CEO] NEWELL RUBBERMAID INC. 2003 STOCK PLAN STOCK OPTION AGREEMENT
Exhibit 10.6
[CEO]
XXXXXX RUBBERMAID INC. 2003 STOCK PLAN
A Stock Option (the “Option”) granted by Xxxxxx Rubbermaid Inc., a Delaware corporation (the
“Company”), to the employee named in the attached Option letter (the “Optionee”), for common stock,
par value $1.00 per share and related preferred stock purchase rights (the “Common Stock”), of the
Company, shall be subject to the following terms and conditions:
1. Stock Option Grant. Subject to the provisions set forth herein and the terms and
conditions of the Xxxxxx Rubbermaid Inc. 2003 Stock Plan (the “Plan”), a copy of which is attached
hereto and the terms of which are hereby incorporated by reference, and in consideration of the
agreements of the Optionee herein provided, the Company hereby grants to the Optionee an Option to
purchase from the Company the number of shares of Common Stock, at the purchase price per share,
and on the schedule, set forth in the attached Option letter. Any Incentive Stock Option is
intended to be an incentive stock option within the meaning of Section 422A of the Internal Revenue
Code of 1986.
2. Acceptance by Optionee. The exercise of the Option is conditioned upon its
acceptance by the Optionee in the space provided therefor at the end of the attached Option letter
and the return of an executed copy of such Option letter to the Secretary of the Company no later
than 60 days after the Date of Grant set forth therein or, if later, 30 days after the Optionee
receives this Agreement.
3. Exercise of Option. Written notice of an election to exercise any portion of the
Option shall be given by the Optionee, or his personal representative in the event of the
Optionee’s death, in accordance with procedures established by the Organizational Development and
Compensation Committee of the Board of Directors of the Company (the “Committee”) as in effect at
the time of such exercise.
At the time of exercise of the Option, payment of the purchase price for the shares of Common
Stock with respect to which the Option is exercised must be made by one or more of the following
methods: (i) in cash, (ii) in cash received from a broker-dealer to whom the Optionee has
submitted an exercise notice and irrevocable instructions to deliver the purchase price to the
Company from the proceeds of the sale of shares subject to the Option, (iii) by delivery to the
Company of other Common Stock owned by the Optionee that is acceptable to the Company, valued at
its fair market value on the date of exercise, or (iv) by certifying to ownership by attestation of
such previously owned Common Stock. Notwithstanding the foregoing, the payment method specified in
(ii) above may not be used by an Optionee who is subject to Section 16 of the Securities Exchange
Act of 1934 unless otherwise approved by the Committee.
If applicable, an amount sufficient to satisfy all minimum Federal, state and local
withholding tax requirements prior to delivery of any certificate for shares of Common Stock must
also accompany the exercise. Payment of such taxes can be made by a method specified above, and/or
by directing the Company to withhold such number of shares of Common Stock otherwise issuable upon
exercise of the Option with a fair market value equal to the amount of tax to be withheld.
4. Exercise Upon Termination of Employment. If the Optionee’s employment with the
Company and all affiliates terminates for any reason other than death, disability or retirement (as
defined below), and in connection therewith the Optionee’s service on the Board terminates, the
Option shall expire on the date of such termination of employment, and no portion shall be
exercisable after the date of such termination.
In the event of the Optionee’s death, or in the event the Optionee’s employment with the
Company and all affiliates terminates due to disability or retirement and in connection therewith
his service on the Board terminates, the outstanding portion of the Option shall become fully
vested on such date and shall continue to be exercisable until the earlier of the first anniversary
of the date of the Optionee’s termination of employment, or the date the Option expires by its
terms. (Full vesting of an Incentive Stock Option may result in all or part of the Option being
treated as a Non-Qualified Stock Option in accordance with Section 8.4(a) of the Plan.)
In the event the Optionee’s employment with the Company and all affiliates terminates for any
reason other than death, disability or retirement, and the Optionee’s service on the Board
continues thereafter, the outstanding portion of the Option shall continue to vest and remain
exercisable in accordance with the Option letter. If the Optionee’s service on the Board
subsequently terminates, then (i) if the termination of service is due to death or disability, the
outstanding portion of the Option shall become fully vested on such date and shall continue to be
exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of
service or the date the Option expires by its terms, (ii) if the termination of service is due to
retirement, the outstanding portion of the Option shall continue to vest and remain exercisable in
the same manner and to the same extent as if the Optionee had continued service on the Board, and
(iii) if the termination of service is for any reason other than death, disability or retirement,
the outstanding portion of the Option shall expire on the date of such termination of service, and
no portion shall be exercisable after the date of such termination of service.
In the event the Optionee’s employment with the Company and all affiliates terminates due to
disability or retirement, and the Optionee’s service on the Board continues thereafter, the
outstanding portion of the Option shall become fully vested on such date and remain exercisable in
accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates,
then (i) if the termination of service is due to death or disability, the outstanding portion of
the Option shall continue to be exercisable until the earlier of the first anniversary of the
Optionee’s termination of service or the date the Option expires by its terms; (ii) if the
termination of service is due to retirement, the outstanding portion of the Option shall remain
exercisable in the same manner and to the same extent as if the Optionee had continued service on
the Board; and (iii) if the termination of service is for any reason other than death, disability
or retirement, the outstanding portion of the Option shall expire on the later of the date of the
Optionee’s termination of service or the first anniversary of the date of the Optionee’s
termination of employment, but in no event later than the date the Option expires by its terms, and
no portion of the Option shall be exercisable after the date of such expiration.
For purposes of this Section 4, (i) “disability” means (as determined by the Committee in its
sole discretion) the inability of the Optionee to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which is expected to result in
death or disability or which has lasted or can be expected to last for a continuous period of not
less than 12 months, and (ii) “retirement” means (A) while the Optionee is employed, the Optionee’s
termination from employment with the Company and all affiliates without cause (as determined by the
Committee in its sole discretion) when the Optionee is 65 or older; or (B) while the Optionee is a
non-employee Director, retirement in accordance with the Company’s retirement policy for Directors.
The foregoing provisions of this Section 4 shall be subject to the provisions of any written
employment security agreement or severance agreement that has been or may be executed by the
Optionee and the Company, and the provisions in such employment security agreement or severance
agreement concerning exercise of an Option shall supercede any inconsistent or contrary provisions
of this Section 4.
5. Option Not Transferable. The Option may be exercised only by the Optionee during
his lifetime and may not be transferred other than by will or the applicable laws of descent or
distribution or
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pursuant to a qualified domestic relations order. The Option shall not otherwise be assigned,
transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to
attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or
encumbrance of the Option, other than in accordance with its terms, shall be void and of no effect.
6. Surrender of or Changes to Agreement. In the event the Option shall be exercised
in whole, this Agreement shall be surrendered to the Company for cancellation. In the event this
Option shall be exercised in part or a change in the number of designation of the shares of Common
Stock shall be made, this Agreement shall be delivered by the Optionee to the Company for the
purpose of making appropriate notation thereon, or of otherwise reflecting, in such manner as the
Company shall determine, the change in the number or designation of such shares.
7. Administration. The Option shall be exercised in accordance with such
administrative regulations as the Committee shall from time to time adopt.
8. Governing Law. This Agreement, and the Option, shall be construed, administered
and governed in all respects under and by the laws of the State of Delaware.
IN WITNESS WHEREOF, this Agreement is executed by the Company this day of ,
, effective as of the day of , .
| XXXXXX RUBBERMAID INC. |
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