henkel Lease to the extent the same constitutes a breach or default by Tenant in the performance of Tenant's obligations under this Lease, except, in any event, to the extent caused by the willful misconduct or negligence of Landlord or its employees, agents or contractors. Subject to Section 9.04 below, Landlord hereby indemnifies and agrees to defend, save and hold Tenant and Tenant's officers, directors, employees, partners, members, managers, and agents (the "Tenant Indemnified Parties") harmless from and against any and all Claims for injury or death to persons or damage to property

(i)occurring within the Property to the extent caused by the negligence or willful misconduct of Landlord or its employees, agents or contractors or (ii) occasioned by a breach or default by Landlord in the performance of any of its obligations hereunder, except, in any event, to the extent caused by the willful misconduct or negligence of Tenant or any Tenant Party. The indemnity in this Section (as well as any other provisions of this Lease dealing with indemnification of the Landlord by Tenant) shall be subject to and limited by the provisions of M.G.L. c. 186, Section

15. The provisions of this Section 9.01 shall survive the expiration or termination of this Lease with respect to any damage, injury, or death occurring prior to such expiration or termination.

ii.Notwithstanding any provision in this Lease to the contrary, in no event shall (i) any member, manager, partner, shareholder, owner, officer, director or employee of Tenant be personally liable for the performance of any of the Tenant's obligations under this Lease or any liabilities of any kind whatsoever of Tenant arising directly or indirectly from this Lease and (ii) except as set forth in Section 3.06, Tenant be liable to Landlord or any Landlord Indemnified Parties for any punitive, consequential or special damages under this Lease and Landlord waives and each Landlord Indemnified Party shall be deemed to have waived any rights it may have to such damages under this Lease in the event of a breach or default by Tenant under this Lease or otherwise.

b.Landlord's Insurance.

i.Landlord shall maintain causes of loss special form property insurance covering the full replacement cost of the Property. Landlord shall also procure and maintain commercial general liability insurance with a single loss limit of not less than $2,000,000 for bodily injury and property damage with respect to the Property. The Property may be included in a blanket policy (in which case the cost of such insurance allocable to the Property will be determined by Landlord based upon the insurer's cost calculations). The cost of all premiums incurred by Landlord in connection with the insurance policies required to be maintained by Landlord under this Section 9.02 shall be included in Tenant Direct Expenses.

ii.The aforementioned minimum limits of policies and Landlord's procurement and maintenance thereof shall in no event limit the liability of Landlord hereunder. Landlord's commercial general liability insurance policy shall name Tenant, and such other

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Exhibit 10.2*

persons as Tenant shall request from time to time, as additional insureds with an appropriate endorsement to the policy(s). All such insurance policies carried by Landlord shall be with companies having a rating of not less than A-VIII in Best's Insurance Guide. Landlord shall

furnish to Tenant, from the insurance companies, or cause the insurance companies to furnish, certificates of coverage. Landlord shall endeavor to provide Tenant with not less than thirty (30) days’ (ten (10) days’ for non-payment of premium) notice to Tenant of any cancellation or material reduction of coverage. Landlord shall have the right to provide such insurance coverage pursuant to blanket policies obtained by Landlord, provided such blanket policies expressly afford coverage to the Property and to Landlord as required by this Lease.

c.Tenant's Insurance.

1.[intentionally deleted]

2.Tenant, shall at all times during the Term of this Lease, and at its own cost and expense, procure and continue in force the following insurance coverage:

i.Commercial General Liability, written on an occurrence basis, with a combined single limit for bodily injury and property damages of not less than Three Million Dollars ($3,000,000) per occurrence and Five Million Dollars ($5,000,000) in the annual aggregate, including (A) products liability coverage if applicable and (B) blanket contractual coverage of the type ordinarily included in commercial general liability insurance policies (provided that so long as Tenant is the original named Tenant hereunder and is a public company, Tenant may, notwithstanding the foregoing provisions of this clause (i) or anything to the contrary contained herein (and in lieu of the Commercial General Liability coverage referred to above), carry a policy of excess liability in the amount of $75 million, with a self-insured retention risk of

$5 million, written on an "occurrence reported" basis);

ii.a policy of causes of loss – special form property insurance, or all risk, coverage covering Tenant's fixtures and equipment, including but not limited to any or all mechanical, plumbing, heating, ventilating, air conditioning, and electrical equipment, systems and facilities;

(iv)Worker's Compensation coverage as required by law; and

(v)business interruption, loss of income and extra expense insurance covering any failure or interruption of Tenant's business equipment (including, without limitation, telecommunications equipment) and covering all other perils, failures or interruptions sufficient to cover a period of interruption of not less than twelve (12) months.

3.The aforementioned minimum limits of policies and Tenant's procurement and maintenance thereof shall in no event limit the liability of Tenant hereunder. Tenant's liability insurance policy shall name Landlord, the Landlord Indemnified Parties, Landlord's property manager, Landlord's lender(s) and such other persons or firms as Landlord specifies from time to time, as additional insureds with respect to the insurable liabilities assumed by

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Exhibit 10.2*

Tenant under this Lease. All such insurance policies carried by Tenant shall be with companies having a rating of not less than A-VIII in Best's Insurance Guide. Tenant shall furnish to Landlord, from the insurance companies, or cause the insurance companies to furnish, certificates of coverage. The deductible or self-insured retention under each such liability policy shall be customary or otherwise reasonably acceptable to Landlord. Tenant shall endeavor to provide Landlord with not less than thirty (30) days’ (ten (10) days’ for non-payment of premium) notice to Landlord of any cancellation or material reduction of coverage. All such liability policies shall be primary to any insurance carried by Landlord and excess and not contributing with any Tenant insurance requirement hereunder to the extent relating to any liability assumed by Tenant under this Lease. Tenant shall, prior to the expiration of such policies, furnish Landlord with renewals or binders. Tenant agrees that if Tenant does not take out and maintain such insurance or furnish Landlord with renewals or binders in a timely manner, Landlord may (but shall not be required to) procure said insurance on Tenant's behalf and charge Tenant the cost thereof, which amount shall be payable by Tenant upon demand with interest (at the rate set forth in Section 20(e) below) from the date such sums are expended. Tenant shall have the right to provide such insurance coverage pursuant to blanket policies obtained by Tenant, provided such blanket policies expressly afford coverage to the Property and to Tenant as required by this Lease.

d.Waiver of Subrogation. The property insurance obtained by each of Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, and their respective officers, directors, employees, managers, members, partners, agents, invitees and contractors, and any affiliates of Tenant in occupancy of the Property (collectively, with respect to either party, the "Related Parties"), in connection with any loss or damage thereby insured against. Notwithstanding anything herein to the contrary, neither party nor its respective Related Parties shall be liable to the other for loss or damage caused by any risk insured against under property insurance required to be maintained hereunder, and each party waives any claims against the other party, and its respective Related Parties, for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant, any or Tenant's Related Parties or any person claiming through Tenant resulting from any accident or occurrence in or upon the Property from any cause whatsoever. If the foregoing waivers shall contravene any law with respect to exculpatory agreements, the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the other's insurer

e.Compliance with Insurance Requirements. If, due to a change in Tenant's use or operations, the premiums for Landlord's insurance maintained under Section 9.02(a) shall increase, then Tenant shall either cease the activity causing such increase or pay for such increase as a Tenant Direct Expense. Tenant shall provide Landlord and Landlord’s insurer(s) with such information regarding the use of the Property and any damage to the Property as they may require in connection with the placement of insurance for the Property or the adjusting of any losses to the Property. Tenant shall, at its own expense, comply with all reasonable insurance requests applicable to the Property including, without limitation, the installation of fire extinguishers and fire sprinkler system.

ARTICLE TEN - DAMAGE OR TAKING

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Exhibit 10.2*

a.Termination. In the event that the entire Property, or a substantial portion thereof (including access or parking facilities) such that the remainder is rendered unsuitable for the Permitted Uses as determined by either Tenant or Landlord in its reasonable discretion, shall be destroyed or damaged by fire or casualty (each, a "Casualty") or taken by any public authority or for any public use or by the action of any public authority, then this Lease may be terminated at the election of either Tenant or Landlord, by written notice to the non-terminating party within thirty (30) days after the date such Casualty or taking shall have occurred. However, if Landlord elects to terminate this Lease pursuant to the foregoing sentence in the event of a Casualty, then Landlord's notice of termination must include a statement by Landlord that, in Landlord's reasonable judgment, the repairs necessary to restore the affected portion(s) of the Property in accordance with Section 10.03 are (i) estimated to cost more than $500,000 in the aggregate and

i.cannot be completed by the date that is one hundred eighty (180) days after the date of the Casualty unless the then remaining Term is less than six (6) months and provided that if Landlord is satisfying its right to terminate under this sentence by reference to the foregoing clause (ii) and if the Extension Option is then still exercisable by Tenant in accordance with Section 3.02, then Tenant shall have the right to nullify Landlord's termination notice by exercising its Extension Option (x) by no later than the earlier to occur of fifteen (15) days following its receipt of Landlord's termination notice or the last date by which Tenant may effectively exercise its Extension Option under Section 3.02 and (y) otherwise in accordance with Section 3.02.

b.Partial Termination. If notwithstanding Landlord's delivery of a termination notice under Section 10.01, Tenant desires to continue to operate or to consolidate any of its operations in portions of the Property (including such exterior areas as shall be necessary to support such operations) that were not materially damaged by the Casualty (the "Remaining Portions"), then Tenant may notify Landlord thereof by no later than fifteen (15) days following its receipt of Landlord's termination notice and this Lease shall not be so terminated and shall continue in full force and effect with respect to the Remaining Portions (mutadis mutandis), with Extended Term Monthly Base Rent (if applicable) and regularly recurring items of Additional Rent equitably abated, and Tenant may operate in the Remaining Portions to the extent permitted by applicable Legal Requirements. However, Tenant agrees that in such event, Landlord shall have no obligation to restore the non-Remaining Portions of the Property (except that Landlord shall provide that all non-Remaining Areas be kept and maintained in a safe and secure manner) and such failure to by Landlord to restore the damaged portions of the Property shall not constitute a default by Landlord under this Lease, or result in eviction or constructive eviction of Tenant, or termination of this Lease, and Landlord shall not be liable for damages arising out of any curtailment or interruption whatsoever in Tenant’s operations on account thereof.

c.Restoration. If Tenant or Landlord does not so elect to terminate this Lease, Landlord shall restore the Property to a safe condition for use, with reasonable promptness and diligence to the extent permitted by the net proceeds of insurance recovered or damages awarded from such destruction or damage or taking, and subject to zoning and building laws then in existence, and during such restoration period, an equitable abatement of Extended Term Monthly Base Rent (if applicable) and Additional Rent shall be made for the portion of the Property not fit for use and occupation. "Net proceeds of insurance recovered or damages awarded" refers to the gross amount of such insurance of damages received by Landlord less the reasonable expense of

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Exhibit 10.2*

Landlord in connection with the collection of the same, including without limitation, fees and expenses for legal and appraisal services. If insurance proceeds are insufficient for such purpose, Tenant shall have an equitable abatement of rent for the portion of the Property not fit for use and occupancy during the period the same is not fit for use and occupancy.

d.Award. Irrespective of the form in which recovery may be had by law, all rights to damages or compensation from eminent domain takings shall be paid to Landlord in all cases. To the extent that Landlord's award is not reduced or prejudiced, Tenant shall be entitled to recover by separate action all of Tenant's damages for the taking of Tenant's alterations, additions, improvements, personal property and for Tenant's relocation expenses.

ARTICLE ELEVEN - QUIET ENJOYMENT

a. Quiet Enjoyment. Landlord agrees that so long as no Default by Tenant hereunder continues after uncured, Tenant shall and may peaceably and quietly have, hold and enjoy the Property during the Term without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord, subject, however, to all of the terms of this Lease.

ARTICLE TWELVE - ASSIGNMENT AND SUBLETTING

a.Reserved.

b.Assignment and Subletting. Tenant shall not assign, transfer, mortgage or pledge this Lease or sublease or allow any person or entity to occupy all or any part of the Property (each, a "Transfer") without obtaining, in each instance, the written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Any attempted Transfer without Landlord's consent shall be void and shall constitute a non-curable breach of this Lease. Notwithstanding the foregoing, Tenant may license the use of not more than 5% of the building floor area of the Property to one or more customers, vendors, partners, consultants, advisors or other parties with whom Tenant has a business relationship for purposes in furtherance of Tenant's business conducted at the Property and further provided that such user's use of the Property shall not violate any Laws, including zoning ordinances, to which the Property is subject. Notwithstanding the foregoing, any such license shall be subject to the terms of this Lease and shall not extend beyond the Term of this Lease. Irrespective of any license, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. Tenant agrees to promptly provide Landlord with a list of any such licensees and their respective licensed spaces upon Landlord's reasonable request from time to time. In no event shall any assignee of Lessee have the right to exercise the Extension Option which is personal to the Tenant named in this Lease. The Henkel Lease shall not be subject to the terms and provisions of this Article 12.

c.Affiliate Transfers. The term "Affiliate" shall mean (i) any entity that is controlled by, controls or is under common control with, Tenant or (ii) any entity that merges with, is acquired by, or acquires Tenant through the purchase of stock or assets and where the net worth of the surviving entity as of the date such transaction is completed is not materially less than that

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Exhibit 10.2*

of Tenant immediately prior to the transaction calculated under generally accepted accounting principles. Notwithstanding anything to the contrary contained in this Article 12, an assignment or subletting of all or a portion of the Property to an Affiliate of Tenant shall not be deemed a Transfer under this Article 12, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. An assignee of Tenant's entire interest in this Lease pursuant to the immediately preceding sentence may be referred to herein as an "Affiliated Assignee." "Control," as used in this Article 12, shall mean the ownership, directly or indirectly, of greater than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of greater than fifty percent (50%) of the voting interest in, an entity.

d.No Release. In no event shall any Affiliate transfer set forth in Section 12.03 or the consent by Landlord to any Transfer be construed as relieving Tenant or any transferee from obtaining the express written consent of Landlord to any further Transfer, or as releasing Tenant from any liability or obligation hereunder whether or not then accrued and Tenant shall continue to be fully liable therefor.

ARTICLE THIRTEEN - DEFAULTS; REMEDIES

a.Defaults. Each of the following shall be an event of default (a "Default") under this

Lease:

i.Tenant shall fail to pay any Tenant Direct Expenses which are required to

be reimbursed to Landlord or other Additional Rent or Extended Term Monthly Base Rent (if applicable) (collectively, "Rent") or any other sum due and payable to Landlord under this Lease within ten (10) days after receipt of written notice from Landlord that the same is overdue;

ii.Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed;

iii.Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant's interest in this Lease or the Property to any party other than as permitted hereunder, or Tenant's interest in this Lease shall be attached, executed upon, or otherwise judicially seized and such action is not released within ninety (90) days of the action;

iv.Tenant shall fail to discharge, bond over or otherwise obtain the release of any lien placed upon the Property in violation of this Lease within thirty (30) days after notice to Tenant that any such lien is filed against the Property;

v.Tenant shall: (A) make a general assignment for the benefit of creditors;

(B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking

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Exhibit 10.2*

appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a "Proceeding for Relief"); (C) become the subject of any Proceeding for Relief which is not dismissed within ninety (90) days of its filing or entry; or

(D) be dissolved or otherwise fail to maintain its legal existence.

vi.Tenant fails to execute any document required from Tenant under Article 14 within five (5) days after a second notice requesting such document.

vii.Tenant shall fail to perform any of Tenant's other obligations under this Lease and such failure shall continue for a period of thirty (30) days after notice from Landlord; provided that if more than thirty (30) days shall be reasonably required to complete such performance, Tenant shall not be in Default if Tenant shall commence such performance within the thirty (30)-day period and shall thereafter diligently pursue its completion.

b.Payment By Landlord; Interest. Upon a Default by Tenant hereunder, Landlord may, without waiving or releasing any obligation of Tenant hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with interest thereon, from the date such sums were paid or incurred, at the annual rate equal to the Prime Rate of Interest as published by The Wall Street Journal from time to time plus four percent (4%) (the "Default Rate"), shall be payable to Landlord on demand as Additional Rent.

c.Late Charge. If any installment of Rent is not received by Landlord within ten

(10) days after Landlord's notice to Tenant that such payment is overdue, Landlord shall have the right to impose thereon an additional charge of five percent (5%) of the overdue amount as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. In addition to the late charge, Rent not paid when due shall, at Landlord's election, bear interest at the Default Rate if not received by Landlord within ten (10) days after Landlord's notice to Tenant that such payment is overdue, such interest to accrue from such tenth (10th) day until paid. Any late charges and interest due under this Lease shall be deemed to be Additional Rent under this Lease (but no further late charge shall be imposed and no further interest shall accrue on top of any unpaid late charge or unpaid interest charge imposed hereunder).

d.Remedies. Upon the occurrence of a Default, Landlord, at its option, without further notice or demand to Tenant, shall have in addition to all other rights and remedies provided in this Lease, at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever. No cure in whole or in part of such Default by Tenant after Landlord has taken any action beyond giving Tenant notice of such Default to pursue any remedy provided for herein (including retaining counsel to file an action or otherwise pursue any remedies) shall in any way affect Landlord's right to pursue such remedy or any other remedy provided Landlord herein or under law or in equity, unless Landlord, in its sole discretion, elects to waive such Default.

i.This Lease and the Term and estate hereby granted are subject to the limitation that whenever a Default shall have happened and be continuing, Landlord shall have the right, at

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Exhibit 10.2*

its election, then or thereafter while any such Default shall continue and notwithstanding the fact that Landlord may have some other remedy hereunder or at law or in equity, to give Tenant written notice of Landlord's intention to terminate this Lease on a date specified in such notice, which date shall be not less than ten (10) days after the giving of such notice, and upon the date so specified, this Lease and the estate hereby granted shall expire and terminate with the same force and effect as if the date specified in such notice were the date hereinbefore fixed for the expiration of this Lease, and all rights of Tenant hereunder shall expire and terminate, and Tenant shall be liable as hereinafter in this Section 13.04 provided. If any such notice is given, Landlord shall have, on such date so specified, the right of re-entry and possession of the Property and the right to remove all persons and property therefrom and to store such property in a warehouse or elsewhere at the risk and expense, and for the account, of Tenant. Should Landlord elect to re-enter as herein provided or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, subject to this Section 13.05 from time to time re-let the Property or any part thereof for such term or terms and at such rent or rents and upon such terms and conditions as Landlord may

deem advisable, with the right to make commercially reasonable alterations in and repairs to the Property.

ii.In the event of any termination of this Lease as in this Section 13.04 provided or as required or permitted by law or in equity, Tenant shall forthwith quit and surrender the Property to Landlord, and Landlord may, without further notice, enter upon, re- enter, possess and repossess the same by summary proceedings, ejectment or otherwise, and again have, repossess and enjoy the same free of any rights of Tenant, and in any such event Tenant and no person claiming through or under Tenant by virtue of any law or an order of any court shall be entitled to possession or to remain in possession of the Property.

iii.Actions, proceedings or suits for the recovery of damages, whether liquidated or other damages, under this Lease, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term of this Lease would have expired if it had not been terminated hereunder.

iv.Whether or not this Lease is terminated by Landlord, Landlord shall have the right to recover from Tenant the sum of (i) the worth at the time of award of any unpaid Rent that had accrued at the time of such termination; plus (ii) the costs of restoring the Property to the condition required under the terms of this Lease (including without limitation under Sections

3.04 and 8.04); plus, (iii) an amount (the "Election Amount") equal to either (A) the positive difference (if any, and measured at the time of such termination) between (1) the then-present value of the total Rent and other benefits that would have accrued to Landlord under this Lease for the remainder of the Term if Tenant had fully complied with the Lease minus (2) the then- present cash rental value of the Property as determined by Landlord for what would be the then- unexpired Term if the Lease remained in effect, computed using the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one (1) percentage point or (B) twelve (12) months (or such lesser number of months as may then be remaining in the Term) of Rent at the rate last payable by Tenant pursuant to this Lease, in either case as Landlord specifies in such election. Landlord and Tenant agree that the Election Amount represents a reasonable

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Exhibit 10.2*

forecast of the minimum damages expected to occur in the event of a breach, taking into account the uncertainty, time and cost of determining elements relevant to actual damages, such as fair market rent, time and costs that may be required to re-lease the Property, and other factors; and that the Election Amount is not a penalty. As used in item (i), above, the "worth at the time of award" shall be computed by allowing interest at the rate set forth in item (e), below, but in no case greater than the maximum amount of such interest permitted by law.

v.Intentionally Omitted.

vi.Nothing herein contained shall limit or prejudice the right of Landlord, in any bankruptcy or insolvency proceeding, to prove for and obtain as liquidated damages by reason of such termination an amount equal to the maximum allowed by any bankruptcy or insolvency proceedings, or to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law, whether such amount shall be greater or less than the excess referred to above.

vii.Nothing in this Section 13.04 shall be deemed to affect the right of either party to indemnifications pursuant to this Lease.

viii.If Default by Tenant shall occur in the keeping, observance or performance of any covenant, agreement, term, provision or condition herein contained, Landlord, without thereby waiving such Default, may perform the same for the account and at the expense of Tenant

(a)immediately or at any time thereafter and with only such notice, if any, as may be practicable under the circumstances in the case of an emergency or in case such Default will result in a violation of any legal or insurance requirements, or in the imposition of any lien against all or any portion of the Property not discharged, released or bonded over to Landlord's satisfaction by Tenant within the time period required pursuant to Section 7.04 of this Lease, and (b) in any other case if such Default continues after any applicable notice and cure period provided in Section

a.All reasonable costs and expenses incurred by Landlord in connection with any such performance by it for the account of Tenant and also all reasonable costs and expenses, including attorneys' fees and disbursements incurred by Landlord in any action or proceeding (including any summary dispossess proceeding) brought by Landlord to enforce any obligation of Tenant under this Lease and/or right of Landlord in or to the Property, shall be paid by Tenant to Landlord within twenty (20) days after demand (which demand shall include an invoice in reasonable detail).

ix.In the event that Tenant is in Default under this Lease, whether or not Landlord exercises its right to terminate or any other remedy, Tenant shall reimburse Landlord upon demand for any reasonable out of pocket costs and expenses that Landlord may incur in connection with any such breach or Default, as provided in this Section 13.04. Such costs shall include reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise. Tenant shall also indemnify Landlord and Landlord Indemnified Parties against and hold Landlord and Landlord Indemnified Parties harmless from all costs, expenses, demands and liability, including without limitation, legal fees and costs Landlord or any Landlord Indemnified Parties shall incur if Landlord or Landlord Indemnified Parties shall become or be made a party to any claim or action instituted by Tenant against any third party, by

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Exhibit 10.2*

any third party against Tenant or by or against any person holding any interest under or using the Property or any part thereof by sublease, license, or agreement with Tenant.

x. Except as otherwise provided in this Section 13.04, no right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other legal or equitable right or remedy given hereunder, or now or hereafter existing. No waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressly so made in writing by Landlord expressly waiving such provision.

xi. In the event of any default, breach or violation of Tenant's rights under this Lease by Landlord, Tenant's exclusive remedies shall be an action for specific performance or action for actual damages. Without limiting any other waiver by Tenant which may be contained in this Lease, Tenant hereby waives the benefit of any law granting it the right to perform Landlord's obligation, or the right to terminate this Lease on account of any Landlord default.

