EXHIBIT 99.1
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NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of June 14, 2005, is made by and between
Playtex Products, Inc., a Delaware corporation hereinafter referred to as
"Company," and [[FIRSt]] [[LAST]], an employee of the Company, hereinafter
referred to as "Optionee." Any capitalized terms herein not otherwise defined in
Article I shall have the meaning set forth in the Plan (as hereinafter defined).
WHEREAS, the Company has established the Plan (the terms of
which are hereby incorporated by reference and made a part of this Agreement)
and wishes to carry out its purposes; and
WHEREAS, the Committee appointed to administer the Plan has
determined that it would be to the advantage and best interest of the Company
and its shareholders to grant the Option provided for herein to the Optionee as
an incentive for increased efforts during his term of office with the Company,
and has instructed the undersigned officers to issue to the Optionee the
nonqualified option provided for herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement, they
shall have the meaning specified below unless the context clearly indicates to
the contrary. The masculine pronoun shall include the feminine and neuter, and
the singular the plural, where the context so indicates.
SECTION 1.1 BOARD
"Board" shall mean the Board of Directors of the Company.
SECTION 1.2 CAUSE
"Cause" shall mean the Company or any Subsidiary or Parent
Corporation having "cause" to terminate the Optionee's employment or service, as
defined in any existing employment or other agreement between the Optionee and
the Company or a Subsidiary or Parent Corporation or, in the absence of such an
employment or other agreement, upon (i) the determination by the Committee that
the Optionee has ceased to perform his duties to the Company or a Subsidiary or
Parent Corporation (other than as a result of his incapacity due to physical or
mental illness or injury), which failure amounts to an intentional and extended
neglect of his duties to such party, (ii) the Committee's determination that the
Optionee has engaged or is about to engage in conduct materially injurious to
the Company or a Subsidiary or Parent Corporation, (iii) the Optionee having
been convicted of, or plead guilty or no contest to,
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a felony or any crime involving as a material element fraud or dishonesty, (iv)
the failure of the Optionee to follow the lawful instructions of the Board or
his direct superiors or (v) in the case of an Optionee who is a non-employee
director, the Optionee ceasing to be a member of the Board in connection with
the Optionee engaging in any of the activities described in clauses (i) through
(iv) above.
SECTION 1.3 CHANGE IN CONTROL
"Change in Control" shall mean the first to occur of any of the
following: (A) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act, is or becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be
deemed to have beneficial ownership of all shares that such person has the right
to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 40% of the voting stock
of the Company, (B) the sale, lease, transfer, conveyance or other disposition,
in one or a series of related transactions, of all or substantially all of the
assets of the Company to any person or group, or (C) a change in the composition
of the Board occurring within a rolling 24-month period, as a result of which
fewer than a majority of the directors are Incumbent Directors. "Incumbent
Directors" shall mean directors who either (x) are members of the Board as of
the Grant Date or (y) are elected, or nominated for election, to the Board
pursuant to the By-Laws of the Company, but shall not include an individual not
otherwise an Incumbent Director whose election or nomination is in connection
with an actual or threatened proxy contest, including but not limited to a
consent solicitation, relating to the election of directors to the Board.
SECTION 1.4 CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended.
SECTION 1.5 COMMITTEE
"Committee" shall mean the Compensation and Stock Option
Committee of the Board, appointed as provided in the Plan.
SECTION 1.6 COMMON STOCK
"Common Stock" shall mean the common stock, par value $0.01 per
share, of the Company and any stock into which such common stock may be
converted or into which it may be exchanged.
SECTION 1.7 COMPANY
"Company" shall mean Playtex Products, Inc., a Delaware
corporation. In addition, "Company" shall mean any corporation assuming, or
issuing new employee stock options in substitution for, the Options outstanding
under the Plan, in a transaction to which Section 424(a) of the Code applies.
SECTION 1.8 DIRECTOR
"Director" shall mean a member of the Board.
