GCP GCP Applied Technologies Inc

On December 21, 2021, GCP Applied Technologies Inc., a Delaware corporation (“GCP” or the “Company”), entered into a letter agreement with each of Simon Bates and Craig Merrill to take advantage of tax planning opportunities that the Company believes may benefit both the Company and the named executives. The letter agreements provide for the acceleration and payment in 2021 of the following compensation that was otherwise scheduled to become payable to the executives in 2022: (i) accelerated payment earned with respect to fiscal year 2021 under GCP’s Annual Incentive Plan in the following amounts: $330,000 for Mr. Bates and $104,000 for Mr. Merrill; (ii) accelerated vesting of restricted stock units (“RSUs”) granted under the GCP Equity and Incentive Plan, as amended and restated, in the following amounts: 11,188 RSUs for Mr. Bates and 7,195 RSUs for Mr. Merrill; and (iii) for Mr. Bates, accelerated vesting of 71,564 shares of restricted stock granted to him under the GCP 2020 Inducement Plan. Under the letter agreements, each executive has agreed to repay to GCP the full amount or value, as applicable, of the accelerated payment if such executive’s employment is terminated by GCP for “Cause” or by the executive without “Good Reason” (as such terms are defined in the executive’s relevant agreement with GCP) prior to the date that an accelerated payment would have otherwise been paid or settled.

The foregoing description of the letter agreements does not purport to be complete and is qualified in its entirety by reference to the text of each of the agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.