ARTICLE FOURTEEN - PROTECTION OF LENDERS

a.Subordination. Landlord shall have the option to subordinate this Lease to any ground lease, deed of trust or mortgage encumbering the Property, any advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded (each, a "Mortgage"), provided that the holder thereof enters into an agreement with Tenant in in a customary and reasonable form, by the terms of which such holder will agree, provided Tenant is not in Default under this Lease, to recognize the rights of Tenant under this Lease and accept Tenant as tenant of the Property under the terms and conditions of this Lease in the event of acquisition of title by such holder through foreclosure proceedings or otherwise and Tenant will agree to recognize the holder of such mortgage as Landlord. Such agreement shall expressly bind and inure to the benefit of the permitted successors and assigns of Tenant and of the holder and upon anyone purchasing the Property at any foreclosure sale. If any ground lessor, beneficiary or holder of a Mortgage elects to have this Lease prior to the lien of its Mortgage and gives written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage whether this Lease is dated prior or subsequent to the date of said Mortgage or the date of recording thereof.

b.Estoppel Certificates. Within ten (10) business days after Landlord's request, Tenant shall execute, acknowledge and deliver to Landlord a written statement certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how they have been changed); (ii) that this Lease has not been canceled or terminated; (iii) the last date of payment of any Additional Rent and Extended Term Monthly Base Rent (if applicable) and the time period covered by such payment (if applicable); (iv) that to Tenant's knowledge Landlord is not in default under this Lease (or if Landlord is claimed to be in default, setting forth such default in reasonable detail); and (v) such other information with respect to Tenant or this Lease as Landlord may reasonably request or which any prospective purchaser or encumbrancer of the Property may reasonably require. Landlord may deliver any such statement by Tenant to any prospective purchaser or encumbrancer of the Property, and such purchaser or encumbrancer may rely conclusively upon such statement as true and correct.

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Exhibit 10.2*

ARTICLE FIFTEEN - LANDLORD LIABILITY

a. Landlord Liability. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR (AND TENANT AND EACH SUCH OTHER PERSON ASSUME ALL RISK OF) LOSS, DAMAGE OR INJURY, TO: TENANT AND TENANT'S PERSONAL PROPERTY OF EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, PRODUCTS, SUPPLIES, SPECIMENS, SAMPLES, AND/OR BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE PROPERTY AND ANY AND ALL INCOME DERIVED OR DERIVABLE THEREFROM, UNLESS CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ITS EMPLOYEES, AGENTS OR CONTRACTORS; (B) THERE SHALL BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE PROPERTY OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF AND ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD'S INTEREST IN THE PROPERTY OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST ANY OF LANDLORD'S OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, AGENTS OR CONTRACTORS. NOTWITHSTANDING

ANYTHING TO THE CONTRARY IN THIS LEASE, UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF LANDLORD'S OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, AGENTS OR CONTRACTORS BE LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION FOR INJURY TO TENANT'S BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT THEREFROM.

ARTICLE SIXTEEN - MISCELLANEOUS PROVISIONS

a.Landlord's Liability; Certain Duties.

i.Bind and Inure; Limitation of Landlord's Liability. The obligations of this Lease shall run with the land, and this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the terms and conditions of Article 12. No owner of the Property shall be liable under this Lease except for breaches of Landlord's obligations occurring while owner of the Property.

ii.Notice. Tenant shall give written notice of any failure by Landlord to perform any of its obligations under this Lease to Landlord and to any holder of a Mortgage encumbering the Property whose name and address shall have been furnished to Tenant. Landlord shall not be in default under this Lease unless Landlord (or such holder of a Mortgage) shall fail to cure such

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Exhibit 10.2*

non-performance within thirty (30) days after receipt of Tenant's notice. However, if such non-performance shall reasonably require more than thirty (30) days to cure, Landlord shall not be in default if such cure shall be commenced within such thirty (30) day period and thereafter diligently pursued to completion.

b.Severability. A determination by a court of competent jurisdiction that any provision of this Lease or any part thereof is illegal or unenforceable shall not cancel or invalidate the remainder of such provision of this Lease, which shall remain in full force and effect.

c.Interpretation. The captions of the Articles or Sections of this Lease are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. This Lease shall not, and nothing contained herein, shall create a partnership or other joint venture between Landlord and Tenant.

d.Notices. All notices, requests and other communications required or permitted under this Lease shall be in writing and shall be personally delivered or sent by certified mail, return receipt requested, postage prepaid or by a national overnight delivery service which maintains delivery records. Notices to Tenant shall be delivered to the Address of Tenant for Notices. Notices to Landlord shall be delivered to the Address of Landlord for Notices. All notices shall be effective upon delivery (or refusal to accept delivery). Either party may change its notice address upon written notice to the other party.

e.Waivers. All waivers shall be in writing and signed by the waiving party. Landlord's failure to enforce any provision of this Lease or its acceptance of Additional Rent, Extended Term Monthly Base Rent (if applicable), or other sums shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the future.

f.Costs of Landlord's Consent. Tenant shall pay Landlord's reasonable fees and expenses, including, without limitation, legal, engineering and other consultants' fees and expenses, incurred in connection with Tenant's request for Landlord's consent under Article 12, or in connection with any other act by Tenant which requires Landlord's consent or approval under this Lease.

g.No Recordation. Tenant shall not record this Lease or any notice or memorandum thereof.

h.Binding Effect; Choice of Law. This Lease shall bind any party who shall legally acquire any rights or interest in this Lease from Landlord or Tenant, provided that Landlord shall have no obligation to Tenant's successor unless the rights or interests of Tenant's successor are acquired in accordance with the terms of this Lease. This Lease shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. No conflicts of law rules of any state or country (including, without limitation, Massachusetts conflicts of law rules) shall be applied to result in the application of any substantive or procedural laws of any

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Exhibit 10.2*

state or country other than Massachusetts. All controversies, claims, actions or causes of action arising between the parties hereto and/or their respective successors and assigns, shall be brought, heard and adjudicated by the courts of the Commonwealth of Massachusetts, with venue in the county in which the Property is located. Each of the parties hereto hereby consents to personal jurisdiction by the courts of the Commonwealth of Massachusetts in connection with any such controversy, claim, action or cause of action, and each of the parties hereto consents to service of process by any means authorized by Massachusetts law and consent to the enforcement of any judgment so obtained in the courts of the Commonwealth of Massachusetts on the same terms and conditions as if such controversy, claim, action or cause of action had been originally heard and adjudicated to a final judgment in such courts. Each of the parties hereto further acknowledges that the laws and courts of the Commonwealth of Massachusetts were freely and voluntarily chosen to govern this Lease and to adjudicate any claims or disputes hereunder

i.Force Majeure.

i.If Landlord cannot perform any of its obligations due to events beyond Landlord's reasonable control, the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond Landlord's reasonable control include, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regulation or restriction, pandemic and weather conditions.

ii.If Tenant cannot perform any of its obligations due to events beyond Tenant's reasonable control, the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond Tenant's reasonable control include, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regulation or restriction, pandemic and weather conditions. This provision shall not apply to Tenant's obligations to pay Additional Rent or Extended Term Monthly Base Rent (if applicable), or to surrender the Property as herein provided upon expiration or earlier termination of the Lease.

j.Execution of Lease. The parties acknowledge and agree that (a) this Lease may be executed in counterparts each of which shall be deemed an original, and all of which shall be deemed one and the same instrument and (b) an electronic signature on this Lease shall be deemed to have the full effect of an original signature (each party hereby agreeing, however, to provide to the other party an original signature to this Lease upon the other party's written request therefor).

k.Survival. All representations and warranties of Landlord and Tenant, all obligations of Tenant to pay Additional Rent and Extended Term Monthly Base Rent, and all obligations expressly stated herein to survive, shall survive the expiration or earlier termination of this Lease.

l.Limitation of Warranties. Landlord and Tenant expressly agree that there are and shall be no implied warranties of merchantability, habitability, suitability, fitness for a particular purpose or of any other kind arising out of this Lease, and there are no warranties except as may

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Exhibit 10.2*

be expressly set forth in this Lease. Without limiting the generality of the foregoing, Tenant expressly acknowledges that Landlord has made no warranties or representations concerning any hazardous materials or other environmental matters affecting any part of the Property or any condition of, in, on or under the Property, and Landlord hereby expressly disclaims and Tenant waives any express or implied warranties with respect to any such matters.

m.Limitations on Interest. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord's and Tenant's express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

n.OFAC.

i.Tenant and, to Tenant's actual knowledge, all beneficial owners of Tenant, are currently (i) in compliance with, and shall at all times during the Term remain in compliance with, the regulations of the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the "OFAC Rules"), (ii) not listed on, and shall not during the Term be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation, and (iii) not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.

ii.Landlord and, to Landlord's actual knowledge, all beneficial owners of Landlord are currently (i) in compliance with, and shall at all times during the Term remain in compliance with, the regulations of OFAC and the OFAC Rules, (ii) not listed on, and shall not during the Term be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation, and

(iii)not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.

o.Incorporation by Reference. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. If there is any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.

p.No Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the amount of Additional Rent or Extended Term Monthly Base Rent (if applicable) then due will be other than on account of the earliest stipulated Additional Rent, nor

-35-

Exhibit 10.2*

will any endorsement or statement on any check or letter accompanying a check for payment of any Additional Rent or Extended Term Monthly Base Rent be an accord and satisfaction or be binding on Landlord. Without being bound by or to the conditions of any such statement, Landlord may accept such check or payment and negotiate such check without prejudice to Landlord's right to recover the balance of such Additional Rent or Extended Term Monthly Base Rent or to pursue any other remedy provided in this Lease.

q.No Brokers. Landlord and Tenant each represent and warrant to the other that no agent, broker, finder or other party with whom Landlord or Tenant has dealt is entitled to any commission or fee in connection this Lease. Each party agrees to indemnify and hold the other harmless from any and all claims, demands, costs and liabilities, including, without limitation, attorneys' fees and expenses, asserted by any party based upon dealings of that party with either Landlord or Tenant as broker, finder, agent or otherwise.

r.Independent Covenants. Tenant hereby acknowledges and agrees that the obligations of Tenant and Landlord hereunder shall be separate and independent covenants.

s.AULs. Tenant acknowledges that portions of the Property are subject to certain Activity and Use Limitations (the "AULs") pursuant to the terms of Massachusetts General Laws Chapter 21E, as more particularly set forth in Exhibit C attached hereto.

IN WITNESS WHEREOF, the undersigned Landlord and Tenant have caused this Lease to be duly executed by their duly authorized representatives as a sealed Massachusetts instrument as of the date first above written.

LANDLORD: IQHQ-ALEWIFE, LLC,

a Delaware limited liability company

By: /s/ Stephen A. Rosetta

Name: Stephen A. Rosetta

Title: Chief Executive Officer

TENANT: GCP APPLIED TECHNOLOGIES, INC.,

a Delaware corporation

By: /s/ Craig A. Merrill

Name: Craig A. Merrill

Title: Vice President and Interim CFO

-36-

Exhibit 10.2*

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

TRACT I: 53-59 Whittemore Avenue (Recorded Land)

That certain parcel of land located on Whittemore Avenue, in Cambridge, Middlesex County, Massachusetts, more particularly bounded and described as follows:

Beginning at the point of intersection of the Northerly sideline of Whittemore Avenue and the Easterly sideline of Harrison Avenue;

Thence running N 00°-53'-30" W by the Easterly sideline of Harrison Avenue one hundred twenty-eight and seventy-three hundredths (128.73) feet to a point, said point being the Southwesterly

corner of land now or formerly of Cornelius and Nora A. Sweeney;

Thence turning and running N 89°-06'-30" E by land now or formerly of said Cornelius and Nora A. Sweeney one hundred ten and no hundredths (110.00) feet to a point, said point being the Northwesterly corner of land now or formerly of Jay W. and Virginia Milliken;

Thence turning and running S 00°-52'-28" E by land now or formerly of said Jay W. and Virginia Milliken thirty-nine and thirty-five hundredths (39.35) feet to a point, said point being the Southwesterly corner of land now or formerly of said Jay W. and Virginia Milliken;

Thence turning and running N 85°-22'-30" W by land now or formerly of Joanne R. Taylor twenty-two and no hundredths (22.00) feet to a point, said point being the Northwesterly corner of land now or formerly of said Joanne R. Taylor;

Thence turning and running S 00°-53'-30" E by land now or formerly of said Joanne R. Taylor one hundred and no hundredths (100.00) feet to a point on the Northerly sideline of Whittemore Avenue;

Thence turning and running N 85°-22'-30" W by said Northerly sideline of Whittemore Avenue eighty-eight and fifty hundredths (88.50) feet to the point of beginning.

TRACT II: 65-85 Whittemore Avenue (Registered Land)

That certain parcel of land situate in Cambridge in the County of Middlesex and the Commonwealth of Massachusetts, bounded and described as follows:

Westerly by the Easterly line of Kimball Street, one hundred and fifty feet;

Northerly by Lot C1 as shown on plan hereinafter mentioned, one hundred and ten feet; Easterly sixty and 59/100 feet;

Northerly twenty-one and 99/100 fee; and

Easterly one hundred feet, all by land now or formerly of Hugh L. Cameron; and

EXHIBIT A

-1-

Exhibit 10.2*

Southerly by the Northerly line of Whittemore Avenue, one hundred thirty-two and 50/100 feet. Said parcel is shown as Lot C2 on said plan.

Deeds for the South Registry District of Middlesex County in Registration Book 148, Page 117, with Certificate 22070, Plan No. 5236E.

Also, another certain parcel of land situated in said Cambridge, bounded and described as follows: Southerly by Whittemore Avenue, eighty-eight and 50/100 feet;

Westerly one hundred feet;

Southerly twenty-one and 99/100 feet;

Westerly thirty-nine and 40/100 feet, by land now or formerly of Rebecca E. Penney et al; Northerly by Lot B as shown on plan hereinafter mentioned, one hundred nine and 97/100 feet; and Easterly by Harrison Avenue, one hundred and fifty feet.

Said parcel is shown as Lot A on said plan.

All of said boundaries are determined by the Court to be located as shown on a subdivision plan, as approved by the Court, filed in the Land Registration Office, a copy of which is filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration Book 132, Page 405, with Certificate 19710, Plan No. 9944B.

TRACT III: 91-99 Whittemore Avenue (Registered and Unregistered Land)

That certain parcel of land located on Whittemore Avenue, in Cambridge, Middlesex County, Massachusetts, more particularly bounded and described as follows:

Beginning at the point of intersection of the Northerly sideline of Whittemore Avenue and the Westerly sideline of Kimball Street;

Thence running N 85°-22'-30" W by the Northerly sideline of said Whittemore Avenue eighty-eight and no hundredths (88.00) feet to a point, said point being the Southeasterly corner of land now or formerly of Gerard Lefebvre;

Thence turning and running N 00°-52'-30" W by land now or formerly of said Gerard Lefebvre one hundred and no hundredths (100.00) feet to a point;

Thence turning and running S 85°-22'-30" E by land now or formerly of Owen Frank McCall two and sixty-one hundredths (2.61) feet to a point;

Thence turning and running N 00°-52 '-47" W by two separate parcels of land now or formerly of said Owen Frank McCall thirty-six and eighty-three hundredths (36.83) feet to a point;

EXHIBIT A

-2-

Exhibit 10.2*

Thence turning and running S 89°-11'-53" E still by land now or formerly of said Owen Frank McCall eighty-five and no hundredths (85.00) feet to a point on the Westerly sideline of Kimball Street, said

point being the Southeasterly corner of land now or formerly of said Owen Frank McCall;

Thence turning and running S 00°-52'-30" E by said Westerly sideline of Kimball Street one hundred forty-four and ninety hundredths (144.90) feet to the point of beginning.

Being shown as "W.R. Grace & Co., Area =12,233 Sq. Ft." on Sheet 2 of a plan entitled "Plan of Land

in Cambridge Massachusetts," dated November 16, 1989, prepared by HMM Engineers Inc., which plan is recorded with Middlesex County South District Registry of Deeds as Plan No. 1410 of 1989, in Book 20290, Page 159.

The above-described premises include the following lots of registered land, to wit: Lot B1 as shown on Land Court Plan 5236F, and

Lot 28 as shown on Land Court Plan 5236G.

TRACT IV: 115-119 Whittemore Avenue (Registered Land)

Those certain parcels of land situate in Cambridge in the County of Middlesex and the Commonwealth of Massachusetts shown as Lots 51 and 52 on Land Court Plan 5236O.

TRACT V: 36-124 Whittemore Avenue (Registered and Unregistered Land)

That certain parcel of land located on Whittemore Avenue, in Cambridge, Middlesex County, Massachusetts, more particularly bounded and described as follows:

Beginning at a point on the Southerly sideline of Whittemore Avenue, said beginning point being S85°-22'-30"E two hundred and eighty-two and ten hundredths (282.10) feet from the point of intersection of the Southerly sideline of said Whittemore Avenue and the Easterly sideline of Alewife Brook Parkway;

Thence running S85°-22'-30"E by said Southerly sideline of Whittemore Avenue nine hundred sixty and sixty-six hundredths (960.66) feet to a point;

Thence turning and running S04°-37'-30"W by land now or formerly of Edward Norberg one hundred and no hundredths (100.00) feet to a point, said point being the Southwesterly corner of land now or formerly of said Edward Norberg;

Thence turning and running S85°-22'-30"E still by land now or formerly of said Edward Norberg ninety-nine and sixty-two hundredths (99.62) feet to a point;

Thence turning and running S32°-37'-22"W by land now or formerly of the MBTA seventy-three and sixty hundredths (73.60) feet to a point;

Thence turning and running by a curve to the left of one thousand sixty-two and eight-six hundredths (1062.86) feet radius by land now or formerly of the MBTA eighty-five and one hundredth (85.01)

feet to a point of compound curvature;

EXHIBIT A

-3-

Exhibit 10.2*

Thence running by a curve to the left of one thousand nine hundred forty-three and eight hundredths (1,943.08) feet radius by land now or formerly of said MBTA two hundred twenty-eight and twenty-seven hundredths (228.27) feet to a point of tangency;

Thence running S73°-42'-26"W still by land now or formerly of said MBTA twenty-six and eighty-five hundredths (26.85) feet to a point;

Thence turning and running S07°-28'-35"W still by land now or formerly of said MBTA seventy-nine and thirty-five hundredths (79.35) feet to a point on the Northerly sideline of Harvey Street;

Thence turning and running N85°-23'-35"W by said Northerly sideline of Harvey Street fifty-one and ninety-two hundredths (51.92) feet to a point, said point being at the terminus of Harvey Street;

Thence turning and running S04°-36-25"W by said terminus of Harvey Street thirty and no hundredths (30.00) feet to a point;

Thence running S85°-23'-35"E by the Southerly sideline of Harvey Street fifty-one and eighteen hundredths (51.18) feet to a point;

Thence turning and running S07°-28'35"W by land now or formerly of the MBTA and by land now or formerly of the City of Cambridge one hundred eighty-six and ninety-nine hundredths (186.99) feet to a point;

Thence turning and running S88°-24'-25"W by other land now or formerly of said City of Cambridge (Russell field) one hundred fifty-three and sixty hundredths (153.60) feet to a point;

Thence turning and running S73°-36'-56"W still by land now or formerly of said City of Cambridge (Russell Field) two hundred six and thirty-nine hundredths (206.39) feet to a point;

Thence turning and running N10°-25'-01"W by land now or formerly of Alewife Land Corporation two hundred thirty-four and nine hundredths (234.09) feet to a point;

Thence turning and running N10°-25'-00"W twenty-one and ninety-four hundredths (21.94) feet to a point;

Thence turning and running N03°-51'-56"E two hundred fifty-six and fifty-one hundredths (256.51) feet to a point;

Thence turning and running N85°-01'-50"W two hundred sixty-eight and ninety-two, hundredths (268.92) feet to a point;

Thence turning and running N04°-37'-43"E still by land now or formerly of said Alewife Land Corporation one hundred forty-two and eighty-seven hundredths (142.87) to the point of beginning.

Being shown as "W.R. Grace & Co., Area = 345,418± Sq. Ft. (7.930 Acres)" on Sheet 1 of a plan entitled "Plan of Land in Cambridge Massachusetts," dated November 16, 1989, prepared by HMM Engineers Inc., which plan is recorded with Middlesex County South District Registry of Deeds as Plan No. 1410 of 1989, in Book 20290, Page 159.

The above-described premises include the following lots of registered land, to wit: Lots 47 and 49 as shown on Land Court Plan 5236N;

Lots 24 and 25 as shown on Land Court Plan 5236G; Lot 19 as shown on Land Court Plan 24288D;

EXHIBIT A

-4-

Exhibit 10.2*

Lot F as shown on Land Court Plan 5236D; Land shown on Land Court Plan 16059A; Land shown on Land Court Plan 16108A;

Lots B, C and D as shown on Land Court Plan 6151B; and Lot A as shown on Land Court Plan 6151B.

TRACT VI: 1R -3R Alewife Brook Parkway Parcel 1 (Registered and Unregistered Land)

That certain parcel of land located in Cambridge, Middlesex County, Massachusetts, shown as "W.R. Grace & Co., Area =9.824± Acres" on a plan entitled "Plan of Land in Cambridge, Massachusetts," dated January 14, 1988, prepared by HMM Engineers Inc., recorded with Middlesex South District Registry of Deeds as Plan No. 625 of 1989, in Book 19877, Page 518, and more particularly bounded

and described as follows:

Beginning at a point on the Easterly sideline of Alewife Brook Parkway, said beginning point being on the Southerly boundary of land now or formerly of Alewife Land Corporation as shown on said plan;

Thence running S 85°-36'-19" E by said land now or formerly of Alewife Land Corporation fifty-nine and fifty-nine hundredths (59.59) feet to a point;

Thence turning and running S 85°-35'-45" E still by said land now or formerly of Alewife Land Corporation four hundred fifty-seven and thirty-nine hundredths (457.39) feet to a point;

Thence turning and running S 02°-01'-14" E by land now or formerly of the City of Cambridge four hundred twenty-nine and thirty-eight hundredths (429.38) feet to a point;

Thence turning and running S 34°-20'-46" E one hundred sixty-six and seventeen hundredths (166.17) feet to a point;

Thence turning and running S 81°-46'-40" E seventeen and sixty-five hundredths (17.65) feet to a point;

Thence turning and running S 00°-52'-34" E eighty-one and forty-four hundredths (81.44) feet to a point;

Thence turning and running S 31°-49'-27" E twenty-nine and forty-eight hundredths (29.48) feet to a point;

Thence turning and running S 04°-31'-52" W one hundred and ninety-six hundredths (100.96) feet to a point;

Thence turning and running N 84°-52'-23" W one hundred thirteen and six hundredths (113.06) feet to a point;

Thence turning and running S 37°-14'-02" W nineteen and sixty-three hundredths (19.63) feet to a point;

Thence turning and running S 06°-05'-52" E still by land now or formerly of said City of Cambridge two hundred fifty-six and twenty-three hundredths (256.23) feet to a point on the Northerly sideline of Rindge Avenue;

EXHIBIT A

-5-

Exhibit 10.2*

Thence turning and running N 83°-19'-53" W by said Northerly sideline of Rindge Avenue two hundred forty-eight and thirty-six hundredths (248.36) feet to an angle point.