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SECTION 1.9 ELIGIBLE DIRECTOR
"Eligible Director" shall mean a person who is (i) a
"non-employee director" within the meaning of Rule 16b-3 under the Exchange Act,
or a person meeting any similar requirement under any successor rule or
regulation and (ii) an "outside director" within the meaning of Section 162(m)
of the Code and the Treasury Regulations promulgated thereunder.
SECTION 1.10 EXCHANGE ACT
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
SECTION 1.11 FISCAL YEAR
"Fiscal Year" shall mean the fiscal year of the Company, which,
as of the date of this Agreement, is the period ending on the last Saturday in
the calendar year that is nearest to December 31.
SECTION 1.12 GRANT DATE
"Grant Date" shall mean June 14, 2005.
SECTION 1.13 OFFICER
"Officer" shall mean an officer of the Company, as defined in
Rule 16a-l(f) under the Exchange Act, as such Rule may be amended in the future.
SECTION 1.14 OPTION
"Option" shall mean the nonqualified option to purchase Common
Stock granted under this Agreement.
SECTION 1.15 OPTIONEE
"Optionee" shall mean [[First]] [[Last_]], [an employee] of the
Company.
SECTION 1.16 PERFORMANCE OPTION
"Performance Option" shall mean the right and option to
purchase, on the terms and conditions set forth herein, all or any part of an
aggregate of the number of shares of Common Stock set forth in Section 2.1 of
this Agreement and designated as a Performance Option.
SECTION 1.17 PLAN
"Plan" shall mean the Playtex 2003 Stock Option Plan for
Directors and Executive and Key Employees of Playtex Products, Inc., as such
plan may be amended from time to time.
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SECTION 1.18 RULE 16B-3
"Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.
SECTION 1.19 SECRETARY
"Secretary" shall mean the Secretary of the Company.
SECTION 1.20 SECURITIES ACT
"Securities Act" shall mean the Securities Act of 1933, as
amended.
SECTION 1.21 TERMINATION OF EMPLOYMENT
"Termination of Employment" shall mean the time when the
Optionee's employment is terminated for any reason.
SECTION 1.22 TIME OPTION
"Time Option" shall mean the right and option to purchase, on
the terms and conditions set forth herein, all or any part of an aggregate of
the number of shares of Common Stock set forth in Section 2.1 of this Agreement
and designated as a Time Option.
ARTICLE II
GRANT OF OPTION
SECTION 2.1 GRANT OF OPTION
In consideration of the Optionee's agreement to render service
to the Company, and for other good and valuable consideration, on the Grant
Date, the Company irrevocably grants to the Optionee (i) a Time Option to
purchase any part or all of an aggregate of [[Time_Vest_Options]] shares of
Common Stock, upon the terms and conditions set forth in this Agreement, and
(ii) a Performance Option to purchase any part or all of an aggregate of
[[Perf_Cont_Options]] shares of Common Stock, upon the terms and conditions set
forth in this Agreement. The Option shall consist of a Time Option and a
Performance Option. The Option is intended to be a nonqualified stock option,
subject to Section 83(b) of the Code, and is not intended to be treated as an
incentive stock option that complies with Section 422 of the Code.
SECTION 2.2 OPTION PRICE
The price of the shares of Common Stock covered by the Option
shall be $10.59 per share without commission or other charge, which is the "fair
market value" of a share of Common Stock as of the Grant Date, within the
meaning of Section 4.2(b) of the Plan
SECTION 2.3 NO GUARANTEE OF EMPLOYMENT
Nothing in this Agreement or in the Plan shall confer upon the
Optionee any right to continue in the employment of the Company or any
Subsidiary or Parent Corporation, nor
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interfere with or restrict in any way the rights of the Company or a Subsidiary
or Parent Corporation, which are hereby expressly reserved, to terminate the
employment of the Optionee at any time for any reason whatsoever, subject to the
applicable provisions of any employment agreement between the Company or any
Subsidiary or Parent Corporation and the Optionee.