Thence turning and running N 06°-40'-07" E ten and no hundredths (100.00) feet to an angle point;

Thence turning and running N 75°-55'-07" W by said Northerly sideline of Rindge Avenue seventy-seven and fifty-one hundredths (77.51) feet to an angle point;

Thence turning and running N 83°-19'-53" W still by said Northerly sideline of Rindge Avenue sixty and no hundredths (60.00) feet to a point;

Thence turning and running N 01°-21'-07" E by two parcels of land now or formerly of Lehigh Investment Trust five hundred sixteen and seventy-eight hundredths (516.78) feet to a point;

Thence turning and running N 77°-26'-19" W still by land now or formerly of said Lehigh Investment Trust one hundred fifty-one and forty-three hundredths (151.43) feet to a point;

Thence turning and running by a curve to the left of eight thousand, six hundred thirty-one and seventy-nine hundredths (8,631.79) radius still by land now or formerly of said Lehigh Investment Trust one hundred twenty-four and seventy-four hundredths (124.74) feet to a point on the Easterly sideline of Alewife Brook Parkway;

Thence turning and running N 89°-37'-29" E by land now or formerly of the Massachusetts Bay Transportation Authority two hundred six and no hundredths (206.00) feet to a point;

Thence turning and running N 56°-29'-35" E sixty-six and ninety-seven hundredths (66.97) feet to a point;

Thence turning and running N 00°-22'-31" W ninety-three and seventy-three one hundredths (93.73) feet to a point;

Thence turning and running S 89°-37'-29" W still by land now or formerly of said Massachusetts Bay Transportation Authority two hundred sixty-nine and sixty hundredths (269.60) feet to a point on the Easterly sideline of Alewife Brook Parkway;

Thence turning and running N 11°-45'-03" W by said Easterly sideline of Alewife Brook Parkway two hundred six and ninety hundredths (206.90) feet to an angle point;

Thence turning and running N 73°-42'-27" E still by said Easterly sideline of Alewife Brook Parkway fifteen and no hundredths (15.00) feet to the point of beginning.

The above described premises include the following lots of registered land, to wit: Lots A and B as shown on Land Court Plan 5524B;

Lot 3 as shown on Land Court Plan 18496B;

Lot 5 as shown on Land Court Plan 18496C; and Lot 18 as shown on Land Court Plan 24288D.

There is excepted and excluded from the above described land Lot 1 shown on Plan No. 5524C filed in Registration Book 663, Page 178.

Parcel 2: (Registered and Unregistered Land)

EXHIBIT A

-6-

Exhibit 10.2*

That certain parcel of land (in part registered and in part unregistered) located on Whittemore Avenue in Cambridge, Middlesex County, Massachusetts shown as "Parcel B, Area = 291,407± S.F.,

6.690 Acres" on a plan entitled "Plan of Land Owned by Alewife Land Corporation, 1 Alewife Center, Cambridge, Massachusetts," dated October, 1999, by URS Greiner Woodward-Clyde, Inc. recorded with Middlesex South District Registry of Deeds as Plan No. 1218 of 1999 in Book 30804, Page 571, and more particularly bounded and described as follows:

Beginning at a point on the Easterly sideline of Alewife Brook Parkway, said beginning point being the Southwesterly corner of said parcel;

Thence running N 14°-06'-09" W by said Easterly sideline of Alewife Brook Parkway three hundred ten and ninety-two hundredths (310.92) feet to a point;

Thence turning and running by a curve to the right having a radius of six hundred twenty-seven and seventy-four hundredths (627.74) feet, three hundred fifteen and seventy-one hundredths (315.71) feet to a point at the Westerly boundary of "Parcel A" as shown on said plan;

Thence turning and running by a curve to the left having a radius of one hundred twenty-five and no hundredths (125.00) feet still by said Parcel A, one hundred one and forty-eight hundredths (101.48) feet to a point;

Thence turning and running by a curve to the left having a radius of one thousand, nine hundred fifty-one and twenty-five hundredths (1,951.25) feet still by said Parcel A, two hundred forty-eight

and fourteen hundredths (248.14) feet to a point;

Thence turning and running N 04°-38'-21" E still by said Parcel A, six and seventy-one hundredths (6.71) feet to a point;

Thence turning and running N 88°-16'-09" E still by said Parcel A, eight and eighty-four hundredths (8.84) feet to a point;

Thence turning and running N 04°-37'-30" E still by said Parcel A, thirty-one and ninety-four hundredths (31.94) feet to a point on the Easterly boundary of said Parcel A;

Thence turning and running S 85°-01'-50" E by land now or formerly of W.R. Grace & Co.-Conn., two hundred sixty-eight and ninety-two hundredths (268.92) feet to a point;

Thence turning and running S 03°-51'-56" W by said land now or formerly of W.R. Grade & Co.- Conn., two hundred fifty-six and fifty-one hundredths (256.5l) feet to a point;

Thence turning and running S 10°-25'-00" E by said land now or formerly of W.R. Grace & Co.-Conn., twenty-one and ninety-four hundredths (21.94) feet to a point;

Thence turning and running S 10°-10'-01" E by said land now or formerly of W.R. Grace & Co.-Conn., two hundred thirty-four and nine hundredths (234.09) feet to a point on the Northerly boundary of

land now or formerly of the City of Cambridge;

Thence turning and running S 73°-36'-56" W by said land now or formerly of the City of Cambridge, five and no hundredths (5.00) feet to a point;

Thence turning and running S 02°-01'-14" E by said land now or formerly of the City of Cambridge, thirty-three and thirty-six hundredths (33.36) feet to a point on the Northerly boundary of land now or formerly of Alewife Land Corporation;

EXHIBIT A

-7-

Exhibit 10.2*

Thence turning and running N 85°-35'-45" W by said land now or formerly of Alewife Land Corporation, four hundred fifty-seven and thirty-nine hundredths (457.39) feet to a point;

Thence turning and running N 85°-36'-19" W by said land now or formerly of Alewife Land Corporation, fifty-nine and fifty-nine hundredths (59.59) feet to the point of beginning.

The above described premises include the following lots of registered land, to wit: Lots 53 and 54 as shown on Land Court Plan 5236P;

Lot 17 as shown on Land Court Plan 24288D; and Lot 4 as shown on Land Court Plan 18496C.

Parcel 3: (Registered Land)

That certain parcel of land in Cambridge, Middlesex County, Massachusetts, bounded and described as follows:

Southerly by the northerly line of Rindge Avenue, and

Southwesterly by land now or formerly of Commonwealth of Massachusetts, Metropolitan District Commission-Parks Division (Alewife Brook Parkway), by three lines measuring together, two hundred fifty-nine and 30/100 feet;

Westerly by said Commonwealth of Massachusetts land, one hundred forty-three and 26/100 feet; Northerly by lot 4 as shown on plan hereinafter mentioned, one hundred eighty-two and 24/100 feet;

and

Easterly by land now or formerly of Joseph Campbell Thompson, two hundred eighty-four and 91/100 feet.

Said parcel is shown as lot 3 on said plan (Plan No. 23209B).

Parcel 4: (Registered Land)

That certain parcel of land in Cambridge, Middlesex County, Massachusetts, bounded and described as follows:

Westerly, three hundred twenty-nine and 11/100 feet, and

Northwesterly, fifty-one and 91/100 feet, by land now or formerly of Commonwealth of Massachusetts, Metropolitan District Commission-Parks Division (Alewife Brook Parkway);

Easterly, eighty-three and 75/100 feet, and

Northeasterly, one hundred fifty-one and 43/100 feet, by land now or formerly of Dewey and Almy Chemical Co.;

EXHIBIT A

-8-

Exhibit 10.2*

Easterly by land now or formerly of Joseph Campbell Thompson, two hundred thirty-one and 87/100 feet; and

Southerly by lot 3 as shown on plan hereinafter mentioned, one hundred eighty-two and 24/100 feet. Said parcel is shown as lot 4 on said plan, (Plan No. 23209B).

EXHIBIT B CRITICAL AREAS

EXHIBIT A

-9-

Exhibit 10.2*

Exhibit 10.2*

EXHIBIT C

ACTIVITY AND USE LIMITATIONS

1.Notice of Activity and Use Limitations by W.R. Grace & Co.-Conn, dated February 16, 2006, recorded in the Middlesex South District Registry of Deeds (the “Registry”) in Book 47069, Page 293 and filed with the Middlesex South Registry District of the Land Court (the “Land Court”) as Document No. 1404318;

2.Notice of Activity and Use Limitation by Alewife Land Corporation dated February 16, 2006, recorded in the Registry in Book 47069, Page 191 and filed with the Land Court as Document No. 1404322; and

3.Notice of Activity and Use Limitation by Alewife Land Corporation dated February 16, 2006 and filed with the Land Court as Document No. 1404320.

As used above, "recorded" means recorded with the Middlesex County South Registry of Deeds and "filed" means filed with the Middlesex County South Registry District of the Land Court

EXHIBIT C

-1-

Exhibit 10.2*

EXHIBIT D ENVIRONMENTAL QUESTIONNAIRE

ENVIRONMENTAL QUESTIONNAIRE

FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

Tenant Name: Lease Address:

Lease Type (check correct box – right click to properties):  Primary Lease/Lessee

Sublease from:

Instructions: The following questionnaire is to be completed by the Lessee representative with knowledge of the planned operations for the specified building/location. Please print clearly and attach additional sheets as necessary.

1.0 PROCESS INFORMATION

Describe planned site use, including a brief description of manufacturing processes and/or pilot plants planned for this site, if any.

a.HAZARDOUS MATERIALS – OTHER THAN WASTE

Will (or are) non-waste hazardous materials be/being used or stored at this site? If so, continue with the next question. If not, go to Section 3.0.

b.Are any of the following materials handled on the Property?  Yes  No

[A material is handled if it is used, generated, processed, produced, packaged, treated, stored, emitted, discharged, or disposed.] If YES, check (right click to properties) the applicable correct Fire Code hazard categories below.

2-2. For all materials checked in Section 2.1 above, please list the specific material(s), use(s), and quantities of each used or stored on the site in the table below; or attach a separate inventory. NOTE: If proprietary, the constituents need not be named but the hazard information and volumes are required.

EXHIBIT D

-1-

Exhibit 10.2*

Material/ Chemical

Physical State (Solid, Liquid, or Gas)

Container Size

Number of Containers Used & Stored

Total Quantity

Units (pounds for solids, gallons or liters for liquids, &

cubic feet for gases)

2-3. Describe the planned storage area location(s) for the materials in Section 2-2 above. Include site maps and drawings as appropriate.

2-4. Other hazardous materials. Check below (right click to properties) if applicable. NOTE: If either of the latter two are checked (BSL-3 and/or radioisotope/radiation), be advised that not all lease

locations/cities or lease agreements allow these hazards; and if either of these hazards are planned, additional information will be required with copies of oversight agency authorizations/licenses as they become available.

a.HAZARDOUS WASTE (i.e., REGULATED CHEMICAL WASTE)

EXHIBIT D

-2-

Exhibit 10.2*

Are (or will) hazardous wastes (be) generated?  Yes  No

If YES, continue with the next question. If not, skip this section and go to section 4.0.

3.1Are or will any of the following hazardous (CHEMICAL) wastes generated, handled, or disposed of (where applicable and allowed) on the property?

3-2. List and estimate the quantities of hazardous waste identified in Question 3-1 above.

HAZARDOUS (CHEMICAL) WASTE GENERATED

SOURCE

WASTE TYPE

APPROX. MONTHLY QUANTITY

with units

DISPOSITION [e.g., off-

site landfill,incineration, fuel blending scrap metal; wastewater neutralization

(onsite or off-site)]

RCRA

listed (federal)

Non-RCRA

(California ONLY or recycle)

3-3. Waste characterization by: Process knowledge  EPA lab analysis  Both 

3-4. Please include name, location, and permit number (e.g. EPA ID No.) for transporter and disposal facility if applicable. Attach separate pages as necessary. If not yet known, write "TBD."


Hazardous Waste Transporter/Disposal Facility Name	Facility Location	Transporter (T) or Disposal (D) Facility	Permit Number

3-5. Are pollution controls or monitoring employed in the process to prevent or minimize the release of wastes into the environment? NOTE: This does NOT mean fume hoods; examples include air scrubbers, cyclones, carbon or HEPA filters at building exhaust fans, sedimentation tanks, pH neutralization systems for wastewater, etc.

Yes  No

If YES, please list/describe:

4.0 OTHER REGULATED WASTE (i.e., REGULATED BIOLOGICAL WASTE, referred to as "Medical Waste" in California)

4-1. Will (or do) you generate medical waste?  Yes  No If NO, skip to Section 5.0.

4-2. Check the types of waste that will be generated, all of which fall under the California Medical Waste Act:

__Contaminated sharps (i.e. if contaminated with >= Risk Group 2 materials)

__Red bag bio hazardous waste (i.e. with >= Risk Group 2 materials ) for autoclaving

__Animal carcasses

__Human or non-human primate blood, tissues, etc. *e.g. clinical specimens)

EXHIBIT D

-3-

Exhibit 10.2*

__Pathology waste known or suspected to be contaminated with >= Risk Group 2 pathogens)

__Trace Chemotherapeutic Waste and/or Pharmaceutical waste NOT otherwise regulated __as RCRA chemical waste

4-3. What vendor will be used for off-site autoclaving and/or incineration?

4-5. Do you have a Medical Waste Permit for this site?  Yes  No, not required.

No, but an application will be submitted.

5.0 UNDERGROUND STORAGE TANKS (USTS) & ABOVEGROUND STORAGE TANKS (ASTS)

5-1. Are underground storage tanks (USTs), aboveground storage tanks (ASTs), or associated pipelines used for the storage of petroleum products, chemicals, or liquid wastes present on site (lease renewals) or required for planned operations (new tenants)?  Yes  No

NOTE: If you will have your own diesel emergency power generator, then you will have at least one AST! [NOTE: If a backup generator services multiple tenants, then the landlord usually handles the permits.]

If NO, skip to section 6.0. If YES, please describe capacity, contents, age, type of the USTs or ASTs, as well any associated leak detection/spill prevention measures. Please attach additional pages if necessary.

UST or AST

Capacity (gallons)

Year Installe

Type (Steel, Fiberglass, etc.)

Associated Leak Detection / Spill

*NOTE: The following are examples of leak detection / spill prevention measures: integrity testing, inventory reconciliation, leak detection system, overfill spill protection, secondary containment, cathodic protection.

5-2. Please provide copies of written tank integrity test results and/or monitoring documentation, if available.

5-3. Is the UST/AST registered and permitted with the appropriate regulatory agencies?  Yes 

No, not yet

If YES, please attach a copy of the required permit(s). See Section 7-1 for the oversight agencies that issue permits, with the exception of those for diesel emergency power generators which are permitted by the local Air Quality District (Bay Area Air Quality Management District = BAAQMD; or San Diego Air Pollution Control District = San Diego APCD).

EXHIBIT D

-4-

Exhibit 10.2*

5-4. If this Questionnaire is being completed for a lease renewal, and if any of the USTs/ASTs have leaked, please state the substance released, the media(s) impacted (e.g., soil, water, asphalt, etc.), the actions taken, and all remedial responses to the incident.

5-5. If this Questionnaire is being completed for a lease renewal, have USTs/ASTs been removed from the Property?

Yes  No

If YES, please provide any official closure letters or reports and supporting documentation (e.g., analytical test results, remediation report results, etc.).

5-6. For Lease renewals, are there any above or below ground pipelines on site used to transfer chemicals or wastes?

Yes  No

For new tenants, are installations of this type required for the planned operations?  Yes  No If YES to either question in this section 5-6, please describe.

6.0 ASBESTOS CONTAINING BUILDING MATERIALS

Please be advised that an asbestos survey may have been performed at the Property. If provided, please review the information that identifies the locations of known asbestos containing material or presumed asbestos containing material. All personnel and appropriate subcontractors should be notified of the presence of these materials, and informed not to disturb these materials. Any activity that involves the disturbance or removal of these materials must be done by an appropriately trained individual/contractor.

a.OTHER REGULATORY PERMITS/REQUIREMENTS

7-1. Does the operation have or require an industrial wastewater permit to discharge into the local National Pollutant Discharge Elimination System (NPDES)? [Example: This applies when wastewater from equipment cleaning is routed through a pH neutralization system prior to discharge into the sanitary or lab sewer for certain pharmaceutical manufacturing wastewater; etc.] Permits are obtained from the regional sanitation district that is treating wastewater.

Yes  No  No, but one will be prepared and submitted to the Landlord property management company.

If so, please attach a copy of this permit or provide it later when it has been prepared.

7-2. Has a Hazardous Materials Business Plan (HMBP) been developed for the site and submitted via the State of California Electronic Reporting System (CERS)? [NOTE: The trigger limits for having to do this are ≥ 200 cubic feet if any one type of compressed gas(except for carbon dioxide and inert simple asphyxiant gases, which have a higher trigger limit of ≥ 1,000 cubic feet); ≥ 55 gallons if any one type of hazardous chemical liquid; and ≥500 pounds of any one type of hazardous chemical solid. So a full-size gas cylinder and a 260-liter of liquid nitrogen are triggers! Don't forget the diesel fuel in a backup emergency generator if the diesel tank size is ≥ 55 gallons and it is permitted under the tenant (rather than under the landlord).] NOTE: Each local Certified Unified Program Agency (CUPA) in California governs the HMBP process so start

EXHIBIT D

-5-

Exhibit 10.2*

there. Examples: the CUPA for cities in San Mateo County is the County Environmental Health Department; the CUPA for the City of Hayward, CA is the Hayward Fire Department; the CUPA for Mountain View is the Mountain View Fire Department; and, the CUPA for San Diego is the County of San Diego Hazardous Materials Division (HMD),

▪Yes  No, not required.  No, but one will be prepared and submitted, and a copy will be provided to the landlord property management company.

If one has been completed, please attach a copy. Continue to provide updated versions as they are completed. This is a legal requirement in that State law requires that the owner/operator of a business located on leased or rented real property shall notify, in writing, the owner of the property that the business is subject to and is in compliance with the Hazardous Materials Business Plan requirements (Health and Safety Code Chapter 6.95 Section 25505.1).

7-3. NOTE: Please be advised that if you are involved in any tenant improvements that require a construction permit, you will be asked to provide the local city with a Hazardous Materials Inventory Statement (HMIS) to ensure that your hazardous chemicals fall within the applicable Fire Code fire control area limits for the applicable construction occupancy of the particular building. The HMIS will include much of the information listed in Section 2-2. Neither the landlord nor the landlord's property management company expressly warrants that the inventory provided in Section 2-2 will necessarily meet the applicable California Fire Code fire control area limits for building occupancy, especially in shared tenant occupancy situations. It is the responsibility of the tenant to ensure that a facility and site can legally handle the intended operations and hazardous materials desired/ needed for its operations, but the landlord is happy to assist in this determination when possible.

CERTIFICATION

I am familiar with the real property described in this questionnaire. By signing below, I represent and warrant that the answers to the above questions are complete and accurate to the best of my knowledge. I also understand that Lessor will rely on the completeness and accuracy of my answers in assessing any environmental liability risks associated with the property.

Signature:

Name:

Title:

Date:

Telephone:

63824651 v1

EXHIBIT D

-6-

Exhibit 10.2*

EXHIBIT E

HENKEL LEASE

LEASE

by and between

GCP Applied Teclu1ologies Inc., a Delaware corporation

Landlord

and

Henkel Corporation, a Delaware corporation

Tenant

Dated as of July 3, 2019

Lease - United States - Cambridge

Exhibit 10.2*

LEASE

This Lease (this "Lease") dated as of July 3, 2019 is entered into between GCP APPLIED TECHNOLOGIES INC., a Delaware corporation ("Landlord") and HENKEL CORPORATION, a Delaware corporation ("Tenant").

Section 1. Premises, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms and conditions set forth herein, certain premises within the building owned by Landlord, commonly known as 62 Whittemore Avenue, Cambridge, Massachusetts 02410 (the "Building"), as shown on Exhibit A hereto (the "Premises"), In connection with its use of the Premises, subject to Landlord's reasonable rules and regulations, Tenant shall also have the nonexclusive right (a) to ingress and egress to the Premises over the sidewalks, driveways, streets and highways adjoining the Premises, to the extent owned or controlled by Landlord, and (b) to use the hallways, stairways, restrooms, kitchens, break rooms, cafeteria and othe1· areas of the Building that may be reasonably necessary for Tenant's use of the Premises (the "Shared Areas"), as shown on Exhibit A hereto. Notwithstanding anything else herein to the contrary, Tenant specifically agrees and acknowledges that, except in the case of emergency, it shall not be permitted to access any other areas of the Building, other than those specifically designated as part of the Premises and as otherwise described on Exhibit A.

Section 2. Term. The term of this Lease (the "Term") shall commence on July 3, 2019 (the "Commencement Date"), and end on July 2, 2024 (the "Expiration Date"), unless this Lease is sooner terminated pursuant to its terms. Thereafter the Term of this Lease shall continue from year-to-year unless sooner terminated pursuant to its terms. Tenant may, at any time during the Term, terminate this Lease by providing Landlord with written notice thereof, with such termination effective no less than thirty

(30) days from the date of such notice and Landlord may, at any time during the Tenn, terminate this Lease by providing Tenant with written notice thereof, with such termination effective no less than twelve (12) months from the date of such notice (in either case, the "Early Termination Date"). Upon the Early Termination Date, this Lease shall be of no further force or effect, and the parties' rights and obligations hereunder shall forever cease and terminate (except for any provisions hereof which by their terms expressly survive a termination).

Section 3. Rent. Tenant shall pay Landlord as rent ("Base Rent") for the Premises on a gross basis for each month during the Term, an amount equal to the rent for the Premises scheduled on Exhibit B. Base Rent shall be due and payable within thirty (30) days of delivery by Landlord of an invoice therefor, without any deduction or offset and without prior notice or demand, at the address of Landlord set forth in Section 23, which Landlord may update from time to time in accordance with the notice provisions here of. Base Rent for any period which is for less than one (I) month of the Term shall be a pro rata portion of the monthly installment otherwise due. All amounts required to be paid by Tenant under this Lease other than Base Rent shall be deemed Additional Rent (which, collectively with Base Rent, shall be deemed "Rent"). Notwithstanding the provisions of the first two sentences of this section, in the event the Term extends or is extended by agreement of the parties beyond the Expiration Date unless the parties otherwise expressly agree in writing, Base Rent shall be equal to the fair market value of the Premises on a "triple net" basis. In such event, the parties shall negotiate in good faith to determine the fair market value of the Premises.

Exhibit 10.2*

Section 4. Use: Compliance with Laws; Rules. Tenant may use the Premises only for general office, administrative purposes, as well as Research and Development laboratories. Tenant shall promptly observe and comply with all Laws (as hereinafter defined) with respect to Tenant's use of the Premises; provided, however, that Tenant shall not be required to comply with any Laws requiring the construction of alterations in the Premises, which shall be the sole obligation of the Landlord unless and to the extent due to Tenant's particular use of the Premises. Tenant in its use and occupancy of the Premises shall not commit waste, nor overload the floors or structure, nor do or permit anything to be done in, about or with respect to the Premises which would (a) injure the Premises or (b) vibrate, shake, overload, or impair the efficient operation of the Premises or the building systems located therein. Tenant shall comply with all reasonable rules and regulations promulgated from time to time by Landlord. The term "Laws" as used herein shall mean all national, state, local, or municipal statute, code, order, ordinance, regulation or treaty, in each case promulgated by any national, state, local, municipal, court of competent jurisdiction, administrative agency or commission or other national, state, local or municipal governmental authority or instrumentality.

Section 5. Insurance. Landlord shall obtain and keep in full force and effect, at Landlord's sole cost, a policy of "all risk" property insurance insuring the Premises. Landlord also shall obtain and keep in full force and effect, at Landlord's sole cost, a commercial general liability policy of insurance protecting Landlord against claims for bodily injury, personal injury and property damage based upon, involving or arising out of Landlord's ownership, use or occupancy of the Premises and all areas appurtenant thereto. Such insurance shall be in an amount not less than $5,000,000 per occurrence. Tenant shall obtain and keep in full force and effect, at Tenant's sole cost, a commercial general liability policy of insurance protecting Tenant against claims for bodily injury, personal injury and property damage based upon, involving or arising out of Tenant's use or occupancy of the Premises and all areas appurtenant thereto. Such insurance shall be in an amount not less than $5,000,000 per occurrence, In addition, Tenant shall obtain and keep in full force and effect, at Tenant's sole cost, a policy of "all risk" property insurance insuring Tenant's personal property in the Premises. Landlord shall deliver to Tenant, and Tenant shall deliver to Landlord, certificates evidencing the insurance coverages required hereunder prior to the Commencement Date. Landlord and Tenant may use self-insurance or high deductibles to satisfy the insurance requirements set forth in this Section 5.

Section 6. Taxes. Landlord shall pay before delinquency all real property taxes on the Building. Tenant shall pay before delinquency all taxes imposed against Tenant' s personal property.

Section 7. Release and Waiver of Subrogation. Notwithstanding anything to the contrary herein, Landlord and Tenant hereby release each othe1·, and their respective agents, employees, subtenants, and contractors, from all liability for damage to their respective prope1ty that is caused by or results from a risk which is insured against or is required to be insured against hereunder, without regard to the negligence or willful misconduct of the entity so released. Landlord and Tenant shall each provide evidence from their respective insurance carriers of such waiver of subrogation.

Section 8. Indemnity. Each party shall defend, indemnify, protect and hold harmless the other from and against any and all liability, loss, claim, damage and cost (including reasonable attorneys' fees) to the extent due to the negligence or willful misconduct of the indemnifying party or its agents, employees or contractors or the indemnifying party's violation of the terms of this Lease. This indemnification shall

Exhibit 10.2*

survive the termination of this Lease. Notwithstanding the foregoing or anything contained herein to the contrary, neither Landlord nor Tenant shall be liable to the other for any punitive, special or consequential damages, lost profits or other similar damages incurred in connection with this Lease.

Section 9. Hazardous Materials. Tenant shall not, without the prior written consent of Landlord, use, store, transport or dispose of any Hazardous Material in or about the Premises, except for Hazardous Materials of a type and in amounts used in accordance·with Law. Tenant shall provide Landlord with written notice specifying in reasonable detail all Hazardous Materials to be stored or used at the Premises. Tenant, at its sole cost, shall comply with all laws relating to its use of Hazardous Materials. If Hazardous Materials stored, used, disposed of, emitted, or released on or about the Building by Tenant or its agents, employees or contractors result in Contamination of the Premises, Building or the water or soil thereunder, then Tenant shall promptly provide Landlord with written notice thereof and take any and all action necessary to remediate such contamination as required by Law. Tenant shall indemnify, defend, protect and hold Landlord and its officers, directors, employees, successors and assigns harmless from and against, all losses, damages, claims, costs and liabilities, including reasonable attorneys' fees and costs, arising out of Tenant's use, discharge, disposal, storage, transport, release or emission of Hazardous Materials on or about the Premises and Building during the Term. "Hazardous Materials" shall mean any substance, pollutant, contaminant, material and waste that is classified in any applicable Environmental Law as "hazardous", "toxic", "dangerous", a "pollutant", a "contaminant" or words of similar meaning, including asbestos, asbestos-containing materials, polychlorinated biphenyls, petroleum or petroleum products, radioactive materials, radon gas and any known carcinogenic materials. "Environmental Law" shall mean any and all Laws and Judgments relating to either the condition of the environment or the storage, use, emission, disposal or release of Hazardous Materials. "Contamination" shall mean the emission, discharge or release of any Hazardous Materials to, on, onto or into the environment. "Judgment" shall mean any judgment, injunction, order or decree of any Governmental Entity.

Section 10. Repairs. Tenant accepts the Premises in its "as is" condition. Tenant shall maintain in good condition and repair the Premises; provided, however, that Tenant shall in no event be required to perform any repairs and maintenance (a) necessitated by the acts or omissions of Landlord or its agents or employees, (b) to any of the Building systems servicing the Premises (including, without limitation, electrical, plumbing, mechanical, fire and life safety and HVAC) or any structural po1tions of the Premises (including, without limitation, the roof) foundation, exterior walls, and load bearing interior walls), or (c) which could be properly treated as a capital expenditure under generally accepted accounting principles as in effect from time to time. Except for obligations which are Tenant's responsibility pursuant to the preceding sentence, Landlord shall maintain the Building in good condition and repair.

Section 11. Alterations. No alterations or improvements shall be made to the Premises without the prior written consent of Landlord which may be withheld in Landlord's sole discretion; provided, however, Tenant shall be permitted to make, without the necessity of Landlord's prior consent, alterations or improvements that are non structural in nature up to $25,000 per calendar year during the Tenn. All work performed in connection with alterations shall comply within all Laws and applicable requirements of insurance carriers and shall be performed in a good and workmanlike manner by a licensed contracto1· approved by Landlord. Tenant shall keep the Building

Exhibit 10.2*

free of any liens arising out of work performed by or for Tenant. All alterations that cannot be removed without material damage to the Premises shall be deemed part of the Premises upon installation. Unless Landlord waives such right at the time it consents to any alteration, Landlord shall have the right to require Tenant to remove any alterations it constructs in the Premises upon the termination of this Lease.

Section 12. Services. Landlord shall provide to Tenant electricity, water and heating, ventilating and air conditioning and other utilities at the levels provided consistent with the past operation of Premises; provided that Landlord shall, if requested by Tenant, reasonably cooperate with Tenant (at no cost to Landlord) to provide Tenant with increased levels of electricity, water and heating, ventilating and air conditioning or other utilities at an increased level. Landlord shall not, however, be liable for the interruption of any such services or utilities for causes beyond Landlord's reasonable control. Landlord shall provide additional site services to Tenant during the ordinary course of business, including but not limited to accessibility to the loading dock and mail services, site security, access to cafeteria services, office cleaning/housekeeping, trash removal, and visitor reception.

Section 13. Damage. If the Premises are damaged by any casualty event, Landlord shall restore the Premises to substantially the same condition as existed immediately prior to such damage, unless this Lease is te1minated by Landlord or Tenant as set forth below. Landlord shall have the right to terminate this Lease, which option may be exercised by delivery to Tenant of a written notice within thirty (30) days after the date of such damage, in the event that (a) the Premises are damaged by a casualty both not covered by the type of insurance Landlord is required to carry under this Lease and not actually covered by valid and collectible insurance carried by Landlord to such an extent that the estimated cost to restore the Premises exceeds five percent (5%) of the then actual replacement cost thereof (and Tenant does not agree to pay the uninsured amount); or (b) the damage to the Premises cannot reasonably be restored within ninety

(90) days. If the Premises are damaged due to any casualty, Tenant shall be entitled to an abatement of Base Rent attributable to the portion of the Premises so damaged. If the damage resulting from any casualty cannot be (or is not in fact) repaired within ninety

(90) days following the occurrence of such event, 0·1 if in Tenant's reasonable judgment the casualty event will materially impair Tenant's operations at the Premises, then Tenant also shall be entitled to terminate this Lease by delivery of written notice of termination to Landlord at any time prior to restoration of the Premises.

Section 14. Condemnation. If all or any part of the Premises is taken by the exercise of the power of eminent domain or a voluntary transfer in lieu thereof (a "Condemnation"), this Lease shall terminate as to the part of the Premises taken. If the Premises cannot be restored within ninety days (90) days of the Condemnation and made reasonably suitable for Tenant's continued occupancy, or if Tenant shall determine in Tenant's reasonable judgment the Condemnation will materially impair Tenant's operations at the Premises, then Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord within thirty (30) days of such Condemnation. If this Lease is not terminated following a Condemnation, Landlord shall make all repairs and alterations that are reasonably necessary to make the portion of the Premises not taken reasonably suitable for Tenant's occupancy, and Base Rent shall be reduced in proportion to the portion of the Premises so taken. Tenant shall be entitled to maintain an action to receive any Condemnation proceeds specifically allocated to Tenant's losses (including, without limitation, the unamortized value of alterations installed in the Premises at Tenant's expense, Tenant's relocation costs, lost goodwill and loss of the

Exhibit 10.2*

Tenant's leasehold estate); provided, however, that Tenant's recovery shall not reduce the recovery Landlord is entitled to in connection with such Condemnation.

Section 15. Assignment and Subletting. Tenant may not assign this Lease, sublet the Premises or permit any use of the Premises by another party (collectively, "Transfer"), without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Landlord's consent to one Transfer shall not constitute consent to a subsequent Transfer. An assignment, change of control, or transfer by operation of law 01· otherwise in connection with a merger, consolidation, reorganization, stock sale or other like transaction, whether directly or indirectly, shall also constitute a Transfer requiring Landlord's consent under this Section 15. Notwithstanding the foregoing, Tenant may, upon prior written notice to Landlord but without consent of Landlord, Transfer this Lease to any person or entity that directly or indirectly controls Tenant, is under common control with Tenant or is controlled by Tenant, provided that: {I) such transferee can be reasonably expected to pay Rent when due hereunder and (2) at the time of such Transfer, Tenant is not in default or breach under this Lease.

Section 16. Default. Tenant shall be in default of its obligations under this Lease if any of the following events occur (each of the following, a "Default"): (a) Tenant fails to pay any Rent when due, when such failure continues for five (5) days after written notice from Landlord to Tenant of a failure to pay such Rent; (b) Tenant fails to perform any term, covenant or condition of this Lease (except those requiring payment of Rent) and fails to cure such breach within thirty (30) days after delivery of a written notice from Landlord specifying the nature of the breach; provided, however, that if more than thirty (30) days are reasonably required to remedy the failure, then Tenant shall not be in Default if Tenant commences the cure within the thirty (30) day period and thereafter diligently endeavors to complete the cure; (c) Tenant makes a general assignment of its assets for the benefit of its creditors, including attachment of, execution on, or the appointment of a custodian or receiver with respect to a substantial part of Tenant's property or any property essential to the conduct of its business; or (d) a petition is filed by or against Tenant under the bankruptcy laws of the United States or any other debtors' relief law or statute, unless such petition is dismissed within sixty (60) days after filing.

Section 17. Remedies. In the event of any Default by Tenant, Landlord shall have the following remedies, in addition to all other rights and remedies provided by any law or in equity or otherwise provided in this Lease, to which Landlord may resort cumulatively or in the alternative:

a, Landlord may, at Landlord's election, keep this Lease in effect and enforce by an action at law or in equity all of its rights and remedies under this Lease, including (i) the right to recover the Rent and other sums as they become due by appropriate legal action, (ii) the right to make payments required of Tenant or perform Tenant's obligations and be reimbursed by Tenant for the cost thereof,

3.the remedies of injunctive relief and specific performance to compel Tenant to perform its obligations under this Lease, and

4.the right to recover the Rent as it becomes due under this Lease.

b.Landlord may, at Landlord's election, terminate this Lease by giving Tenant written notice of termination, in which event this Lease shall terminate on the date set forth for termination in such notice. Any such termination shall not relieve Tenant from its obligation to pay sums then due Landlord or from any

Exhibit 10.2*

claim against Tenant for damages or Rent previously accrued or then accruing. In the event Landlord terminates this Lease, Landlord shall be entitled, at Landlord's election, to damages in an amount as permitted under applicable Law, including, without limitation: (i) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Tenn (exclusive of Tenant's extension options, if any), computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%); and (ii) any other amount necessary to compensate Landlord for all actual losses, costs, claims, damages (including reasonable attorney's fees) in connection with any such failure to perform.

a.Landlord shall use commercially reasonable efforts to mitigate any amounts which it is entitled to recover hereunder; provided, however, Landlord shall not in any event be required to re-let the Premises.

Section 18. Right to Cure Defaults. If Tenant fails to pay any sum of money to Landlord when due, or fails to perform any other act on its pat1 to be performed hereunder, then Landlord may, but shall not be obligated to, after the passage of any applicable notice and cure periods (except in the case of an emergency, in which case no cure period is required), make such payment or perform such act. All such sums paid, and all reasonable costs and expenses of performing any such act, shall be deemed Additional Rent payable by Tenant to Landlord upon demand.

Section 19. Surrender: Holdover. Prior to expiration of this Lease, Tenant shall remove all of its personal prnpe11y and shall surrender the Premises to Landlord broom clean, in the same condition as exists on the Commencement Date, reasonable wear and tear, alterations that Landlord agrees in writing may be surrendered, casualty and condemnation, excepted. If the Premises are not so surrendered, then Tenant shall be liable to Landlord for all costs and expenses incurred by Landlord in returning the Premises to the required condition. In the event that Tenant does not surrender the Premises upon the expiration or earlier termination of this Lease as required above, (i) Tenant shall indemnify, defend, protect and hold harmless Landlord from and against all loss, cost, claim, damage and liability (excluding, however, any punitive, consequential, or special damages, lost profits or similar damages) resulting from Tenant's delay in surrendering the Premises and pay Landlord holdover rent in an amount equal to one hundred fifty percent (150%) of the Rent payable under this Lease during the last month of the Tenn, and

a.this Lease shall be treated, at Landlord's election, as either a tenancy at sufferance or a month to month tenancy.

Section 20. Estoppel Certificates. Within ten (10) calendar days after receipt of written demand by either party, the other patty shall execute and deliver to the requesting party an estoppel certificate (a) certifying that this Lease is unmodified and in foll force and effect or, if modified, the nature of such modification; (b) acknowledging, to the responding party's knowledge, that there are no uncured breaches or Defaults on the part of the requesting party (or specifying with reasonable particularity any breaches or Defaults then existing); and (c) cet1ifying such other information or matters as are reasonably required by the requesting party.

Section 21. Subordination. This Lease is subject and subordinate to all present and future mortgages, deeds of trust 01· other similar encumbrances, and all renewals, modifications and replacements thereof affecting any portion of the Building

Exhibit 10.2*

( collectively, the "Mortgages"), provided, however, such subordination shall be conditioned upon non-disturbance of Tenant's tenancy hereunder, including, at Tenant's election, a non-disturbance and recognition agreement from the holder of the applicable Mortgage in form reasonably acceptable to Tenant.

Section 22. Landlord's Right to Enter, Provided Landlord complies with all of Tenant's reasonable security measures, Landlord 01· its agents may, upon reasonable prior notice (except in the case of emergency), enter the Premises at any reasonable time for the purpose of inspecting the same, supplying any service to be provided by Landlord to Tenant, making necessary alterations or repairs or for any other purpose permitted under this Lease and Landlord shall use reasonable efforts to minimize any disruption to or interference with Tenant's operations . Tenant shall have the right to accompany Landlord and its agents if Tenant so elects.

Section 23. Notices. Any notice given under this Lease shall be in writing and shall be hand delivered, emailed (with delivery confirmation requested and a hard copy to be delivered the following day by overnight mail) or mailed (by overnight courier), addressed as follows:

a.if to Tenant:

Henkel Technology Corporation

One Henkel Way, Rocky Hill, CT 06067 Attention: <Steven Essick, Head of Finance

With a copy to:

Henkel Technology Corporation

One Henkel Way, Rocky Hill, CT 06067

Attention: Jonathan M. Lewis, Assistant General Counsel

b.if to Landlord:

GCP Applied Technologies Inc.

62 Whittemore Avenue, Cambridge, MA 02140 Attention: Paul Hanlon

Any notice shall be deemed to have been given when hand delivered or emailed or, if mailed, one business days after mailing.

Section 24. Effect of Conveyance. In the event of any assignment or transfer of the Premises by Landlord, Landlord shall be and hereby is entirely relieved of all covenants and obligations of Landlord accruing afte1· the date of such transfer, and it shall be deemed and construed that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Landlord hereunder'.

Section 25. Parking. Tenant shall have the non-exclusive right to use throughout the Term up to twenty (20) unreserved parking spaces in the parking facilities located on the Properly. Tenant's parking spaces shall be unreserved and are to be used by Tenant, its employees and invitees in common with Landlord and other tenants of the Building and their employees and invitees; provided however, Tenant shall not be permitted to park in any spaces designated as reserved. Landlord reserves the right to build

Exhibit 10.2*

improvements upon, reduce the size of, relocate, reconfigure, eliminate, and/or make alterations or additions to such parking facilities at anytime.

Section 26. Signage. Landlord may, in Landlord's sole and absolute discretion, upon request by Tenant, provide Tenant with directory signage and other signage (taking into consideration Tenant's Pro Rata Share of the Building) at Tenant's cost and expense, in accordance with a design and at a location that is mutually acceptable to Landlord and Tenant and in accordance with applicable laws.

Section 27. Mechanic's Liens. Tenant will not permit any mechanic's or materialmen 's or other liens, charges or encumbrances to be incurred against the Premises, including for any labor or material furnished to Tenant in connection with work of any character performed on the Premises by or at the direction of Tenant. Tenant shall have the right to contest the validity or amount of any such lien, provided, however, such contest does not in Landlord's judgment threaten Landlord's interest in the Premises and/01· the Building. Upon the final determination of any contest, Tenant shall immediately pay any adverse judgment rendered with all costs, charges and other amounts due and shall have the lien released at the Tenant's expense. If Tenant desires to contest any such lien, then prior to commencing such contest it will furnish Landlord with a bond, if requested by the Landlord, to secure the payment of such obligation.

Section 28. Force Majeure. Performance Delays. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any of its respective obligations under the Lease, by reason of (i) the destruction, in whole or in part, of any building or improvement forming a part of the Premises, or (ii) strikes, or

a.lockouts, or (iv) labor troubles, or (v) war, whether declared or undeclared, or (vi) riot, or (vii) Act of God, or (viii) embargoes, or (ix) delays in transportation, or (x) inability to procure materials and/or labor, or failure of power, or (xii) restrictive governmental laws or regulations, whether valid or not, or (xiii) insurrection, or (xiv) any other reason other than financial, beyond the reasonable control of such pa11y, and not the fault of the party so delayed or hindered in or prevented from performing work or doing acts otherwise required under this Lease, then performance of such work or doing of such acts shall be excused for the period of the delay, and the period for the performance of such work or doing such acts shall be extended for a period equivalent to the period of such delay; provided, however, that the provisions of this section shall not operate so as to excuse or release Tenant from the prompt payment of Rent or other sums required to be paid by Tenant to Landlord or to other payees anywhere hereunder. Nothing herein shall relieve the party relying on such delay event from exercising commercially reasonable efforts to mitigate the effect of any such delay.

Section 29. Dispute Resolution. This Agreement shall be governed by and interpreted according to the Laws of the Commonwealth of Massachusetts without regard to its conflicts of laws provisions. Any legal suit, action or proceeding arising out of this Agreement, or the transactions contemplated hereby, shall be instituted in the relevant courts of Cambridge, Massachusetts and each pa11y irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient form.

Exhibit 10.2*

Section 30, Deleted.

Section 31. Miscellaneous. This Lease shall in all respects be governed by and construed in accordance with the laws of the state in which the Premises are located. If any term of this Lease is held to be invalid or unenforceable by any court of competent jurisdiction, then the remainder of this Lease shall remain in full force and effect to the fullest extent possible under the Law, and shall not otherwise be affected or impaired. This Lease may not be amended, except by the written agreement of all parties hereto. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. This Lease shall, subject to the provisions regarding assignment and subletting, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. If either party brings any action or legal proceeding with respect to this Lease, the prevailing party shall be entitled to recover reasonable attorneys' and experts' fees and court costs. Whenever one patty's consent or approval is required to be given as a condition to the other party's right to take any action pursuant to this Lease, unless another standard is expressly set forth, such consent or approval shall not be unreasonably withheld, conditioned or delayed. Any executed copy of this Lease, including facsimile or .pdf copies, shall be deemed an original for all purposes. This Lease may be executed in multiple counterparts, each of which shall constitute an original and all of which, taken together, shall constitute a single instrument.

Section 32. Damages. Notwithstanding anything herein to the contrary, neither Landlord nor Tenant shall be liable to the other for any punitive, special or consequential damages, lost profits or other similar damages incurred in connection with this Lease.

Section 33. Notice of Activity and Use Limitation. Tenant acknowledges that one or more of the lands on which the Building and Premises are located are subject to an Activity and Use Limitation (the "AUL") pursuant to the terms of Massachusetts General Laws Chapter 21E, which AUL is recorded with the Middlesex South Registry of Deeds at Book 47069, Page 293 and filed with the Middlesex South Registry District of the Land Court as Document 1404318.

[Signature page follows]

Exhibit 10.2*

IN WITNESS WHEREOF, the parties have executed this Lease as of the day first above written.

LANDLORD:

GCP APPLIED TECHNOLOGIES INC.

a Delaware corporation

By: /s/ Paul Hanlon

Name: Paul Hanlon

Title: VP Global Supply Chain

Date: 01/10/2020

Tenant:

HENKEL CORPORATION

a Delaware corporation

By: /s/ Michael Olosky

Name: Michael Olosky

Title: President

Date: 01/18/2020

By: /s/ Laurie Andriate

Name: Laurie Andriate

Title: Corporate Vice President, Metals

Date: 01/21/2020

Exhibit 10.2*

Exhibit 10.2*

1.The Parties acknowledge that Tenant shall be not required to obtain air quality Limited Plan Approval ("LPA") as the Metropolitan Boston/Northeast Region of the Department of Environmental Protection, Bureau of Air and Waste has terminated the LPA bearing Application Np. MBR-00-IND-036, Class: BLW-AQ, FMF No:27297.

2.Tenant shall comply with all regulatory requirements with regards to water disposal.

3.Tenant shall comply with all federal and state hazardous waste regulatory requirements with regards to wastewater disposal.

Exhibit 10.2*

Exhibit 10.2*

Exhibit 10.2*

Exhibit 10.2*

Exhibit 10.3*#

GCP Applied Technologies Inc.

62 Whittemore Avenue

Cambridge, MA 02140

__________, 2020

Name

Address

Dear __________:

GCP Applied Technologies Inc., a Delaware corporation (the "Company"), considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company, its subsidiaries and other business units, and its stockholders.

Accordingly, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company, although no such change is now contemplated.

In order to induce you to remain in the employ of GCP (as hereafter defined), the Company agrees that you shall be eligible to receive the severance benefits set forth in this letter agreement ("Agreement") in the event your employment with GCP is terminated within 12 months following a Change in Control of the Company (as hereinafter defined) under the circumstances provided in this Agreement.

1. Definitions. When used in this Agreement as capitalized terms, the following defined terms shall have the meanings set forth or specified in this Section.

(a) "Board" shall have the meaning specified in the first paragraph of this Agreement.

(b) "Change in Control of the Company" means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the Company determines that any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), 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 the Exchange Act), directly or indirectly, of 50% or more of the outstanding common stock of the Company, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

(c) "Code" means the Internal Revenue Code of 1986, as amended and in effect at the time of a Change in Control of the Company.

(d) "Company" means GCP Applied Technologies Inc., a Delaware corporation, and any successor as provided in Section 6(a).

(e) "Date of Termination" shall have the meaning specified in Section 3(e).

Exhibit 10.3*#

(f) "Disability" shall have the meaning specified in Section 3(a).

(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(h) "Excise Tax" means the excise tax imposed by Section 4999 of the Code and/or any interest or penalties with respect to such excise tax.

(i) "GCP" means the Company and/or one or more of its subsidiaries.

(j) "Good Reason" shall have the meaning specified in Section 3(c).

(k) "Notice of Termination" means a written notice indicating the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(l) "Other Payments" means payments and/or the value of benefits to which you are entitled (other than the Severance Payment) pursuant to any agreement (including this Agreement) that constitute "parachute payments" (as defined in Section 280G of the Code and the regulations thereunder).

(m) “Restrictive Covenants” means those covenants set forth on the Appendix attached to this Agreement. For the avoidance of doubt, such covenants shall be in addition to, and not in lieu of, any other similar covenants to which you are also subject that are contained in any other agreement or plan of the Company under which you have any rights to payments or benefits.

(n) “Retirement" shall have the meaning specified in Section 4(a).

(o) "Retirement Plans" means the GCP Applied Technologies Inc. Savings and Investment Plan and any other qualified or nonqualified defined contribution or defined benefit pension plans of GCP.