SECTION 2.4 ADJUSTMENTS IN OPTION
In the event that the outstanding shares of the Common Stock
subject to the Option are changed into or exchanged for a different number or
kind of shares of the Company or other securities of the Company by reason of
merger, consolidation, recapitalization, reclassification, stock split up, stock
dividend or combination of shares, the Committee shall make an appropriate and
equitable adjustment in the number and kind of shares as to which the Option, or
portions thereof then unexercised, shall be exercisable, to the end that after
such event the Optionee's proportionate interest shall be maintained as before
the occurrence of such event. Such adjustment in the Option shall be made
without change in the total price applicable to the unexercised portion of the
Option (except for any change in the aggregate price resulting from rounding-off
of share quantities or prices) and with any necessary corresponding adjustment
in the Option price per share. Any such adjustment made by the Committee shall
be final and binding upon the Optionee, the Company and all other interested
persons.
ARTICLE III
PERIOD OF EXERCISABILITY
SECTION 3.1 COMMENCEMENT OF EXERCISABILITY
(a) TIME OPTION. So long as the Optionee continues
to be employed by the Company or any of its Subsidiaries, and notwithstanding
Section 4.3(a) of the Plan, the Time Option shall vest and become exercisable as
to one-third of the shares of the underlying Time Option (the "Annual Vesting
Portion") on the last day of the fiscal first quarter of each of the 2006, 2007
and 2008 fiscal years of the Company (each a "Vesting Date").
(b) PERFORMANCE OPTION. Subject to Optionee's
continued employment with the Company through the Vesting Date (defined below)
and the Company's attainment of 100% of the applicable Target (as defined below)
with respect to the fiscal year of the Company that precedes the fiscal year
during which the Vesting Date occurs, the Performance Option shall vest and
become exercisable as to one-third of the shares of the underlying Performance
Option (the "Annual Vesting Portion") on the last day of the fiscal first
quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (each a
"Vesting Date"); provided, however that, if, the Company attains or exceeds 90%
of the Target, but less than 100%, with respect to any fiscal year, then the
Annual Vesting Portion shall vest in respect of such fiscal year as follows: 50%
of the Annual Vesting Portion shall vest if 90% of Target is attained, and, for
performance between 90% and 100% of Target, the remaining amount of the Annual
Vesting Portion that vests shall be determined using straight line
interpolation. To the extent that any portion of the Annual Vesting Portion does
not vest on the applicable Vesting Date as provided in this Section 2, such
portion shall be forfeited. In no event later than 90 days after the
commencement of each fiscal year of the Company, the Committee shall establish a
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Company performance target (the "Target") for such fiscal year, which may
consist of one or more performance measurements. Notwithstanding the foregoing,
with respect to each of the 2005, 2006 and 2007 fiscal years of the Company, the
Committee shall have sole discretion to determine whether the applicable Target
has been met as of the last day of such Fiscal Year, and any Annual Vesting
Portion shall be deemed vested as of the Vesting Date only to the extent of
attainment of the Target as certified by the Committee. The Target and its
constituent performance measurements may be equitably adjusted by the Committee
in its sole discretion to reflect a Change in Control (as defined in the Plan)
and other corporate events, including, without limitation, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges, other
relevant changes in capitalization, extraordinary non-recurring events,
acquisitions, divestitures and other corporate changes. Vesting shall occur only
in whole shares.
(c) Notwithstanding the foregoing or anything in
Section 4.3(a) of the Plan to the contrary, if the Optionee's employment is
terminated by the Company without Cause within one year following a Change in
Control, the Option (including both the Time Option and Performance Option)
shall become immediately vested and exercisable as to 100% of the shares of
Common Stock subject to the Option as of the date of such termination (but only
to the extent the Option has not otherwise been terminated and canceled or
become exercisable).
(d) Except as provided in Section 3.1 (c), no Option
shall vest or become exercisable following Termination of Employment, and the
portion of the Option that is not vested and exercisable as of Termination of
Employment shall be immediately canceled without payment (or further
consideration to the Optionee) by the Company.
SECTION 3.2 DURATION OF EXERCISABILITY
Each installment provided for in Section 3.1 that becomes
exercisable pursuant to Section 3.1 shall remain exercisable until it terminates
under Section 3.3.