(p) "Retirement Arrangements" means Retirement Plans and agreements of GCP relating to retirement benefits, including, to the extent in existence or in which you participate at the relevant date for purposes of this Agreement, the survivor benefit under any GCP deferred compensation program and the Executive Salary Protection Plan, and "Benefit Plans" means GCP's basic medical, dental and vision plans.

(q) "Severance Payment" means a single, lump sum payment, in accordance with Section 4(c)(ii).

(r) "Tax Advisor" means a tax advisor that, in the reasonable judgment of the Company, is familiar with and experienced in the tasks required of the "tax advisor" hereunder, and is selected by the Company to perform those tasks. The Company shall pay all of the fees and expenses of the Tax Advisor.

2. Term of Agreement. This Agreement shall become effective on ________________, 2020 and shall continue in effect through December 31, 2021; provided, however, that commencing on each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement or you shall have given such notice to the Company; provided, further, if a Change in Control of the Company shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of 12 months beyond the month in which such Change in Control of the Company occurred. This Agreement shall terminate upon your ceasing to be an officer of the Company unless prior thereto a Change in Control of the Company shall have occurred.

3. Termination Following Change in Control. No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company during the term of this Agreement. If any of the events described in Section 1(b) constituting a Change in Control of the Company shall have occurred, you shall, subject to the terms of this Agreement, be entitled to the benefits provided in Section 4 upon the subsequent termination of your employment within 12 months following such Change in Control and during the term of this Agreement unless such termination is (i) because of your death, Disability or Retirement, (ii) by the Company for Cause, or (iii) by you other than for Good Reason, as specified below.

Exhibit 10.3*#

(a) Disability. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with GCP for six consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability".

(b) Cause. The Company shall be entitled to terminate your employment for Cause. For the purposes of this Agreement, "Cause" means (i) conduct by you constituting a material act of misconduct in connection with the performance of your duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Board; (B) dishonesty to the Board with respect to any material matter; or (C) misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) your commission of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (ii) any misconduct by you, regardless of whether or not in the course of your employment, that would reasonably be expected to result in material injury or reputational harm to the GCP or its affiliates if you were to continue to be employed in the same position; (iv) continued non-performance by you of your duties to GCP (other than by reason of your physical or mental illness, incapacity or Disability) which has continued for more than 30 days following written notice of such unsatisfactory performance or non-performance from the Board; (v) your breach of any of any agreement with the Company relating to confidential information, non-competition or non-solicitation; (vi) material violation by you of any of the Company’s written employment policies; or (vii) your failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(c) Good Reason. You shall be entitled to terminate your employment for "Good Reason". For purposes of this Agreement, "Good Reason" means the occurrence after a Change in Control of the Company of any of the following conditions without your written consent (each, a “Good Reason Condition”), provided that you have completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties; (ii) a material diminution in your base salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which you provide services to GCP, such that there is an increase of at least 30 miles of driving distance to such location from your principal residence as of such change; or (iv) a material breach of this Agreement by the Company.

The “Good Reason Process” consists of the following steps: (i) you reasonably determine in good faith that a Good Reason Condition has occurred; (ii) you notify the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (iv) notwithstanding such efforts, the Good Reason Condition continues to exist; and (v) you terminate your employment within 60 days after the end of the Cure Period.

If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(d) Notice of Termination. Any purported termination of your employment by GCP or by you following a Change in Control of the Company shall be communicated by a Notice of Termination to the other party hereto in accordance with Sections 1(k) and 7.

(e) Date of Termination, Etc. "Date of Termination" means (i) if your employment is terminated by death, the date of death; (ii) if your employment is terminated on account of Disability under Section 3(a) or by the Company for Cause under Section 3(b), the date on which Notice of Termination is given; (iii) if your employment is terminated by the Company without Cause, the date on which a Notice of Termination is given or the date otherwise specified by the Company in the Notice of Termination; (iv) if your employment is terminated by you other than for Good Reason, 30 days after the date on which a Notice of Termination is given, and (v) if your employment is terminated by you under Section 3(c) for Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that you give a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

Exhibit 10.3*#

4. Compensation during Disability and upon Termination. Following a Change in Control of the Company, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:

(a) Disability; Retirement. During any period that you fail to perform your full-time duties with GCP as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate in effect at the commencement of any such period, plus all other amounts to which you are entitled under any compensation plan or program of GCP in effect during such period, until your employment is terminated for Disability pursuant to Section 3(a). Thereafter your benefits shall be determined under the Retirement Arrangements, Benefit Plans and other compensation plans and programs then in effect in accordance with the terms of such plans and programs.

If your employment is terminated by your Retirement, or by reason of your death, the Company shall pay, or cause a subsidiary to pay, you your full base salary through the Date of Termination or the date of your death plus all other amounts to which you are entitled under any compensation plan or program of GCP through such date. Thereafter your benefits shall be determined in accordance with the Retirement Arrangements, Benefit Plans and other compensation plans and programs then in effect in accordance with the terms of such plans and programs. As used herein, "Retirement" means termination of employment due to your “retirement” (whether normal or early retirement) as defined under a Retirement Plan in which you participated prior to such termination but shall not include termination of employment for Good Reason.

(b) Cause; Voluntary Termination. If your employment is terminated by the Company for Cause or by you other than for Good Reason, Disability, Retirement or death, the Company shall pay, or cause a subsidiary to pay, you your full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or program of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement except as provided in Section 4(g) below.

(c) Involuntary Termination. If your employment shall be terminated by you for Good Reason, or by the Company other than for Cause or due to your death, Disability or Retirement, you shall be entitled to the benefits provided below:

(i) The Company shall pay, or cause a subsidiary to pay you your full base salary and vacation pay accrued (but not taken) through the Date of Termination at the rate in effect at the time Notice of Termination is given, within 30 days after the Date of Termination;

(ii) All other amounts to which you are entitled under any compensation plan or program of GCP at the time such payments are due;

(iii) Subject to your subject your execution of a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities (the “Separation Agreement and Release”), the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven business day revocation period, and your compliance with the Restrictive Covenants: (A) your total "targeted" annual incentive compensation award (under the annual incentive compensation program of the Company as in effect at the time Notice of Termination is given) for the calendar year immediately preceding the year in which the Date of Termination occurs, but only if you have not received such an award for such preceding calendar year; (B) a pro-rata portion of your total "targeted" annual incentive compensation award (under the annual incentive compensation program of the Company as in effect at the time Notice of Termination is given) for the calendar year in which the Date of Termination occurs (determined by reference to your base salary and salary grade on the day before the Date of Termination), calculated by multiplying such total "targeted" award by a fraction of which the numerator is the number of days in such calendar year prior to your Date of Termination, and the denominator is 365; (D) an independent, third-party outplacement service provider to provide you (at your request) with outplacement services that are the same as (or substantially similar to) outplacement services generally offered to Company officers; (E) a “Severance Payment” equal to 1.50 multiplied by the sum of (x) your annual base salary in effect on the day immediately preceding the Date of Termination plus (y) an amount equal to your total "targeted" annual incentive compensation award (under the annual incentive compensation program of the Company as in effect prior to the time Notice of Termination is given) for the calendar year in which the Date of Termination occurs (determined by reference to your base salary and salary grade on the day before the Date of Termination); and (F) for a 12-month period following the Date of Termination, the Company shall arrange to provide you, on a taxable basis, with medical, dental and vision benefits substantially similar to those you are receiving under Benefit Plans immediately prior to the Notice of Termination.

Exhibit 10.3*#

(iv) Benefits otherwise receivable by you pursuant to Section 4(c)(iii) shall be reduced to the extent comparable benefits are actually received by you during the 18-month period following the Date of Termination, and any such benefits actually received by you shall be reported by you to the Company.

(d) Excise Tax.

(i) In the event that the payments or benefits provided for in this Agreement, when aggregated with any other payments or benefits received by you (the “Aggregate Benefits”), would result in the imposition of the Excise Tax, then your Aggregate Benefits shall be reduced (but not below zero) by the amount necessary to avoid the imposition of the Excise Tax with regard to such Aggregate Benefits being subject to the Excise Tax; provided that such reduction shall only be effective if, as calculated in accordance with this Agreement, the total amount of the Aggregate Benefits, as so reduced (the "Reduced Payment") would be greater than the total amount of the Aggregate Benefits, without regard to any such reduction, after reducing the amount of both the Reduced Payment and the Aggregate Benefits by the total of all applicable federal, state, local and foreign taxes (including, but not limited to, the Excise Tax). Any such reduction shall be applied in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c)”), (ii) equity-based payments that may not be valued under 24(c), (iii) cash payments that may be valued under 24(c), and (iv) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Code Section 409A and next with respect to payments that are deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the applicable transaction. Notwithstanding the foregoing, in the event that no stock of the Company or its applicable affiliates is readily tradable on an established securities market or otherwise (within the meaning of Code Section 280G) as of immediately prior to an applicable transaction that constitutes a “change in ownership or control” for purposes of Code Section 280G, the Company shall submit to a vote of shareholders for approval the portion of the Aggregate Benefits that equal or exceeds three times your “base amount” (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1; provided, that you have first, in your sole discretion, executed a customary waiver of such Excess Parachute Payments. If such shareholder approval is obtained in accordance with Code Section 280G, then the Aggregate Benefits shall not be subject to reduction as described above.

(ii) The applicable federal, state, local and foreign taxes described in Section 4(d)(i) shall be those taxes that, in the opinion of the Tax Advisor, will be imposed upon you as a result of the receipt or enjoyment of the Aggregate Benefits and shall be calculated based upon the highest possible marginal tax rates that could be applicable to you for the year in which you receive the Aggregate Benefits, unless you inform the Tax Advisor that a different marginal tax rate is applicable with respect to you for any such tax for that year.

(iii) The calculations necessary to effectuate the provisions of this Section 4(d) shall be performed by the Tax Advisor prior to the date the Severance Payment is made to you pursuant to Section 4(e). All issues with regard to those calculations that are not specifically provided for by this Agreement shall be decided in a manner that provides you with the greatest net after-tax benefit with respect to the Aggregate Benefits, taking into consideration the above-mentioned applicable federal, state, local and foreign taxes (the “After-Tax Total Payment”).

(e) Payment of Severance Payment and Other Payments

(i) Unless otherwise provided in this Agreement and except for the amounts due under Section 4(c)(i) or (ii) of this Agreement, all payments and benefits due hereunder shall be paid or provided by the Company no later than 60 days after the Date of Termination.

(ii) If it is determined in a court of law that you have violated any Restrictive Covenant in any material respect, the Company shall be entitled to cease any payments due hereunder and/or the provision of any payment or benefit hereunder, and/or require immediate repayment by you of all or any portion of such payment and/or benefit you may have already received prior to such violation.

(f) No Mitigation. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owing by you to the Company, or otherwise, except as provided in Section 4(c)(iv) above.

(g) Retirement Benefits. In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all benefits payable to you under all Retirement Arrangements.

Exhibit 10.3*#

(h) Tax Advisor. Each calculation necessary to effectuate the provisions of Section 4 shall be performed by the Tax Advisor within the appropriate time periods specified herein for such calculation or, absent such specification, prior to the date the Severance Payment is made to you pursuant to Section 4(e) above. All issues with regard to those calculations that are not specifically provided for by this Agreement shall be decided in a manner that provides you with the greatest After-Tax Total Payment. Any determination by the Tax Advisor shall be binding upon you and the Company.

5. Relationship to Other Agreements and Plans. To the extent that any provision of any other agreement between GCP and you shall limit, qualify or be inconsistent with any provision of this Agreement, then for the purposes of this Agreement (while this Agreement remains in effect) the provision of this Agreement (including the Appendix hereto which is incorporated by reference herein) shall control and such provision of such other agreement shall be deemed to have been superseded, and to be of no force or effect, as if such other agreement had been formally amended to the extent necessary to accomplish such purpose. The Severance Payment and no other payments referenced herein (other than the pro-rated annual incentive payment under Section 4(c)(iii)(B)) shall be considered

to be compensation for the purpose of any Retirement Arrangements, Benefit Plans or compensation plans of GCP.



6.			Successors.

(a) Successors to the Company. The Company shall require any successor (whether direct or indirect, by purchase or merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled hereunder if you terminate your employment for Good Reason following a Change in Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination (provided you shall have delivered a Notice of Termination to the Company). As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and/or any successor to the Company's business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

(b) Your Successors. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, such payments shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

7. Notices. Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

8. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the First Circuit.

9. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10. Arbitration.

(a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration, whether commenced by you or the Company, shall be conducted in any forum and form agreed upon by the parties or, in the absence of such an agreement, in the city and state in which the

Exhibit 10.3*#

Company maintains its principal offices. Any arbitration pursuant to this provision shall be conducted before an arbitrator to be selected by the Company from a list of three arbitrators to be provided by you to the Company. Judgment may be entered on an award issued pursuant to this Section in any court of competent jurisdiction. You understand that you may only bring claims under this Section 10 in your individual capacity, and not as a plaintiff or class member in any purported class proceeding or any purported representative proceeding. You further understand that, by signing this Agreement, the Company and you are giving up any right they may have to a jury trial on all claims they may have against each other. This Section 10 shall be specifically enforceable. Notwithstanding the foregoing, this Section 10 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate, including without limitation relief to enforce the Restrictive Covenants; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 10.

(b) You shall be required to pay an arbitration fee to initiate any arbitration equal to what you would be charged as a first appearance fee in court. The Company shall advance the remaining fees and costs of the arbitrator. However, to the extent permissible under the law, and following the arbitrator’s ruling on the matter, the arbitrator may rule that the arbitrator’s fees and costs be distributed in an alternative manner. Each party shall pay its own costs and attorneys’ fees, if any. If, however, any party prevails on a statutory or contractual claim that affords the prevailing party attorneys’ fees (including pursuant to this Agreement), the arbitrator may award attorneys’ fees to the prevailing party to the extent permitted by law.

11. General. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board or its Compensation Committee or any successor to such Committee. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

The section and subsection headings contained in this Agreement are for convenient reference only, and shall not in any way affect the meaning or interpretation of this Agreement.

Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or foreign law. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit. The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Secretary of the Company the enclosed copy of this letter which will then constitute our agreement on this subject. By your signing this Agreement, you agree that, as of the date hereof, this Agreement supersedes any and all prior agreements between you and the Company setting forth your severance benefits in the event of a Change in Control of the Company.

13. 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service within the meaning of Code Section 409A, the Company determines that you are a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then to the extent any payment or benefit to which you become entitled to under this Agreement or otherwise on account of you separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Code Section 409A(a) as a result of the application of Code Section 409A(a)(2)(B)(i), such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements

Exhibit 10.3*#

shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Code Section 409A, and to the extent that such payment or benefit is payable upon you termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h).

(d) The parties intend that this Agreement will be administered in accordance with Code Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Code Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Code Section 409A. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Code Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e) The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

[signatures on next page]

Sincerely,

GCP Applied Technologies Inc.

By: _______________________________

Name:

Accepted and agreed to this _____ day of _________, 2020.

___________________________

Name:

Exhibit 10.3*#

Appendix

Restrictive Covenants

1. Covenants.

(a) Non-Competition. You agree that, during the Non-Compete Restricted Period (as defined below), you shall not, directly or indirectly, other than as an employee or agent of the Company or one of its affiliates, whether as shareholder, owner, member, advisor, principal, partner, director, trustee, officer, employee, agent, consultant, contractor, or otherwise, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, or otherwise provide services to or be associated with any Person that provides advisory services that are also provided by, or are substantially similar to those provided by, the Protected Business in any geographical or market area where the Company or its affiliates engages in the Protected Business; provided that ownership of up to a 1% equity interest in any such Person shall not be deemed a breach or violation of this Section 1(a).

(b) Client Non-Solicitation; No Employment by Clients. You agree that, during the Non-Solicit Restricted Period (as defined below), you shall not, directly or indirectly, (i) induce or attempt to induce any Protected Client (as defined below), customer, vendor or other business relation of the Company or of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such Protected Client, customer, vendor or business relation, on the one hand, and the Company or any affiliate of the Company, on the other hand, (ii) solicit business from any Protected Client, attempt to solicit business from any Protected Client, or accept any unsolicited request from the Protected Client to do business with, for, or on behalf of any Person other than the Company or one of its affiliates or (iii) accept employment or a service arrangement with or otherwise associate with any Protected Client under circumstances where you will provide services of the same or similar type to those which you or the Company or one of its affiliates provided to the Protected Client during your employment with the Company and its affiliates.

(c) Employee Non-Solicitation. During the Non-Solicit Restricted Period, you shall not directly or indirectly, solicit, attempt to solicit, knowingly assist others to solicit, hire or knowingly assist others to hire for employment or for the performance of services, any person who is (in his or her own capacity, or through an entity controlled by such person), or within the preceding 12 months was, a member, officer, manager, employee, consultant, or independent contractor of the Company or any of its affiliates (other than general solicitations of employment not specifically targeted at such individuals).

(d) Subsequent Employment. For so long as any of your obligations under this Appendix remains in effect, you hereby agree that prior to accepting employment with any other person or entity, you will provide such prospective employer with written notice of the provisions of this Appendix.

(e) Non-Disparagement. You shall, during and after employment, refrain from making any statements or comments (orally or in writing) of a defamatory or disparaging nature to any third party regarding the Company or any of its affiliates, or any of the Company’s officers, directors, personnel, policies or products, other than to comply with applicable law and only after first notifying the Company in advance of the compelling reason.

2. General.

(a) If any of the Restrictive Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Restrictive Covenant deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Restrictive Covenants shall not be affected thereby; provided, however, that if any such Restrictive Covenant is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Restrictive Covenant will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder.

(b) You acknowledge and agree that: (i) the purposes of the Restrictive Covenants are to protect the ownership interests in and/or goodwill of the Company and its affiliates (or of any person or entity deriving from

Exhibit 10.3*#

the Company or one of its affiliates title to the goodwill of, or the ownership interest in, the Company or one of its affiliates), and to prevent you from interfering with the business of the Company and its affiliates; (ii) you are agreeing to be bound by the Restrictive Covenants in part in consideration for the Severance Payment and other payments and benefits that may become due to you under the Agreement and your receipt of Confidential Information during your employment with the Company and its affiliates; (iii) because of the nature of the businesses in which the Company and its affiliates are engaged and because of the nature of the Confidential Information to which you have access, it would be impractical and excessively difficult to determine the actual damages of the Company and its affiliates in the event you breached any of the Restrictive Covenants; and (iv) remedies at law (such as monetary damages) for any breach of the Restrictive Covenants would be inadequate. You therefore agree and consent that if you commit any breach of any Restrictive Covenant or threaten to commit any such breach, the Company and its affiliates (or any person or entity deriving from the Company or one of its affiliates title to the goodwill of, or the ownership interest in, the Company or one of its affiliates) shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage.

(c) This Appendix shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of your employment with the Company and its affiliates.

(d) You understand that the Restrictive Covenants may limit your ability to earn a livelihood in a business similar to the business of the Company and you agree that this understanding was expressly considered and taken into account by you in making the decision to enter into this Agreement.

(e) For purposes of this Appendix, the following terms shall mean the following:

“Confidential Information” means any confidential, proprietary and/or private information relating to the Company and its affiliates, their clients, their business and third parties with whom the Company or its affiliates does or did business (including, but not limited to, trade secrets, client lists, passwords, marketing strategies, financial information, royalty information, contracts with third parties and the terms thereof, contracts with employees and advisors, contract proposals and negotiations, government, legislative and regulatory activities, litigation matters, personnel matters, Company policies and information concerning activities, conduct, or statements of or concerning, officers, employees, directors, advisors, agents or contractors of the Company or any affiliate in the course of their employment or service to the Company or its affiliates).

“Non-Compete Restricted Period” means the period commencing on the Date of Termination and ending on the [first] anniversary thereof.

“Non-Solicit Restricted Period” means the period commencing on the Date of Termination and ending on the [first] anniversary thereof.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or government (whether federal, state, county, city or otherwise, including any instrumentality, division, agency or department thereof).

“Protected Business” means the business of the Company and its affiliates in which the Company and its affiliates are engaged in at any time during your employment with the Company and its affiliates.

“Protected Client” means any prior, current or prospective client of the Company or one of its affiliates for whom you performed services on behalf of the Company or one of its affiliates, to whom you marketed or promoted the services of the Company or its affiliates, or about whom you acquired non-public information during your employment with the Company.

[signatures on next page]

Exhibit 10.3*#

GCP Applied Technologies Inc.

By: _______________________________

Name:

Accepted and agreed to this _____ day of _________, 20__.

___________________________

Name:

Exhibit 10.4*#

GCP APPLIED TECHNOLOGIES INC. EQUITY AND INCENTIVE PLAN

AS AMENDED AND RESTATED ON JULY 29, 2020

This document constitutes part of a prospectus covering securities that have been registered under the United States Securities Act of 1933, as amended.

Exhibit 10.4*#

GCP APPLIED TECHNOLOGIES INC. EQUITY AND INCENTIVE PLAN

AS AMENDED AND RESTATED ON JULY 29, 2020

ARTICLE I

PURPOSE

1.1 Purpose. The purpose of this GCP Applied Technologies Inc. Equity and Incentive Plan as amended and restated (“Plan”) is to promote the interests of the Company by (i) aiding in the recruitment and retention of Directors and Employees, (ii) providing Directors and Employees with performance-related incentives based on achievement of short-term and long-term performance goals, (iii) providing Directors and Employees with opportunities to participate in the growth and financial success of the Company, and (iv) promoting the growth and success of the Company’s business by aligning the financial interests of Directors and Employees with those of the other shareholders of the Company. Toward these objectives, the Plan provides for the grant of Stock Options, Stock Appreciation Rights, Annual Performance Bonuses, Long-Term Performance Awards and Other Stock-Based Awards.

1.2 Shareholder Approval. The Plan was adopted as the GCP Applied Technologies Inc. 2016 Stock Incentive Plan by the Board of GCP Applied Technologies Inc. on January 12, 2016 and was approved by W. R. Grace & Co.-Conn., as the Company’s sole shareholder, on January 12, 2016. The Plan was amended and restated on the Effective Date, subject to approval of the Company’s shareholders at the Company’s 2017 Annual Shareholders’ Meeting held on May 4, 2017. In connection with this amendment and restatement, the Plan was renamed as the GCP Applied Technologies Inc. Equity and Incentive Plan. The Plan was further amended and restated on the Effective Date.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms are defined as set forth below, unless another definition is set forth in an Award Certificate:

“Acquired Company” means any business, corporation or other entity acquired by the Company or any Subsidiary.

“Acquired Grantee” means the grantee of a stock-based award of an Acquired Company and may include a current or former director or employee of an Acquired Company.

“Annual Performance Bonus” means an Award of cash or Shares granted under Section 4.4 of the Plan that is paid solely on account of the attainment of a specified performance target in relation to one or more Performance Measures.

“Award” means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to any terms and conditions that the Committee may establish and set forth in the applicable Award Certificate. Awards granted under the Plan may consist of:

(a) “Stock Options” awarded pursuant to Section 4.3;

(b) “Stock Appreciation Rights” awarded pursuant to Section 4.3;

(d) “Long-Term Performance Awards” awarded pursuant to Section 4.5;

(e) “Other Stock-Based Awards” awarded pursuant to Section 4.6;

(f) “Director Awards” awarded pursuant to Section 4.7; and

(g) “Substitute Awards” awarded pursuant to Section 4.8.

“Award Certificate” means the document issued, either in writing or an electronic medium, by the Committee or its designee to a Participant evidencing the grant of an Award and which contains, in the same or accompanying document, the terms and conditions applicable to such Award.

“Board” means the Company’s board of directors.

“Cause” means, as to any Employee who is a party to an employment or severance agreement with the Company or any Subsidiary (or otherwise covered by a severance plan of the Company or any Subsidiary) which contains a definition of “cause,” as set forth in such employment agreement or severance plan or agreement and, if there is no applicable employment agreement or severance plan or agreement, means an Employee’s or Director’s (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company or Subsidiary, (ii) violation of any fiduciary duty owed to the Company or Subsidiary, (iii) conviction of a misdemeanor (other than a traffic offense or a misdemeanor the conviction for which does not include incarceration as a potential sentence) or felony, (iv) dishonesty, (v) theft, (vi) material violation of a written Company or Subsidiary rule or policy regarding conduct, ethics, duties or competitive activities, or (vii) other egregious

Exhibit 10.4*#

conduct, that has or could have a serious and detrimental impact on the Company or Subsidiary and its employees. The Committee, or any delegate thereof, in its sole and absolute discretion, shall determine Cause.

“Change in Control” means, with respect to any Award granted prior to the Effective Date, the first to occur of any of the following events:

(a) any Person, excluding for this purpose, (i) the Company or any Subsidiary or (ii) any employee benefit plan of the Company or any Subsidiary (or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than thirty percent (30%) of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of (x) a change in ownership percentage resulting solely from an acquisition of securities by the Company or (y) from an acquisition of securities directly from the Company, by another person; or

(b) a change in the composition of the Board such that persons who, as of the Effective Date constitute the Board (“Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided, however, that any person who becomes a Director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least fifty percent (50%) of the Incumbent Directors; provided, further, that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(c) the consummation of a reorganization, merger or consolidation or similar transaction involving the Company or any Subsidiary or sale or other disposition of at least eighty percent (80%) by value of the assets of the Company or the acquisition of assets or securities of another entity by the Company or any Subsidiary (a “Business Combination”), in each case, unless, following such Business Combination (1) all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own directly or indirectly more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company and (2) neither an event described in clause (a) or (b) of this definition of Change in Control has otherwise occurred in connection with such Business Combination; or

(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

“Change in Control” means, with respect to any Award granted on or after the Effective Date, the first to occur of any of the following events: (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the Company determines that any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), 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 the Exchange Act), directly or indirectly, of 50% or more of the outstanding common stock of the Company, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

“Change in Control Termination” means a Participant’s involuntary termination of employment that occurs on or before the second anniversary of a Change in Control. For this purpose, subject to Section 7.11(b)(ii), a Participant’s involuntary termination of employment includes only the following:

(a) termination of the Participant’s employment by the Company for any reason other than for Cause; and

(b) termination of the Participant’s employment by the Participant after one of the following events:

(i) the Company or any Subsidiary (1) assigns or causes to be assigned to the Participant, whether formally or informally, duties inconsistent in any material respect with the duties assigned to such Participant, whether formally or informally, immediately prior to the Change in Control, or fails to assign to the Participant, whether formally or informally, immediately after the Change in Control any duties or responsibilities performed by such Participant immediately prior to the Change in Control if such duties or responsibilities constitute a material portion of such Participant’s duties or responsibilities immediately prior to the Change in Control; (2) makes or causes to be made any material adverse change in the Participant’s position (including a change in title, reporting relationship or level to a title, reporting relationship or level in the organization

Exhibit 10.4*#

that is lessor in any respect to that of the Participant’s title, reporting relationship or level immediately prior to the Change in Control), authority, duties or responsibilities; or (3) takes or causes to be taken any other action which, in the reasonable judgment of the Participant, results in a material diminution in the Participant’s position, authority, duties or responsibilities; or

(ii) the Company or any Subsidiary, without the Participant’s consent, (1) requires the Participant to relocate to a principal place of employment more than fifty (50) miles from the Participant’s existing place of employment and which increases the Participant’s commute from the Participant’s principal residence by more than fifty (50) miles; (2) materially reduces the Participant’s annual base salary; or (3) materially breaches the terms of the Participant’s compensation package (such as ceasing to provide an annual cash bonus opportunity, a defined benefit retirement plan benefit or an annual long-term share incentive grant) as in effect immediately prior to the Change in Control;

provided, however, that an event described in clauses (i) or (ii) of subsection (b) of this definition of Change in Control Termination shall permit a Participant’s termination of employment to be deemed a Change in Control Termination only if (x) the Participant provides written notice to the Company specifying in reasonable detail the event upon which the Participant is basing his termination within ninety (90) days after the occurrence of such event, (y) the Company fails to cure such event within thirty (30) days after its receipt of such notice, and (z) the Participant terminates his employment within ninety (90) days after the expiration of such cure period.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board or any successor committee or other committee to which the Compensation Committee delegates its authority under this Plan. The Compensation Committee shall be comprised solely of “non-employee directors” within the meaning of Rule 16b-3(b)(3) under the Exchange Act and two or more persons who are outside directors within the meaning of Section 162(m)(4)(C)(i) of the Code and the applicable regulations.

“Company” means GCP Applied Technologies Inc., a Delaware corporation, or any successor thereto.

“Deferred Stock Unit” means a Unit granted under Section 4.6 or 4.7 to acquire Shares upon Termination of Directorship or Termination of Employment, subject to any restrictions that the Committee, in its discretion, may determine.

“Director” means a member of the Board.

“Disabled” or “Disability” means that the Employee is receiving income replacement benefits for a period of not less than three (3) months under a Company or Subsidiary accident and health plan covering the Employee by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

“Divestiture” means (i) the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business to an unrelated individual or entity or (ii) the disposition by the Company or Subsidiary of its interest in a subsidiary or controlled entity to an unrelated individual or entity, provided that such subsidiary or controlled entity ceases to be a member of the Company’s controlled group as a result of such disposition but excluding, for the avoidance of doubt, any distribution or spin-off by the Company of the stock of a Subsidiary to the Company’s public shareholders.

“Dividend Equivalent” means an amount equal to the cash dividend or the fair market value of the share dividend that would be paid on each Share underlying an Award if the Share were duly issued and outstanding on the date on which the dividend is payable.

“Effective Date” means July 29, 2020.

“Employee” means any individual who performs services as an officer, employee, consultant or independent contractor of the Company or a Subsidiary.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exercise Price” means the price of a Share, as fixed by the Committee, which may be purchased under a Stock Option or with respect to which the amount of any payment pursuant to a Stock Appreciation Right is determined.

“Fair Market Value” of a Share means (i) for Awards granted before February 28, 2017, the mean between the high and low sales price and (ii) for Awards granted on and after February 28, 2017, the closing price on the New York Stock Exchange of a Share on the trading day of the grant or on the date as of which the determination of Fair Market Value is being made or, if no sale is reported for such day, on the next preceding day on which a sale of Shares is reported. Notwithstanding anything to the contrary herein, the Fair Market Value of a Share will in no event be determined to be less than par value.

“GAAP” means United States generally accepted accounting principles.

“Incentive Stock Option” means a Stock Option granted under Section 4.3 of the Plan that is intended to meet the requirements of Section 422 of the Code and any related regulations and is designated in the Award Certificate as intended to be an Incentive Stock Option.

“Key Employee” means an Employee who is a “covered employee” within the meaning of Code Section 162(m)(3) or who is reasonably expected to be a “covered employee” at the time the Company would be entitled to claim a tax deduction in respect of an Award, but for the application of Code Section 162(m).

Exhibit 10.4*#

“Long-Term Performance Award” means an Award granted under Section 4.5 of the Plan that is paid solely on account of the attainment of a specified performance target in relation to one or more Performance Measures or other performance criteria as selected in the sole discretion of the Committee.

“Nonqualified Stock Option” means any Stock Option granted under Section 4.3 of the Plan that is not an Incentive Stock Option.

“Other Stock-Based Award” means an Award granted under Section 4.6 of the Plan and denominated in Shares.

“Outsourcing Agreement” means a written agreement between the Company or Subsidiary and an unrelated third party (“Outsourcing Agent”) pursuant to which the Company or Subsidiary transfers the performance of services previously performed by Company or Subsidiary employees to the Outsourcing Agent.

“Participant” means a Director, Employee or Acquired Grantee who has been granted an Award under the Plan.

“Performance Cycle” means, with respect to any Award that vests based on Performance Measures, the period of time over which the level of performance will be assessed. A Performance Cycle generally shall be a period of twelve (12) months or longer, but may be shorter if so determined by the Committee in its sole discretion. The first Performance Cycle under the Plan will begin on such date as is set by the Committee, in its sole discretion.

“Performance Measure” means, with respect to any Annual Performance Bonus or Long-Term Performance Award, the business criteria selected by the Committee to measure the level of performance of the Company during a Performance Cycle. The Committee may select as the Performance Measure any operating and maintenance expense targets or financial goals (including targets or goals with adjustments) as interpreted by the Committee, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and/or that are absolute or relative to the performance of one or more comparable companies or an index of comparable companies, and are measured during the Performance Cycle provided that (i) as to an Annual Performance Bonus or Long-Term Performance Award granted to a Key Employee, Performance Measures shall be limited to the following criteria and (ii) as to an Annual Performance Bonus or Long-Term Performance Award granted to a Participant who is not a Key Employee, Performance Measures may include, but not be limited to, the following criteria: (a) cash flow (including adjusted cash flow/adjusted free cash flow), (b) earnings per share (including adjusted earnings per share), (c) earnings before interest, taxes, depreciation and amortization (including net income adjusted for none, all or any combination of interest, taxes, depreciation and amortization), (d) return on equity, (e) total shareholder return, (f) share price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m) operating margin or profit margin, (n) return on operating revenue, (o) return on invested capital, (p) market segment share, (q) product release schedules, (r) new product innovation, (s) product cost reduction through advanced technology, (t) brand recognition/acceptance, (u) product ship targets, (v) inventory, (w) customer satisfaction, (x) days sales outstanding, (y) days payable outstanding, or (z) working capital.

“Performance Unit” means a Long-Term Performance Award denominated in Units.

“Person” means a “person” as defined in Sections 13(d) and 14(d) of the Exchange Act.

“Plan” means this GCP Applied Technologies Inc. Equity and Incentive Plan as most recently amended and restated on the Effective Date.

“Premium-Priced Stock Option” means a Stock Option the Exercise Price of which is fixed by the Committee at a price that exceeds the Fair Market Value of a Share on the date of grant.

“Replacement Award” means an award issued to a Participant no later than thirty (30) days after a Change in Control that (a) is of the same type as the Award the Participant held immediately prior to the Change in Control that is being replaced; (b) relates to securities of the Company or the entity surviving, directly or indirectly, the Company following a Change in Control that are publicly traded and listed on a stock exchange in the United States of America; (c) is equal in value to the value of the Award that is being replaced as of the date of the Change in Control, as determined in the sole discretion of the Committee; and (d) contains terms and conditions that are not less favorable to the Participant than the terms and conditions of the Award that is being replaced (including vesting provisions and the provisions that would apply in the event of a subsequent change in control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the Award that is being replaced if the requirements of the previous sentence are satisfied.

“Reporting Person” means a Director or an Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

“Restricted Stock” means Shares issued pursuant to Section 4.6 that are subject to any restrictions that the Committee, in its discretion, may impose.

“Restricted Unit” means a Unit granted under Section 4.5 or Section 4.6 to acquire Shares or an equivalent amount in cash, which Unit is subject to any restrictions that the Committee, in its discretion, may impose.

“Retirement” means, unless otherwise provided in an Award Certificate, Termination of Employment on or after a Participant has attained age sixty (60) and has completed at least five (5) consecutive years of service with the Company or a Subsidiary.

Exhibit 10.4*#

“Securities Act” means the United States Securities Act of 1933, as amended.

“Share” means a share of common stock of the Company, $0.01 (U.S.) par value, or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 5.3 of the Plan, and “Shares” shall be construed accordingly.

“Stock Appreciation Right” means a right granted under Section 4.3 of the Plan of an amount in cash or Shares equal to any excess of the Fair Market Value of a Share as of the date on which the right is exercised over the Exercise Price.

“Stock Option” means a right granted under Section 4.3 of the Plan to purchase from the Company a stated number of Shares at a specified price. Stock Options awarded under the Plan may be in the form of Incentive Stock Options or Nonqualified Stock Options.

“Subsidiary” means (i) any separately organized business unit, whether or not incorporated, of the Company; (ii) any employer that is required to be aggregated with the Company pursuant to Code Section 414 and the regulations promulgated thereunder; and (iii) any service recipient or employer that is within a controlled group of corporations as defined in Code Sections 1563(a)(1), (2) and (3) which includes the Company, where the phrase “at least 50%” is substituted in each place “at least 80%” appears, and any service recipient or employer within trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. § 1.414(c)-2, which includes the Company, where the phrase “at least 50%” is substituted in each place “at least 80%” appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. § 1.409A-1(b)(5)(iii)(E) and § 1.409A-1(h)(3)), the phrase “at least 20%” shall be substituted in each place “at least 80%” appears as described above with respect to both a controlled group of corporations and trades or business under common control.

“Target Amount” means the amount of Performance Units that will be paid if the applicable Performance Measure is fully (100%) attained, as determined in the sole discretion of the Committee.

“Target Bonus” means the target Annual Performance Bonus applicable to a Reporting Person in respect of a particular year, as established by the Committee or its delegate.

“Target Vesting Percentage” means the percentage of performance-based Restricted Units or Shares of Restricted Stock that will vest if the applicable Performance Measure is fully (100%) attained, as determined in the sole discretion of the Committee.

“Termination of Directorship” means the date of cessation of a Director’s membership on the Board for any reason, with or without Cause, as determined in the sole discretion of the Board (excluding such Director).

“Termination of Employment” means the date of cessation of an Employee’s employment relationship with the Company or a Subsidiary for any reason, with or without Cause, as determined in the sole discretion of the Company.

“Unit” means, for purposes of Performance Units, the potential right to an Award equal to a specified amount denominated in such form as is deemed appropriate in the discretion of the Committee and, for purposes of Restricted Units or Deferred Stock Units, the potential right to acquire one Share.

ARTICLE III

ADMINISTRATION

3.1 Committee. The Plan will be administered by the Committee, except as otherwise provided in Section 4.7.

3.2 Authority of the Committee. The Committee or, to the extent required by applicable law, the Board will have the authority, in its sole and absolute discretion and subject to the terms of the Plan, to:

a.Interpret and administer the Plan and any instrument or agreement relating to the Plan;

b.Prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan, and amend or rescind any existing rules or regulations relating to the Plan;

c.Select Employees to receive Awards under the Plan;

d.Determine the form of an Award, the number of Shares subject to each Award, all the terms and conditions of an Award, including, without limitation, the conditions on exercise or vesting (provided, however, that the minimum vesting period for Awards other than Director Awards shall be for not less than one (1) year), the designation of Stock Options as Incentive Stock Options or Nonqualified Stock Options, and the circumstances under which an Award may be settled in cash or Shares or may be cancelled, forfeited or suspended, and the terms of each Award Certificate;

e.Determine whether Awards will be granted singly, in combination or in tandem;

f.Establish and interpret Performance Measures (or, as applicable, other performance criteria) in connection with Annual Performance Bonuses and Long-Term Performance Awards, evaluate the level of performance over a Performance Cycle and certify the level of performance attained with respect to Performance Measures (or other performance criteria, as applicable);

g.Subject to Sections 6.1 and 7.12, waive or amend any terms, conditions, restriction or limitation on an Award, except that the prohibition on the repricing of Stock Options and Stock Appreciation Rights, as described in Section 4.3(g), may not be waived;

Exhibit 10.4*#

h.Make any adjustments to the Plan (including but not limited to adjustment of the number of Shares available under the Plan or any Award) and any Award granted under the Plan as shall be appropriate pursuant to Section 5.3;

i.Determine and set forth in the applicable Award Certificate the circumstances under which Awards may be deferred and the extent to which a deferral will be credited with Dividend Equivalents and interest thereon;

j.Determine and set forth in the applicable Award Certificate whether a Nonqualified Stock Option or Restricted Share may be transferable to family members, a family trust or a family partnership;

k.Establish any subplans and make any modifications to the Plan, without amending the Plan, or to Awards made hereunder (including the establishment of terms and conditions in the Award Certificate not otherwise inconsistent with the terms of the Plan) that the Committee may determine to be necessary or advisable for grants made in countries outside the United States of America to comply with, or to achieve favorable tax treatment under, applicable foreign laws or regulations or tax policies or customs;

l.Appoint such agents as it shall deem appropriate for the proper administration of the Plan; and

m.Take any and all other actions it deems necessary or advisable for the proper operation or administration of the Plan.

3.3. Effect of Determinations. All determinations of the Committee with respect to the Plan and any Award will be final, binding and conclusive on all persons having any interest in the Plan or claiming any benefit or right under the Plan or any Award.

3.4. Delegation of Authority. The Board or, if permitted under applicable corporate law, the Committee, in its discretion and consistent with applicable law and regulations, may delegate to a committee or an officer or group of officers, as it deems to be advisable, the authority to select Employees to receive an Award and to determine the number of Shares under any such Award, subject to any terms and conditions that the Board of the Committee may establish. In all instances, subject to applicable law and regulations, when the Board or the Committee delegates authority pursuant to the foregoing sentence, it will limit, in its discretion, the number or value of Shares that may be subject to Awards that the delegate may grant and only the Committee has the authority to grant and administer Awards to Key Employees and other Reporting Persons or to delegates of the Committee and to establish and certify Performance Measures.

3.5. Employment of Advisors. The Committee may employ attorneys, consultants, accountants and other advisors, the fees and other expenses of which shall be paid by the Company, and the Committee, the Company and the officers and directors of the Company may rely upon the advice, opinions or valuations of the advisors employed.

3.6. No Liability. No member of the Committee or any person acting as a delegate of the Committee with respect to the Plan will be liable for any losses resulting from any action, interpretation or construction made in good faith with respect to the Plan or any Award granted under the Plan.

ARTICLE IV

AWARDS

4.1. Eligibility. All Participants and Employees are eligible to be designated to receive Awards granted under the Plan, except as otherwise provided in this Article IV.

4.2. Form of Awards. Awards will be in the form determined by the Committee, in its discretion, and will be evidenced by an Award Certificate. Awards may be granted singly or in combination or in tandem with other Awards.

4.3. Stock Options and Stock Appreciation Rights. The Committee may grant Stock Options and Stock Appreciation Rights under the Plan to those Employees whom the Committee may from time to time select, in the amounts and pursuant to the other terms and conditions that the Committee, in its discretion, may determine and set forth in the Award Certificate, subject to the provisions below:

a.Form. Stock Options granted under the Plan will, at the discretion of the Committee and as set forth in the Award Certificate, be in the form of Incentive Stock Options, Nonqualified Stock Options or a combination of the two. If an Incentive Stock Option and a Non-qualified Stock Option are granted to the same Participant under the Plan at the same time, the form of each will be clearly identified, and they will be deemed to have been granted in separate grants. In no event will the exercise of one Stock Option affect the right to exercise the other Stock Option. Stock Appreciation Rights may be granted either alone or concurrently with Nonqualified Stock Options and the amount of Shares attributable to each Stock Appreciation Right shall be set forth in the applicable Award Certificate on or before the grant date.

b.Exercise Price. The Committee will set the Exercise Price of Stock Options (other than Premium-Priced Stock Options or certain Incentive Stock Options as described below) or Stock Appreciation Rights granted

Exhibit 10.4*#

under the Plan at a price that is equal to the Fair Market Value of a Share on the date of grant, subject to adjustment as provided in Section 5.3. The Committee will set the Exercise Price of Premium-Priced Stock Options at a price that is higher than the Fair Market Value of a Share as of the date of grant, provided that such price is no higher than 150 percent of such Fair Market Value. The Exercise Price of Incentive Stock Options will be equal to or greater than 110 percent of the Fair Market Value of a Share as of the date of grant if the Participant receiving the Incentive Stock Options owns shares possessing more than 10 percent of the total combined voting power of all classes of shares of the Company or any subsidiary or parent corporation of the Company, as defined in Section 424 of the Code. The Exercise Price of a Stock Appreciation Right granted in tandem with a Stock Option will equal the Exercise Price of the related Stock Option. The Committee will set forth the Exercise Price of a Stock Option or Stock Appreciation Right in the Award Certificate or accompanying documentation.

c.Term and Timing of Exercise. Each Stock Option or Stock Appreciation Right granted under the Plan will be exercisable in whole or in part, subject to the following conditions, unless determined otherwise in accordance with Section 5.4 or by the Committee or pursuant to an applicable Award Certificate:

i.The term of each Stock Option or Stock Appreciation Right shall be determined by the Committee and set forth in the applicable Award Certificate, but in no event shall the term of a Stock Option or Stock Appreciation Right exceed ten (10) years from such Stock Option’s grant date.

ii.A Stock Option or Stock Appreciation Right will become exercisable at such times and in such manner as determined by the Committee and set forth in the applicable Award Certificate.

iii.Upon the Termination of Employment of a Participant that does not meet the requirements of Section 5.4, any unvested Stock Options or Stock Appreciation Rights will be forfeited and any Stock Options or Stock Appreciation Rights that are vested as of such Termination of Employment will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is ninety (90) days after the date of such Termination of Employment.

iv.Stock Options and Stock Appreciation Rights of a deceased Participant may be exercised only by the estate of the Participant or by the person given authority to exercise the Stock Options or Stock Appreciation Rights by the Participant’s will or by operation of law. If a Stock Option or Stock Appreciation Right is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the Stock Option or Stock Appreciation Right has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company will be under no obligation to deliver Shares or cash until the Company is satisfied that the person exercising the Stock Option or Stock Appreciation Right is the duly appointed executor or administrator of the deceased Participant or the person to whom the Stock Option or Stock Appreciation Right has been transferred by the Participant’s will or by applicable laws of descent and distribution.

v.A Stock Appreciation Right granted in tandem with a Stock Option is subject to the same terms and conditions as the related Stock Option and will be exercisable only to the extent that the related Stock Option is exercisable. When either a Stock Option or a Stock Appreciation Right granted in tandem with each other is exercised, the tandem Stock Option or Stock Appreciation Right, as applicable, shall expire.

d.Payment of Exercise Price. The Exercise Price of a Stock Option must be paid in full when the Stock Option is exercised. Shares will be issued and delivered only upon receipt of payment. Payment of the Exercise Price may be made in cash or by certified check, bank draft, wire transfer, or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. The Committee, in its discretion may also allow payment to be made by any of the following methods, as set forth in the applicable Award Certificate:

i.Delivering a properly executed exercise notice to the Company or its agent, together with irrevocable instructions to a broker to deliver to the Company, within the typical settlement cycle for the sale of equity securities on the relevant trading market (or otherwise in accordance with the provisions of Regulation T issued by the Federal Reserve Board), the amount of sale proceeds with respect to the portion of the Shares to be acquired having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the Exercise Price being so paid;

ii.Subject to any requirements of applicable law and regulations, tendering (actually or by attestation) to the Company or its agent previously acquired Shares that have a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the Exercise Price being so paid; or

iii.Subject to any requirements of applicable law and regulations, instructing the Company to reduce the number of Shares that would otherwise be issued by such number of Shares as have in the aggregate a Fair Market Value on the date of exercise equal to the applicable portion of the Exercise Price being so paid.