SECTION 3.3 EXPIRATION OF OPTION
The Option may not be exercised to any extent by anyone after
the first to occur of the following events:
(a) The expiration of ten years from the Grant Date;
or
(b) The date of the Optionee's Termination of
Employment if such Termination of Employment is by the Company for Cause; or
(c) The expiration of ninety days from the date of
the Optionee's Termination of Employment by reason of the Company's termination
of his employment without Cause or the Optionee's termination of his employment
for any reason;
(d) The expiration of one year from the date of the
Optionee's Termination of Employment in the case of an Optionee who is disabled
(within the meaning of Section 22(e)(3) of the Code) for any reason other than
such Optionee's death, unless the Optionee dies within said one-year period; or
(e) The expiration of one year from the date of the
Optionee's death.
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ARTICLE IV
EXERCISE OF OPTION
SECTION 4.1 PERSON ELIGIBLE TO EXERCISE
(a) During the lifetime of the Optionee, only he may
exercise the Option or any portion thereof. After the death of the Optionee, any
exercisable portion of the Option may, prior to the time when the Option
terminates under Section 3.3, be exercised by his personal representative or by
any person empowered to do so under the Optionee's will or under the then
applicable laws of descent and distribution.
(b) Notwithstanding the foregoing, the Optionee may
transfer the Option or any portion thereof to a Permitted Transferee (as defined
Section 4.1(b)(4), below), subject to the following:
(1) Such transfer shall be permitted only if
the Optionee does not receive any consideration for the transfer.
(2) Such transfer shall not be effective
unless and until the Optionee has furnished the Committee with written notice of
the transfer and copies of all documents evidencing the transfer, and the
Committee notifies the Optionee in writing that such a transfer would comply
with the requirements of the Plan and this Agreement.
(3) The Option or any portion thereof
transferred by the Optionee to a Permitted Transferee may be exercised by the
Permitted Transferee to the same extent as the Optionee would have been entitled
to exercise it, and shall remain subject to all of the terms and conditions that
would have applied to such Option under the provisions of this Agreement and the
Plan if the Optionee had not transferred the Option or portion thereof to the
Permitted Transferee, except that (A) Permitted Transferees shall not be
entitled to transfer the Option, other than by will or the laws of descent and
distribution; (B) Permitted Transferees shall not be entitled to exercise any
transferred Option unless there shall be in effect a registration statement on
an appropriate form covering the shares of Common Stock to be acquired pursuant
to the exercise of such Option if the Committee determines, consistent with this
Agreement, that such a registration statement is necessary or appropriate; and
(C) the Committee or the Company shall not be required to provide any notice to
a Permitted Transferee, whether or not such notice is or would otherwise have
been required to be given to the Optionee under the Plan or otherwise.
(4) As used in this Agreement, the term
"Permitted Transferee" shall mean, with respect to any Optionee, (A) one or more
members of his or her Immediate Family, (B) a trust solely for the benefit of
the Optionee and/or one or more members of his or her Immediate Family, or (C) a
partnership or limited liability company whose only partners or members are the
Optionee and/or one or more members of his or her Immediate Family. For this
purpose, members of an Optionee's "Immediate Family" shall include his or her
spouse, children or grandchildren (including adopted children and grandchildren
and step-children and step-grandchildren).