Exhibit 10.4*#

e.Incentive Stock Options. Incentive Stock Options granted under the Plan will be subject to the following additional conditions, limitations and restrictions:

i.Eligibility. Incentive Stock Options may be granted only to Employees of the Company or a Subsidiary that is a subsidiary or parent corporation of the Company within the meaning of Code Section 424.

ii.Timing of Grant. No Incentive Stock Option will be granted under the Plan after the ten (10) year anniversary of the date on which the Plan is adopted by the Board or, if earlier, the date on which the Plan is approved by the stockholders of GCP Applied Technologies Inc.

iii.Amount of Award. Subject to Section 5.3 of the Plan, no more than 8,000,000 Shares may be available for grant in the form of Incentive Stock Options. The aggregate Fair Market Value (as of the date of grant) of the Shares with respect to which the Incentive Stock Options awarded to any Employee first become exercisable during any calendar year may not exceed $100,000 (U.S.). For purposes of this $100,000 (U.S.) limit, the Employee’s Incentive Stock Options under this Plan and all other plans maintained by the Company and its Subsidiaries will be aggregated. To the extent any Incentive Stock Option would exceed the $100,000 (U.S.) limit, the Incentive Stock Option will afterwards be treated as a Nonqualified Stock Option to the extent required by the Code and the underlying regulations and rulings.

iv.Timing of Exercise. If the Committee exercises its discretion in the Award Certificate to permit an Incentive Stock Option to be exercised by a Participant more than three (3) months after the Participant has ceased being an Employee (or more than twelve (12) months if the Participant is permanently and totally disabled, within the meaning of Code Section 22(e)), the Incentive Stock Option will afterwards be treated as a Nonqualified Stock Option to the extent required by the Code and underlying regulations and rulings. For purposes of this paragraph (iv), an Employee’s employment relationship will be treated as continuing intact while the Employee is on military leave, sick leave or another approved leave of absence if the period of leave does not exceed ninety (90) days, or a longer period to the extent that the Employee’s right to reemployment with the Company or a Subsidiary is guaranteed by statute or by contract. If the period of leave exceeds ninety (90) days and the Employee’s right to reemployment is not guaranteed by statute or contract, the employment relationship will be deemed to have ceased on the ninety-first (91st) day of the leave.

v.Transfer Restrictions. In no event will the Committee permit an Incentive Stock Option to be transferred by an Employee other than by will or the laws of descent and distribution, and any Incentive Stock Option awarded under this Plan will be exercisable only by the Employee during the Employee’s lifetime.

f.Exercise of Stock Appreciation Rights. Upon exercise of a Participant’s Stock Appreciation Rights, the Company will pay cash or Shares or a combination of cash and Shares, in the discretion of the Committee and as described in the Award Certificate. Cash payments will be equal to the excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price, for each Share for which a Stock Appreciation Right was exercised. If Shares are paid for the Stock Appreciation Right, the Participant will receive a number of whole Shares equal to the quotient of the cash payment amount divided by the Fair Market Value of a Share on the date of exercise.

g.No Repricing. Except as otherwise provided in Section 5.3, in no event will the Committee decrease the Exercise Price of a Stock Option or Stock Appreciation Right after the date of grant or cancel outstanding Stock Options or Stock Appreciation Rights and issue cash in exchange for such cancellation or grant replacement Stock Options or Stock Appreciation Rights with a lower Exercise Price than that of the replaced Stock Options or Stock Appreciation Rights or other Awards without first obtaining the approval of the holders of a majority of the Shares who are present in person or by proxy at a meeting of the Company’s shareholders and entitled to vote.

4.4. Annual Performance Bonuses. The Committee may grant Annual Performance Bonuses under the Plan in the form of cash or Shares to the Key Employees that the Committee may from time to time select, in the amounts and pursuant to the terms and conditions that the Committee may determine and set forth in the Award Certificate, subject to the provisions below:

a.Performance Cycles. Unless the Committee determines otherwise, Annual Performance Bonuses will be awarded in connection with a twelve (12) month Performance Cycle, which will be the fiscal year of the Company.

b.Eligible Participants. Within ninety (90) days after the commencement of a Performance Cycle, the Committee will determine the Key Employees who will be eligible to receive an Annual Performance Bonus. If an individual becomes a Key Employee after this ninety (90) day period, the Committee may determine that

Exhibit 10.4*#

such Key Employee is eligible to receive a pro rata Annual Performance Bonus based on the period of time during the applicable Performance Cycle, relative to the Performance Cycle, that the Key Employee is eligible to receive an Annual Performance Bonus.

c.Performance Measures; Targets; Award Criteria.

i.Within ninety (90) days after the commencement of a service period to which a Performance Cycle relates, the Committee will fix and establish in writing (A) the Performance Measures that will apply to that Performance Cycle; (B) the Target Bonus (and any multiple thereof, if applicable) which may be earned by each Participant; and (C) subject to subsection (d) below, the criteria for computing the amount that will be paid with respect to each level of attained performance. The Committee will also set forth the minimum level of performance, based on the applicable Performance Measures, that must be attained during the Performance Cycle before any Annual Performance Bonus will be paid and the percentage of the Target Bonus that will become payable upon attainment of various levels of performance that equal or exceed the minimum required level.

ii.The Committee, in its discretion, may, on a case-by-case basis, reduce, but not increase, the amount otherwise payable to any Key Employee with respect to any given Performance Cycle, provided, however, that no reduction will result in an increase in the amount payable under any Annual Performance Bonus of another Key Employee.

d.Payment, Certification. No Annual Performance Bonus will be paid to any Key Employee until the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Measures. In applying Performance Measures, the Committee (i) shall make adjustments in accordance with Section 5.3 and (ii) may, in its discretion, exclude the effect of unusual or infrequently occurring items, the cumulative effect of changes in the law, regulations or accounting rules, and other items, all determined in accordance with Generally Accepted Accounting Principles (to the extent applicable) and identified in financial statements, notes to the financial statements or discussion and analysis of management; provided that the determination by the Committee that Performance Measures shall be adjusted for items in accordance with this clause (ii) shall be made no later than ninety (90) days after the commencement of any applicable Performance Cycle in respect of Annual Performance Bonuses awarded to Key Employees.

e.Form of Payment. Annual Performance Bonuses will be paid in cash or Shares. All such Performance Bonuses shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Company’s fiscal year) in which such Performance Bonuses are no longer subject to a substantial risk of forfeiture (as determined for purposes of Code Section 409A), except to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement, in which case the terms of such arrangement shall govern.

f.Code Section 162(m). It is the intent of the Company that Annual Performance Bonuses made to Key Employees be “performance-based compensation” for purposes of Code Section 162(m), that this Section 4.4 be interpreted in a manner that satisfies the applicable requirements of Code Section 162(m)(4)(C) and related regulations, and that the Plan be operated so that the Company may take a full tax deduction for Annual Performance Bonuses. If any provision of this Plan or any Annual Performance Bonus would otherwise frustrate or conflict with this intent, the provision will be interpreted and deemed amended so as to avoid this conflict.

4.5. Long-Term Performance Awards. The Committee may grant Long-Term Performance Awards under the Plan in the form of Performance Units, Restricted Units or Restricted Stock to any Employee who the Committee may from time to time select, in the amounts and pursuant to the terms and conditions that the Committee may determine and set forth in the Award Certificate, subject to the provisions below:

a.Performance Cycles. Long-Term Performance Awards will be awarded in connection with a Performance Cycle, as determined by the Committee in its discretion, provided, however, that a Performance Cycle for this purpose may be no shorter than twelve (12) months and no longer than five (5) years.

b.Eligible Participants. Within the period of time prescribed by Code Section 162(m) for establishing Key Employees the opportunity to earn “qualified performance-based compensation” (within the meaning of Code Section 162(m)), the Committee will determine the Employees who will be eligible to receive a Long-Term Performance Award for the Performance Cycle; provided, however, that the Committee may determine the eligibility of any Employee other than a Key Employee after the expiration of such period of time described in the first clause of this sentence.

c.Performance Measures; Targets; Award Criteria.

i.Within the period of time prescribed by Code Section 162(m) for establishing the performance metrics and goals as required in order to provide Key Employees with the opportunity to each “qualified performance-based compensation” (within the meaning of Code Section 162(m)), the Committee will fix and establish in writing (A) the Performance Measures that will apply to that

Exhibit 10.4*#

Performance Cycle; (B) with respect to Performance Units, the Target Amount (and any multiple thereof, if applicable) payable to each Participant; (C) with respect to Restricted Units and Restricted Stock, the Target Vesting Percentage (and any multiple thereof, if applicable) for each Participant; and (D) subject to subsection (d) below, the criteria for computing the amount that will vest or be paid with respect to each level of attained performance. The Committee will also set forth the minimum level of performance, based on the applicable Performance Measures, that must be attained during the Performance Cycle before any Long-Term Performance Award will vest or be paid, and the percentage of Performance Units that will become payable and the percentage of performance-based Restricted Units or Shares of Restricted Stock that will vest upon attainment of various levels of performance that equal or exceed the minimum required level.

ii.The Committee, in its discretion, may, on a case-by-case basis, reduce, but not increase, the amount of Long-Term Performance Awards otherwise payable to any Key Employee with respect to any given Performance Cycle, provided, however, that no reduction will result in an increase in the dollar amount or number of Shares payable under any Long-Term Performance Award of another Key Employee.

d.Certification. Long-Term Performance Awards shall be paid pursuant to subsection (e) below if, within the sixty (60) day period following the end of the applicable Performance Cycle, the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Measures. Long-Term Performance Awards awarded to Participants who are not Key Employees will be based on the Performance Measures, or other applicable performance criteria, and payment formulas that the Committee, in its discretion, may establish for these purposes. These Performance Measures, or other performance criteria, and formulas may be the same as or different than the Performance Measures and formulas that apply to Key Employees.

e.Payment. Long-Term Performance Awards in the form of Performance Units may be paid in cash or full Shares, in the discretion of the Committee, and as set forth in the applicable Award Certificate. Payment with respect to any fractional Share will be in cash in an amount based on the Fair Market Value of the Share as of the date the Performance Unit becomes payable. All Long-Term Performance Awards shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Company’s fiscal year) in which such Long-Term Performance Awards are no longer subject to a substantial risk of forfeiture (within the meaning of Code Section 409A), except to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement, in which case the terms of such arrangement shall govern, or as otherwise provided in Section 4.5(g) below.

f.Code Section 162(m). It is the intent of the Company that Long-Term Performance Awards made to Key Employees be “performance-based compensation” for purposes of Code Section 162(m), that this Section 4.5 be interpreted in a manner that satisfies the applicable requirements of Code Section 162(m)(4)(C) and related regulations with respect to Long-Term Performance awards made to Key Employees, and that the Plan be operated so that the Company may take a full tax deduction for Long-Term Performance Awards. If any provision of this Plan or any Long-Term Performance Award would otherwise frustrate or conflict with this intent, the provision will be interpreted and deemed amended so as to avoid this conflict.

g.Vesting. Restrictions on Long-Term Performance Awards granted under this Section 4.5 will lapse at such times and in such manner as determined by the Committee and set forth in the applicable Award Certificate. Unless the applicable Award Certificate provides otherwise or the provisions of Section 5.4 apply, if the restrictions on Long-Term Performance Awards have not lapsed or been satisfied as of the Participant’s Termination of Employment, the Participant shall forfeit any unvested Long-Term Performance Award as of such Participant’s Termination of Employment.

4.6. Other Stock-Based Awards. The Committee may, from time to time, grant Awards (other than Stock Options, Stock Appreciation Rights, Annual Performance Bonuses or Long-Term Performance Awards) to any Employee who the Committee may from time to time select, which Awards consist of, or are denominated in, payable in, valued in whole or in part by reference to, or otherwise related to, Shares. These Awards may include, among other forms, Restricted Units, Restricted Stock, or Deferred Stock Units. The Committee will determine, in its discretion, the terms and conditions that will apply to Awards granted pursuant to this Section 4.6, which terms and conditions will be set forth in the applicable Award Certificate.

a.Vesting. Restrictions on Other Stock-Based Awards granted under this Section 4.6 will lapse at such times and in such manner as determined by the Committee and set forth in the applicable Award Certificate. Unless the applicable Award Certificate provides otherwise or the provisions of Section 5.4 apply, if the restrictions on Other Stock-Based Awards have not lapsed or been satisfied as of the Participant’s Termination of

Exhibit 10.4*#

Employment, the Participant shall forfeit any unvested Other-Stock Based Awards as of such Participant’s Termination of Employment.

b.Grant of Restricted Stock. The Committee may grant Restricted Stock to any Employee, which Shares will be registered in the name of the Participant and held for the Participant by the Company. Unless otherwise provided in an Award Certificate, the Participant will have all rights of a shareholder with respect to the Shares, including the right to vote and to receive dividends or other distributions (subject to Section 4.6(e)), except that the Shares (and any dividends payable on such Shares) may be subject to a vesting schedule and will be forfeited if the Participant attempts to sell, transfer, assign, pledge or otherwise encumber or dispose of the Shares before the restrictions are satisfied or lapse.

c.Grant of Restricted Units. The Committee may grant Restricted Units to any Employee, which Units will be paid in cash or whole Shares or a combination of cash and Shares, in the discretion of the Committee, when the restrictions on the Units lapse and any other conditions set forth in the Award Certificate have been satisfied. For each Restricted Unit that vests, one Share will be paid or an amount in cash equal to the Fair Market Value of a Share as of the date on which the Restricted Unit vests.

d.Grant of Deferred Stock Units. The Committee may grant Deferred Stock Units to any Employee, which Units will be paid in whole Shares upon the Employee’s Termination of Employment if the restrictions on the Units have lapsed. One Share will be paid for each Deferred Stock Unit that becomes payable.

e.Dividends and Dividend Equivalents. In the event of a payment of dividends on Shares, the Committee may credit Restricted Units, but not Stock Options or Stock Appreciation Rights, with Dividend Equivalents in accordance with terms and conditions established in the discretion of the Committee; provided, however, that all Dividend Equivalents shall be subject to such vesting terms as is determined by the Committee, shall be withheld and deferred in the Participant’s account and shall be, in the case of performance-based awards, subject to the same performance conditions as the underlying Award to which such Dividend Equivalents relate. Deferred Stock Units may, in the discretion of the Committee and as set forth in the Award Certificate, be credited with Dividend Equivalents or additional Deferred Stock Units. The number of any Deferred Stock Units credited to a Participant’s account upon the payment of a dividend will be equal to the quotient produced by dividing the cash value of the dividend by the Fair Market Value of one Share as of the date the dividend is paid, to the extent the Deferred Stock Unit is outstanding as of the dividend record date. The Committee will determine any terms and conditions on deferral of a dividend or Dividend Equivalent, including the rate of interest to be credited on deferral and whether interest will be compounded, and in no event shall Dividend Equivalents be payable prior to the vesting of the Restricted Units or Deferred Stock Units, respectively, to which any such Dividend Equivalents relate.

4.7. Director Awards.

a.Notwithstanding anything herein to the contrary, the Committee shall have the exclusive authority to issue awards to Directors who are not also employees of the Company or any Subsidiary (“Director Awards”), which may consist of, but not be limited to, Stock Options, Stock Appreciation Rights, or Other Stock-Based Awards; provided, however, that the maximum grant date fair value for Director Award(s) that may be issued to any one Director during a Company fiscal year is $500,000 (U.S.). Each Director Award shall be governed by an Award Certificate approved by the Committee.

b.The Committee shall have the exclusive authority to administer Director Awards and shall have the authority set forth in Section 3.2 and the indemnification set forth in Section 7.6 solely as such provisions apply to the Director Awards. All determinations made by the Committee hereunder shall be final, binding and conclusive.

4.8. Substitute Awards. The Committee may make Awards under the Plan to Acquired Grantees through the assumption of, or in substitution for, outstanding stock-based awards previously granted to such Acquired Grantees. Such assumed or substituted Awards will be subject to the terms and conditions of the original awards made by the Acquired Company, with such adjustments therein as the Committee determines are equitable and appropriate to give effect to the relevant provisions of any agreement for the acquisition of the Acquired Company and the impact of the transaction on performance-based awards or other provisions of the terms and conditions of the original awards made by the Acquired Company. Any grant of Incentive Stock Options pursuant to this Section 4.8 will be made in accordance with Section 424 of the Code and any final regulations published thereunder.

4.9. Limit on Individual Grants. Subject to Sections 5.1 and 5.3, no Employee may be granted Stock Options and Stock Appreciation Rights covering in excess of 2,000,000 Shares, Long-Term Performance Awards covering in excess of 1,000,000 Shares or Awards other than Stock Options, Stock Appreciation Rights and Long-Term Performance Awards covering in excess of 1,000,000 Shares during any one fiscal year. The maximum value of the property, including cash, that may be paid or distributed to any Employee as an Annual Performance Bonus in any one

Exhibit 10.4*#

fiscal year shall be $10,000,000 (U.S.) for any Performance Cycle of twelve (12) months. For any other Performance Cycle, this maximum will be adjusted proportionally.

4.10.Termination for Cause. Notwithstanding anything to the contrary herein and unless the applicable Award Certificate provides otherwise, if a Participant incurs a Termination of Directorship or Termination of Employment for Cause, then all Stock Options, Stock Appreciation Rights, Annual Performance Bonuses, Long-Term Performance Awards, Restricted Units, Restricted Stock and Other Stock-Based Awards will immediately be cancelled. The exercise of any Stock Option or Stock Appreciation Right or the payment of any Award may be delayed, in the Committee’s discretion, in the event that a potential termination for Cause is pending. Unless the applicable Award Certificate provides otherwise, if a Participant incurs a Termination of Directorship or Termination of Employment for Cause, then the Participant will be required to deliver to the Company (i) Shares (or, in the discretion of the Committee, cash) equal in value to the amount of any profit the Participant realized upon the exercise of an Option or Stock Appreciation Right during the six (6) month period occurring immediately prior to the Participant’s Termination of Directorship or Termination of Employment for Cause; and (ii) the number of Shares (or, in the discretion of the Committee, the cash value of Shares) the Participant received for Other Stock Based Awards (including Restricted Stock, Restricted Units and Deferred Stock Units) that vested during the period specified in clause (i) above. Unless the applicable Award Certificate provides otherwise, if, after a Participant’s Termination of Directorship or Termination of Employment, the Committee determines in its sole discretion that while the Participant was a Company or Subsidiary employee or a Director, such Participant engaged in activity that would have been grounds for a Termination of Directorship or Termination of Employment for Cause, then the Company will immediately cancel all Stock Options, Stock Appreciation Rights, Annual Performance Bonuses, Long-Term Performance Awards, Restricted Units, Restricted Stock and Other Stock-Based Awards and the Participant will be required to deliver to the Company (A) Shares (or, in the discretion of the Committee, cash) equal in value to the amount of any profit the Participant realized upon the exercise of an Option or Stock Appreciate Right during the period that begins six (6) months immediately prior to the Participant’s Termination of Directorship or Termination of Employment and ends on the date of the Committee’s determination that the Participant’s conduct would have constituted grounds for a Termination of Directorship or Termination of Employment for Cause; and (B) the number of Shares (or, in the discretion of the Committee, the cash value of said shares) the Participant received for Other Stock Based Awards (including Restricted Stock, Restricted Units and Deferred Stock Units) that vested during the period specified in clause (A) above.

ARTICLE V

SHARES SUBJECT TO THE PLAN; ADJUSTMENTS

5.1. Shares Available.

a.The Shares issuable under the Plan will be authorized but unissued Shares, and, to the extent permissible under applicable law, Shares acquired by the Company, any Subsidiary or any other person or entity designated by the Company and held as treasury shares.

b.Subject to the counting rules set forth in Section 5.2 and adjustment in accordance with Section 5.3, the total number of Shares with respect to which Awards may be issued under the Plan shall equal 15,000,000 (7,000,000 of which were originally authorized in connection with the adoption of the Plan and 8,000,000 of which were authorized in connection with the amendment and restatement of the Plan on February 28, 2017, subject to approval of the Company’s shareholders at the Company’s 2017 Annual Shareholders’ Meeting to be held on May 4, 2017).

5.2. Counting Rules.

a.The total number of Shares with respect to which Awards may be issued under the Plan, as described in Section 5.1(b), shall be reduced by 2.22 Shares per each Share subject to an Award of Restricted Stock, Restricted Units, Deferred Stock Units, Performance Units or Other Stock-Based Awards, or as payment of an Annual Performance Bonus, in each case granted on or after February 28, 2017.

b.The following Shares related to Awards under the Plan will again be available for issuance under the Plan:

i.Shares related to Awards that expire, are forfeited, are settled in cash, or cancelled or terminate for any other reason without issuance of Shares and any Shares of Restricted Stock that are returned to the Company upon a Participant’s Termination of Employment or, if applicable, a Director’s Termination of Directorship (including, for clarity, at a rate of 2.22 Shares per each Share related to such an Award in the form of Restricted Stock, Restricted Units, Deferred Stock Units, Performance Units or Other Stock-Based Awards, or as payment of an Annual Performance Bonus); and

ii.Any Shares issued in connection with Awards that are assumed, converted or substituted as a result of the acquisition of an Acquired Company by the Company or a combination of the Company with another company.

c.The following Shares related to Awards under the Plan will not again be available for issuance under the Plan:

Exhibit 10.4*#

i.Shares tendered or withheld by the Company to pay the exercise price for an Award or withholding taxes relating to an Award; and

ii.Shares repurchased by the Company using option proceeds.

d.Upon the exercise of a stock-settled Stock Appreciation Right, the number of Shares issued under the Plan shall equal the number of Shares subject to the Award (or portion thereof) so exercised and not the net number of Shares actually delivered to the Participant upon such exercise.

5.3. Adjustments. In the event of a change in the outstanding Shares by reason of a share split, reverse share split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities or similar corporate transaction or event, the Committee shall make an appropriate adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Any adjustment made by the Committee under this Section 5.3 will be conclusive and binding for all purposes under the Plan.