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SECTION 4.2 MANNER OF EXERCISE
The Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary or his office of all of the following prior
to the time when the Option or such portion becomes unexercisable under Section
3.3:
(a) Notice in writing signed by the Optionee or the
other person then entitled to exercise the Option or portion, stating that the
Option or portion is thereby exercised, such notice complying with all
applicable rules established by the Committee; and
(b) (i) Full payment (in cash or by cashier's
check) for the shares with respect to which such Option or portion is exercised;
or
(ii) With the consent of the Committee,
shares of Common Stock owned by the Optionee with a fair market value (as
determined under Section 4.2(b) of the Plan) on the date of Option exercise
equal to the aggregate purchase price of the shares of Common Stock with respect
to which such Option or portion is exercised, which shares shall be duly
endorsed for transfer to the Company and shall have been held by the Optionee
for the requisite period of time to avoid adverse accounting consequences to the
Company with respect to the Option; or
(iii) Payment through a broker in accordance
with procedures permitted by Regulation T of the Federal Reserve Board; or
(iv) To the extent permitted by applicable
law, such other method as prescribed by the Committee; or
(v) With the consent of the Committee, any
combination of the consideration provided in the foregoing subparagraphs (i)
through (iv); and
(c) A bona fide written representation and
agreement, in a form satisfactory to the Committee, signed by the Optionee or
other person then entitled to exercise such Option or portion, stating that the
shares of stock are being acquired for his own account, for investment and
without any present intention of distributing or reselling said shares or any of
them except as may be permitted under the Securities Act and the then applicable
rules and regulations thereunder, and that the Optionee or other person then
entitled to exercise such Option or portion will indemnify the Company against
and hold it free and harmless from any loss, damage, expense or liability
resulting to the Company if any sale or distribution of the shares by such
person is contrary to the representation and agreement referred to above. The
Committee may, in its absolute discretion, take whatever additional actions it
deems appropriate to insure the observance and performance of such
representation and agreement and to effect compliance with the Securities Act
and any other federal or state securities laws or regulations. Without limiting
the generality of the foregoing, the Committee may require an opinion of counsel
acceptable to it to the effect that any subsequent transfer of shares acquired
on an Option exercise does not violate the Securities Act, and may issue
stop-transfer orders covering such shares. Share certificates evidencing stock
issued on exercise of this Option shall bear an appropriate legend referring to
the provisions of this subsection (c) and the agreements herein. The written
representation and agreement referred to in the first sentence of this
subsection (c) shall, however, not be required if
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the shares to be issued pursuant to such exercise have been registered under the
Securities Act, and such registration is then effective in respect of such
shares; and
(d) Full payment to the Company (or other employer
corporation) of all amounts, which, under federal, state or local tax law, the
Company is required to withhold upon exercise of the Option; provided, that the
Company shall be authorized to take such action as may be necessary in the
opinion of the Company's counsel, including, without limitation, withholding
amounts from any compensation, including the Optionee's salary, or other amount
owing from the Company to the Optionee, to satisfy such requirements, provided,
further, that, with the consent of the Committee (i) shares of Common Stock
owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing
requirements of Section 4.3 of this Agreement, shares of the Common Stock
issuable to the Optionee upon exercise of the Option, may be used by the
Optionee to make all or part of the payment required by this Section 4.2(d); and
(e) In the event the Option or portion shall be
exercised pursuant to Section 4.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option.
SECTION 4.3 CERTAIN TIMING REQUIREMENTS
Shares of Common Stock issuable to the Optionee upon exercise of
the Option may be used to satisfy the Option price or the tax withholding
consequences of such exercise only with the consent of the Committee and only
(i) during the period beginning on the third business day following the date of
release of the quarterly or annual summary statement of sales and earnings of
the Company and ending on the 12th business day following such date or (ii)
pursuant to an irrevocable written election by the Optionee to use shares of
Common Stock issuable to the Optionee upon exercise of the Option to pay all or
part of the Option price or the withholding taxes (subject to the approval of
the Committee) made at least six months prior to the payment of such Option
price or withholding taxes.
SECTION 4.4 CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES
The shares of Common Stock deliverable upon the exercise of the
Option, or any portion thereof, may be either previously authorized but unissued
shares or issued shares which have then been reacquired by the Company. Such
shares shall be fully paid and nonassessable. The Company shall not be required
to issue or deliver any certificate or certificates for shares of stock
purchased upon the exercise of the Option or portion thereof prior to
fulfillment of all of the following conditions:
(a) The completion of any registration or other
qualification of such shares under any state or federal law or under rulings or
regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable; and
(b) The obtaining of any approval or other clearance
from any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and
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(c) The lapse of such reasonable period of time
following the exercise of the Option as the Committee may from time to time
establish for reasons of administrative convenience.