5.4. Special Vesting Provisions.

a.Termination of Employment upon Death, Disability or Retirement. Unless the applicable Award Certificate provides otherwise, upon a Participant’s Termination of Employment due to death, Disability or Retirement, any unvested Stock Options, Stock Appreciation Rights or Other Stock-Based Awards held by such Participant shall fully vest as of the Participant’s Termination of Employment; provided, however, that, with respect to Retirement, only such Stock Options, Stock Appreciation Rights or Other Stock-Based Awards that the Participant has held for six (6) months or more after the applicable date of grant and prior to such Termination of Employment shall be entitled to full vesting. Unless the applicable Award Certificate provides otherwise, if a Participant is entitled to full vesting pursuant to the previous sentence, then such Participant’s Stock Options or Stock Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is three (3) years after the date on which the Participant dies, incurs a Disability or terminates employment due to Retirement. Unless the applicable Award Certificate provides otherwise, upon the death, Disability or Retirement of a Participant who has an outstanding Long-Term Performance Award, the unvested Long-Term Performance Award will fully vest (provided, however, that full vesting shall only apply in the case of Retirement to Long-Term Performance Awards held by the Participant for a period of six (6) months or more after the applicable date of grant and prior to the Participant’s Termination of Employment) and be paid only if and to the extent that such Long-Term Performance Award would have vested and been paid had the Participant continued in active employment with the Company through the relevant vesting date and shall be payable subject to, and on the same the terms and conditions as set forth in, the applicable Award Certificate.

b.Termination of Employment upon Divestiture or Outsourcing. Unless the applicable Award Certificate provides otherwise, upon a Participant’s Termination of Employment due to a Divestiture or Outsourcing Agreement, any Stock Options, Stock Appreciation Rights, Long-Term Performance Awards or Other Stock-Based Awards held by such Participant shall pro rata vest as of the Participant’s Termination of Employment such that the total number of vested Stock Options, Stock Appreciation Rights, Long-Term Performance Award or Other Stock-Based Awards held by such Participant at Termination of Employment (including those that have already vested as of such date) shall equal the total number of Stock Options, Stock Appreciation Rights, Long-Term Performance Awards or Other Stock-Based Awards originally granted to the Participant under the applicable Award multiplied by a fraction, the numerator of which is the period of time (in whole months) that have elapsed since the date of grant, and the denominator of which is the number of months set forth in the applicable Award Certificate that is required to attain full vesting. Unless the applicable Award Certificate provides otherwise, if a Participant is entitled to pro-rata vesting pursuant to this paragraph, then such Participant’s Stock Options or Stock Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is one (1) year after the date of such Participant’s Termination of Employment and such Participant’s Long-Term Performance Award will vest and be paid as if the Participant had continued in active employment with the Company through the date such Long-Term Performance Award would have vested and been paid in the absence of such event and shall be payable subject to, and on the same the terms and conditions as set forth in, the applicable Award Certificate.

c.Change in Control. Unless the Committee provides otherwise, the following provisions shall apply upon a Change in Control:

i.Annual Performance Bonus. Each Participant who is eligible to receive an Annual Performance Bonus with respect to a Performance Cycle during which a Change of Control occurs will, except as otherwise provided below, be deemed to have achieved a level of performance, as of the date of Change in Control, that would cause one-hundred percent (100%) of the Participant’s Target Bonus to become payable at such times and in such manner as determined in the

Exhibit 10.4*#

sole discretion of the Committee. Notwithstanding the previous sentence, if (i) a surviving entity maintains the Performance Cycle in which a Change in Control occurs, or otherwise provides for the payment of an Annual Performance Bonus based on the level of performance attained for such Performance Cycle in relation to the Performance Measures established for such Performance Cycle (including Performance Measures that were adjusted or modified as a result of the Change in Control to the extent reasonably required to provide Participants with a reasonable opportunity to earn an Annual Performance Bonus for such Performance Cycle) and (ii) the Annual Performance Bonus based on the level of performance attained for such Performance Cycle exceeds one-hundred percent (100%) of the Participant’s Target Bonus, then each Participant who is eligible, as of immediately prior to the Change in Control, to receive an Annual Performance Bonus with respect to such Performance Cycle shall receive such greater Annual Performance Bonus in respect to such Performance Cycle at such time and in such manner as determined in the sole discretion of the Committee, or successor to the Committee. Notwithstanding the above, the time and manner of any payments made pursuant to this Section 5.4(c)(i) shall comply with Section 4.4(e) above.

ii.Stock Options, Stock Appreciation Rights and Other Stock-Based Awards. If a Replacement Award is not provided to a Participant who holds a Stock Option, Stock Appreciation Right or Other Stock-Based Award (other than a Long-Term Performance Award, which shall be treated as provided for in clause (iii) below) or if a Replacement Award is provided to such a Participant but the Participant experiences a Change in Control Termination, then all Stock Options, Stock Appreciation Rights and Other Stock-Based Awards held by such Participant shall vest in full immediately as of the date of the Change in Control or, in the event that a Replacement Award was issued, as of the Participant’s Termination of Employment due to a Change in Control Termination. If a Participant is entitled to full vesting pursuant to the provisions of this paragraph, then such Participant’s Stock Options or Stock Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is three (3) years after the date of the Change in Control or such Participant’s Termination of Employment due to a Change in Control Termination, as applicable.

iii.Long-Term Performance Awards. If a Replacement Award is not provided to a Participant who holds a Long-Term Performance Award, then such Participant shall become vested in a pro-rata portion (calculated based on the date of the Change in Control, relative to the entire period of the Performance Cycle in respect of which the Long-Term Performance Award was granted) of each Long-Term Performance Award held by such Participant based on the actual performance level achieved as of the date of the Change in Control. If a Replacement Award is issued to a Participant who holds a Long-Term Performance Award and such Participant experiences a Change in Control Termination, then such Participant shall become vested in a pro-rata portion (calculated based on the date of such Participant’s Change in Control Termination, relative to the entire period of the Performance Cycle in respect of which the Long-Term Performance Award was granted) of each Long-Term Performance Award held by such Participant based on the actual performance level achieved as of the last day of the Performance Cycle applicable to such Replacement Award. If a Participant is entitled to vesting pursuant to the provisions of this paragraph, the portion of such Long-Term Performance Award that vests shall equal the total number of Shares subject to the applicable Long-Term Performance Award multiplied by a fraction, the numerator of which is the period of time (in whole months) that have elapsed since the grant date through the Change in Control or Change in Control Termination date, as applicable, and the denominator of which is the number of months set forth in the applicable Award Certificate that is required to attain full vesting. If a Participant is entitled to vesting of Long-Term Performance Awards as a result of a Change in Control Termination, such Awards shall be paid as if the Participant had continued in active employment with the Company through the date such Long-Term Performance Award would have vested and been paid in the absence of such event and shall be payable subject to, and on the same terms and conditions as set forth in, the applicable Award Certificate; provided, however, that if in connection with a Change in Control, such Long-Term Performance Award has ceased to be subject to vesting upon the achievement of any Performance Metrics and solely vests based on the continuation of employment, then such vesting event shall occur immediately upon the Participant’s Change in Control Termination date.

iv.Other Actions. The Committee, as constituted immediately before the Change in Control, may take any one or more of the following actions with respect to any or all outstanding Awards, without the consent of Participants, in its sole discretion: (A) if a Replacement Award is not issued to a Participant with respect to a given Award, the Committee may require that a Participant surrender outstanding Awards that are Stock Options or Stock Appreciation Rights in exchange for a payment by the Company, in cash or Shares, as determined by the Committee, in an amount equal to the

Exhibit 10.4*#

amount by which the then Fair Market Value of the outstanding Shares subject to the Participant’s Stock Option or Stock Appreciation Right exceeds the Exercise Price, if any, and on such terms as the Committee determines; (B) after giving Participants a reasonable opportunity to exercise any outstanding Stock Options and Stock Appreciation Rights, the Committee may terminate any or all unexercised Stock Options and Stock Appreciation Rights at such time as the Committee deems appropriate; or (C) the Committee may determine that Annual Performance Bonuses and/or Long-Term Performance Awards shall be paid out in cash or Shares (or a combination of both), as determined by the Committee. Such surrender, termination, settlement or payment shall take place as of the date of the Change in Control or such other date as the Committee determines in its sole discretion. The Committee may specify how an Award will be treated in the event of a Change in Control either when the Award is granted or at any time thereafter.

5.5. Fractional Shares. No fractional Shares will be issued under the Plan. Except as otherwise provided in Section 4.5(e) and unless otherwise provided by the Committee, if a Participant acquires the right to receive a fractional Share under the Plan, the Participant will receive, in lieu of the fractional Share, a cash payment equal to the Fair Market Value of such fractional share on the date of settlement of the related Award.

ARTICLE VI

AMENDMENT AND TERMINATION

6.1. Amendment. The Plan may be amended at any time and from time to time by the Board or authorized Board committee without the approval of shareholders of the Company, except that no material revision to the terms of the Plan will be effective until the amendment is approved by the shareholders of the Company. A revision is “material” for this purpose if it materially increases the number of Shares that may be issued under the Plan (other than an increase pursuant to Section 5.3 of the Plan), expands the types of Awards available under the Plan, materially expands the class of persons eligible to receive Awards under the Plan, materially extends the term of the Plan, reduces the Exercise Price at which Stock Options or Stock Appreciation Rights may be granted, reduces the Exercise Price of outstanding Stock Options or Stock Appreciation Rights, results in the replacement of outstanding Stock Options or Stock Appreciation Rights with cash, new Stock Options or Stock Appreciation Rights that have an Exercise Price that is lower than the Exercise Price of the replaced Stock Options or Stock Appreciation Rights, or other Awards, or is otherwise an amendment requiring shareholder approval pursuant to any law or the rules of any exchange on which the Company’s Shares are listed for trading. No amendment of the Plan or any outstanding Award Certificate that is made without the Participant’s written consent may, in the good faith determination of the Committee, adversely affect any right of a Participant with respect to an outstanding Award, other than an amendment adopted to comply with applicable law, including Code Section 409A, applicable exchange listing standards or accounting rules.

6.2. Termination. The Plan will terminate upon the earlier of the following dates or events to occur:

a.The adoption of a resolution of the Board terminating the Plan; or

b.February 27, 2027, the day before the tenth (10th) anniversary of the adoption of the February 28, 2017 amendment and restatement of the Plan which was approved by the Company’s shareholders at its 2017 Annual Shareholders’ Meeting held on May 4, 2017.

No Awards will be granted under this Plan after it has terminated. The termination of the Plan, however, will not alter or impair any of the rights or obligations of any person under any Award previously granted under the Plan without such person’s consent. After the termination of the Plan, any previously granted Awards will remain in effect and will continue to be governed by the terms of the Plan and the applicable Award Certificate.

ARTICLE VII

GENERAL PROVISIONS

7.1. Nontransferability of Awards. No Award under the Plan will be subject in any manner to alienation, anticipation, sale, assignment, pledge, encumbrance or transfer, and no other persons will otherwise acquire any rights therein, except as provided below.

a.Any Award may be transferred by will or by the laws of descent or distribution.

b.Unless the applicable Award Certificate provides otherwise, all or any part of a Nonqualified Stock Option or Shares of Restricted Stock may be transferred to a family member without consideration. For purposes of this subsection (b), “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Participant, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets,

Exhibit 10.4*#

and any other entity in which these persons (or the Participant) own more than fifty percent (50%) of the voting interests.

Any transferred Award will be subject to all of the same terms and conditions as provided in the Plan and the applicable Award Certificate. The Participant or the Participant’s estate will remain liable for any withholding tax that may be imposed by any federal, state or local tax authority. The Company may, in its sole discretion, disallow all or a part of any transfer of an Award pursuant to this subsection 7.1(b) unless and until the Participant makes arrangements satisfactory to the Company for the payment of any withholding tax. The Participant must immediately notify the Company, in the form and manner required by the applicable Award Certificate or as otherwise required by the Company, of any proposed transfer of an Award pursuant to this subsection 7.1(b). No transfer will be effective until the Company consents to the transfer.

a.Unless the applicable Award Certificate provides otherwise, any Nonqualified Stock Option transferred by a Participant pursuant to subsection (b) may be exercised by the transferee only to the extent that the Award would have been exercisable by the Participant had no transfer occurred. The transfer of Shares upon exercise of the Award will be conditioned on the payment of any withholding tax.

b.Restricted Stock may be freely transferred after the restrictions lapse or are satisfied and the Shares are delivered, provided, however, that Restricted Stock awarded to an affiliate of the Company may be transferred only pursuant to Rule 144 under the Securities Act, or pursuant to an effective registration for resale under the Securities Act. For purposes of this subsection (d), “affiliate” will have the meaning assigned to that term under Rule 144.

c.In no event may a Participant transfer an Incentive Stock Option other than by will or the laws of descent and distribution.

7.2. Withholding of Taxes. The Committee, in its discretion, may require the satisfaction of a Participant’s tax withholding obligations by any of the following methods or any method as it determines to be in accordance with the laws of the jurisdiction in which the Participant resides, has domicile or performs services.

a.Stock Options and Stock Appreciation Rights. As a condition to the delivery of Shares pursuant to the exercise of a Stock Option or Stock Appreciation Right, the Committee may require that the Participant, at the time of exercise, pay to the Company by cash, certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations. The Committee may also, in its discretion, accept payment of tax withholding obligations through any of the Exercise Price payment methods described in Section 4.3(d).

b.Other Awards Payable in Shares. The Participant shall satisfy the Participant’s tax withholding obligations arising in connection with the release of restrictions on Restricted Units, Restricted Stock and Other Stock-Based Awards by payment to the Company in cash or by certified check, bank draft, wire transfer or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. However, subject to any requirements of applicable law, the Company may also satisfy the Participant’s tax withholding obligations by other methods, including selling or withholding Shares that would otherwise be available for delivery.

c.Cash Awards. The Company may satisfy a Participant’s tax withholding obligation arising in connection with the payment of any Award in cash by withholding cash from such payment.

7.3. No Implied Rights. The establishment and operation of the Plan, including the eligibility of a Participant to participate in the Plan, will not be construed as conferring any legal or other right upon any Director for any continuation of directorship or any Employee for the continuation of employment through the end of any Performance Cycle or other period. The Company expressly reserves the right, which may be exercised at any time and in the Company’s sole discretion, to discharge any individual or treat him or her without regard to the effect that discharge might have upon him or her as a Participant in the Plan.

7.4. No Obligation to Exercise Awards. The grant of a Stock Option or Stock Appreciation Right will impose no obligation upon the Participant to exercise the Award.

7.5. No Rights as Shareholders. A Participant who is granted an Award under the Plan will have no rights as a shareholder of the Company with respect to the Award unless and until Shares underlying the Award are registered in the Participant’s name. The right of any Participant to receive an Award by virtue of participation in the Plan will be no greater than the right of any unsecured general creditor of the Company.

7.6. Indemnification of Committee. The Company will indemnify, to the fullest extent permitted by law, each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that the person, or the executor or administrator of the person’s estate, is or was a member of the Committee or an authorized delegate of the Committee.

7.7. No Required Segregation of Assets. Neither the Company nor any Subsidiary will be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan.

Exhibit 10.4*#

7.8. Nature of Payments. All Awards made pursuant to the Plan are in consideration of services for the Company or a Subsidiary. Any gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any other employee benefit plan of the Company or a Subsidiary, except as the Committee otherwise provides. The adoption of the Plan will have no effect on Awards made or to be made under any other benefit plan covering an employee of the Company or a Subsidiary or any predecessor or successor of the Company or a Subsidiary.

7.9. Securities Law Compliance. Awards under the Plan are intended to satisfy the requirements of Rule 16b-3 under the Exchange Act. If any provision of this Plan or any grant of an Award would otherwise frustrate or conflict with this intent, that provision will be interpreted and deemed amended so as to avoid conflict. No Participant will be entitled to a grant, exercise, transfer or payment of any Award if the grant, exercise, transfer or payment would violate the provisions of the Sarbanes-Oxley Act of 2002 or any other applicable law.

7.10. Coordination with Other Plans, Programs or Agreements. If this Plan provides a level of benefits with respect to Awards that differs from the level of benefits provided under a Company severance plan or other plan, program or agreement that specifically addresses the treatment of Awards upon certain events, then the terms of the plan, program or agreement that provides for the more favorable benefit to the Participant shall govern.

7.11. Section 409A Compliance. Notwithstanding any other provision of this Plan or an applicable Award Certificate to the contrary, the provisions of this Section 7.11 shall apply to all Awards that were issued or became vested on or after January 1, 2005 and that are subject to Code Section 409A, but only with respect to the portion of such Award that is subject to Code Section 409A.

a.General. This Plan is intended to comply with the requirements of Code Section 409A or an exemption or exclusion therefrom and, with respect to amounts that are subject to Code Section 409A, it is intended that this Plan be administered in all respects in accordance with Code Section 409A. Each payment under any Award that constitutes nonqualified deferred compensation subject to Code Section 409A shall be treated as a separate payment for purposes of Code Section 409A. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Code Section 409A. To the extent the Committee determines that any Award granted under the Plan is subject to Code Section 409A, the Award Certificate evidencing such Award will incorporate the terms and conditions required by Code Section 409A. To the extent applicable, the Plan and the Award Certificate will be interpreted in accordance with Code Section 409A and the applicable regulations and rulings thereunder. Notwithstanding any other provision of the Plan to the contrary, in the event that the Committee determines that any Award may be subject to Code Section 409A, the Committee may adopt such amendments to the Plan and/or the applicable Award Certificate or adopt policies and procedures or take any other action or actions, including an action or amendment with retroactive effect, that the Committee determines is necessary or appropriate to (i) exempt the Award from the application of Code Section 409A or (ii) comply with the requirements of Code Section 409A.

b.Modifications to Defined Terms. The following modifications to Plan provisions (and, if necessary, applicable Award Certificate provisions) shall apply to any Awards and Award Certificates that are outstanding as of the Effective Date, to the extent applicable.

i.Any payment of deferred compensation subject to Code Section 409A that is to be made under an Award other than an Annual Performance Bonus upon the occurrence of a Change in Control or any change in the timing and/or form of such payment as a direct result of a Change in Control (including payments made upon a specified date or event occurring after a Change in Control) shall not be made, or such change in timing and/or form shall not occur, unless such Change in Control is also a “change in ownership or effective control” of the Company within the meaning of Code Section 409A(a)(2)(A)(v) and applicable regulations and rulings thereunder and such payment, or such change in timing and/or form, occurs no later than two (2) years after the date of such change in ownership or effective control of the Company, in each case to the extent required to avoid the recipient of such Award from incurring tax penalties under Code Section 409A in respect of such Award. Notwithstanding the foregoing, if the Committee takes an action pursuant to Section 5.4(b) to accelerate the payment of deferred compensation upon a Change in Control, then any accelerated payment shall occur on a date specified in the applicable Award Certificate, which date shall be no later than ninety (90) days after a “change in ownership or effective control” of the Company. The payment of an Annual Performance Bonus that is to be accelerated pursuant to Subsection 4.4(g) shall occur within thirty (30) days after a “change in ownership or effective control” of the Company within the meaning of Code Section 409A(a)(2)(A)(v).

ii.The definition of “Change in Control Termination” in subsection (b) of that definition shall be deleted in its entirety and replaced with the following:

“(b) termination of the Participant’s employment by the Participant after one of the following events:

Exhibit 10.4*#

1.the Company (1) assigns or causes to be assigned to the Participant duties inconsistent in any material respect with his or her position as in effect immediately prior to the Change in Control; (2) makes or causes to be made any material adverse change in the Participant’s position (including titles and reporting relationships and level), authority, duties or responsibilities, or the budget over which the Participant retains authority; or (3) takes or causes to be taken any other action which results in a material diminution in such position, authority, duties or responsibilities or the budget over which the Participant retains authority; or

2.the Company, without the Participant’s consent, (1) requires the Participant to relocate to a principal place of employment more than fifty (50) miles from his or her existing place of employment, which increases the Participant’s commute from his or her principal residence by more than fifty (50) miles; or (2) materially reduces the Participant’s base salary, annual bonus, or retirement, welfare, share incentive, perquisite (if any) and other benefits taken as a whole;

provided that an event described in (i) or (ii) above shall permit a Participant’s termination of employment to be deemed a Change in Control Termination only if (x) the Participant provides written notice to the Company specifying in reasonable detail the event upon which the Participant is basing his termination within ninety (90) days after the occurrence of such event, (y) the Company fails to cure such event within thirty (30) days after its receipt of such notice, and (z) the Participant terminates his employment within sixty (60) days after the expiration of such cure period.”

iii.A Termination of Directorship or Termination of Employment shall only occur where such Termination of Directorship or Termination of Employment is a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and the applicable regulations and rulings thereunder. For purposes of determining whether a Termination of Directorship has occurred under this subsection 7.11(b)(iii), services provided in the capacity of an employee or otherwise shall be excluded.

c.Modifications to or Adjustments of Awards. Any modifications to an Award pursuant to subsection 3.2(g) or adjustments of an Award pursuant to subsections 4.8 or 5.3 shall comply with the requirements of Code Section 409A.

d.Specified Employees. Payments to any Participant who is a “specified employee” of deferred compensation that is subject to Code Section 409A(a)(2) and that becomes payable upon, or that is accelerated upon, such Participant’s Termination of Employment (as modified by Subsection 7.11(b)(iii)), shall not be made on or before the date which is six (6) months following such Participant’s Termination of Employment (or, if earlier, such Participant’s death). A specified employee for this purpose shall be determined by the Committee or its delegate in accordance with the provisions of Code Section 409A and the regulations and rulings thereunder. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Code Section 409A, such amounts shall be paid to the personal representative of the Participant’s estate within sixty (60) days following the date of the Participant’s death.

7.12. Governing Law, Severability. The Plan and all determinations made and actions taken under the Plan will be governed by and construed in accordance with the laws of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. Whenever the words “include,” “includes,” or “including” are used in this Plan, they shall be deemed to be followed by the words “but not limited to” and, unless the context provides otherwise, the word “or” shall be understood to mean “and/or.” If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability will not affect any other parts of the Plan, which parts will remain in full force and effect.

7.13. Unfunded Status of Plan. It is intended that this Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Shares or make payments; provided, however, that unless the Committee determines otherwise, the existence of such trusts or other arrangements is consistent with the “unfunded” status of this Plan.

7.14. Recoupment.

a.Forfeiture. Unless otherwise determined by the Committee, if the Company is required to prepare a material negative accounting restatement due to the noncompliance of the Company with any financial reporting requirement under the securities law as a result of misconduct and the Committee determines that a Participant (i) knowingly engaged in the misconduct, (ii) was grossly negligent with respect to such misconduct or (iii) knowingly or grossly negligently failed to prevent the misconduct, the Company may require that such Participant pay to the Company an amount, as determined by the Committee in its sole discretion, up to the sum of (1) the Fair Market Value of any Shares held by the Participant as of the date that the Committee requires forfeiture that were acquired by the Participant, pursuant to an Award, during the three-year period immediately following the first public filing of the financial document requiring restatement plus (2) the excess, if any, of (A) the proceeds from the sale (including sales

Exhibit 10.4*#

to the Company) of any Shares acquired by the Participant, pursuant to an Award, during the three-year period immediately following the first public filing of the financial document requiring restatement over (B) the amount, if any, paid by the Participant to purchase such Shares, plus (3) any proceeds received by the Participant upon cash settlement of any Award during the three-year period immediately following the first public filing of the financial document requiring restatement. The amount described in the previous sentence shall be paid by the Participant within sixty (60) days of receipt from the Company of written notice requiring payment by the Participant of such amount.

b.Committee Determination. Without limiting the generality of Article III, the Committee shall make all determinations required pursuant to this Section 7.14 in its sole discretion and such determinations shall be conclusive and binding on all persons. Notwithstanding any provision of Section 7.14(a) to the contrary, the Committee has sole discretion not to require a Participant to repay any amount (including the amount described in Section 7.14(a)) and its determination not to require repayment with respect to any particular act by any particular Participant shall not in any way reduce or eliminate the Committee’s authority to require repayment of any amounts with respect to any other act or any other Participant.

c.Effect of Change in Control. Notwithstanding the foregoing, this Section 7.14 shall not be applicable to any Participant on or after a Change in Control.

d.Non-Exclusive Remedy. This Section 7.14 shall be a non-exclusive remedy and nothing contained herein shall preclude the Company from pursuing any and all other applicable remedies available to the Company, whether in addition to, or in lieu of, any remedies described in this Section 7.14.

7.15. Holding Period. Reporting Persons subject to the Company’s share ownership guidelines shall not be permitted to sell, transfer or otherwise alienate Shares received upon the vesting or exercise of any Award issued hereunder until the earlier of (i) the first anniversary of the date that such Reporting Person acquired such Shares or (ii) the date that such Reporting Person satisfies the applicable share ownership guidelines; provided, however, that such restriction shall lapse and be of no force and effect as of such Reporting Person’s Termination of Employment or upon a Change in Control. The foregoing restriction shall not apply to any Shares withheld by the Company or surrendered by the Reporting Person in payment of applicable income tax withholdings or to pay the exercise price of a Stock Option or Stock Appreciation Right. Further, such restriction on transfer shall not preclude the transfer of such Shares to family members (as defined in Section 7.1(b)) or other transfers for estate planning purposes; provided, however, that such one-year restriction on sale shall remain applicable to such transferred Shares.

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Simon M. Bates, certify that:

1.I have reviewed this quarterly report on Form 10-Q of GCP Applied Technologies Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2020


						/s/ SIMON M. BATES
						Simon M. Bates President and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Craig A. Merrill, certify that:

1.I have reviewed this quarterly report on Form 10-Q of GCP Applied Technologies Inc.;

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2020


						/s/ CRAIG A. MERRILL
						Craig A. Merrill Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), the undersigned certifies that (1) this Quarterly Report of GCP Applied Technologies Inc. (the "Company") on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (this "Report"), fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ SIMON M. BATES
Simon M. Bates President and Chief Executive Officer (Principal Executive Officer)

/s/ CRAIG A. MERRILL
Craig A. Merrill Vice President and Chief Financial Officer (Principal Financial Officer)

Date: November 6, 2020

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.