SECTION 4.5 RIGHTS AS SHAREHOLDER
The holder of the Option shall not be, nor have any of the
rights or privileges of, a shareholder of the Company in respect of any shares
purchasable upon the exercise of any part of the Option unless and until
certificates representing such shares shall have been issued by the Company to
such holder.
ARTICLE V
OTHER PROVISIONS
SECTION 5.1 ADMINISTRATION
The Committee shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith and to interpret or
revoke any such rules. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Optionee, the Company and all other interested persons. No member of
the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Option.
SECTION 5.2 OPTION NOT TRANSFERABLE
Neither the Option nor any interest or right therein or part
thereof shall be used to satisfy any liability for the debts, contracts or
engagements of the Optionee or his successors in interest or, subject to Section
4.1 of this Agreement, be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that this Section 5.2 shall not
prevent transfers by will or by the applicable laws of descent and distribution.
SECTION 5.3 SHARES TO BE RESERVED
The Company shall at all times during the term of the Option
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.
SECTION 5.4 TITLES
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
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SECTION 5.5 CONSTRUCTION
This Agreement shall be administered, interpreted and enforced
under the laws of the State of Delaware.
SECTION 5.6 CONFORMITY TO SECURITIES AND TAX LAWS
The Plan is intended to conform to the extent necessary with all
provisions of the Securities Act, the Exchange Act and the Code and any and all
regulations and rules promulgated by the Securities and Exchange Commission and
the United States Treasury thereunder, including, without limitation, Rule 16b-3
and Regulations adopted pursuant to Code Section 162(m). Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Option
is granted and may be exercised, only in such a manner as to conform to such
laws, rules and regulations. To the extent permitted by applicable law, the Plan
and this Agreement shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.
SECTION 5.7 CONFLICTS
In the event of any conflict between the terms of the Plan and
the terms of this Agreement, unless otherwise specifically provided herein, the
terms of the Plan shall govern.
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IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & CFO
By:
------------------------------------
Name: [[FIRST]] [[LAST]] (Signature)
------------------------------------
------------------------------------
Address
Optionee's Taxpayer Identification Number:
------------------------------------
TIME OPTION
No. of Shares: [[TIME_VEST_OPTIONS]] Price: $10.59
Vesting: 33-1/3% of the shares vest on the last day of the fiscal first
quarter of each of the 2006, 2007 and 2008 Fiscal Years
PERFORMANCE OPTION
No. of Shares: [[PERF_CONT_OPTIONS]] Price: $10.59
Vesting: 33-1/3% of the shares vest on the last day of the fiscal first quarter
of each of the 2006, 2007 and 2008 Fiscal Years (each, a "Vesting Date"), if and
only if the Company achieves the Targets set forth on Schedule A of the
Agreement with respect to the Fiscal Year preceding each applicable Vesting
Date, as determined and certified by the Committee (See Section 3.1 (b)).
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IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & CFO
By:
------------------------------------
Name: [[FIRST]] [[LAST]] (Signature)
------------------------------------
------------------------------------
Address
Optionee's Taxpayer Identification Number:
------------------------------------
TIME OPTION
No. of Shares: [[TIME_VEST_OPTIONS]] Price: $10.59
Vesting: 33-1/3% of the shares vest on the last day of the fiscal first
quarter of each of the 2006, 2007 and 2008 Fiscal Years
PERFORMANCE OPTION
No. of Shares: [[PERF_CONT_OPTIONS]] Price: $10.59
Vesting: 33-1/3% of the shares vest on the last day of the fiscal first quarter
of each of the 2006, 2007 and 2008 Fiscal Years (each, a "Vesting Date"), if and
only if the Company achieves the Targets set forth on Schedule A of the
Agreement with respect to the Fiscal Year preceding each applicable Vesting
Date, as determined and certified by the Committee (See Section 3.1 (b)).
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SCHEDULE A
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TARGETS
For the 2005 fiscal year, the Target shall be the Playtex
Value Measure of $37.4 million. In no event later than 90 days after the
commencement of fiscal 2006 and 2007 of the Company, the Committee shall
establish a Company performance Target for such fiscal year, which may consist
of one or more performance measurements.
