EXHIBIT 10.12
FORM OF STOCK PLEDGE AGREEMENT
between Tupperware and various executives
THIS STOCK PLEDGE AGREEMENT dated as of __________,
______ (this "Agreement") by and between __________________ (the
"Pledgor") and Dart Industries Inc., a Delaware corporation (the
"Secured Party"), recites and provides:
RECITALS
The Pledgor has executed and delivered a promissory note of
even date herewith (the "Note") made by the Pledgor payable to
the order of the Secured Party in the principal amount of
$__________, together with accrued interest thereon at the rate
set forth therein. The Pledgor has agreed to pledge and deliver
to the Secured Party, as security for the payment of the
indebtedness evidenced by the Note, ______ shares of common stock
of Tupperware Corporation, a Delaware corporation (the
"Company"), in accordance with the terms and conditions set forth
in this Agreement.
PLEDGE AGREEMENT
NOW, THEREFORE, the parties to this Agreement agree as
follows:
1. Pledge of Collateral. The Pledgor hereby assigns and
delivers to the Secured Party, with appropriate stock powers in
the form of Exhibit A hereto-endorsed in blank, _________ shares
of common stock of the Company. Such securities, and any
replacements or substitutions thereof, all dividends and
distributions thereon, all accessions thereto, and all proceeds
thereof, are referred to in this document as the "Collateral."
All of the Collateral will be held by the Secured Party subject
to the terms and conditions of this Agreement.
2. Certificates. The Pledgor agrees to deliver promptly
to the Secured Party, with stock powers in the form of Exhibit A
hereto endorsed in blank or other appropriate instruments of
assignment, all certificates (if any) representing stock
dividends or stock splits or rights to purchase or subscribe for
additional stock, or other rights, accessions or increments with
respect to any securities constituting a portion of the
Collateral. Such certificates (if any) will be held by the
Secured Party subject to the terms and conditions of this
Agreement.
3. Secured Indebtedness. This pledge of the Collateral
secures all indebtedness of the Pledgor to the Secured Party
evidenced by the Note and all obligations of the Pledgor to the
Secured Party under this Agreement, including any attorneys' fees
and other expenses incurred in the collection of the Note or the
enforcement of this Agreement. Upon payment of the entire
indebtedness of the Pledgor to the Secured Party evidenced by the
Note, this Agreement will terminate and all the Collateral will
be returned and delivered by the Secured Party to the Pledgor.
4. Sale of Collateral. The Pledgor covenants and agrees
that he or she will not sell, assign, transfer, pledge or
otherwise dispose of or create a lien on or security interest
in any of the Collateral so long as it is subject to this
Agreement, except that the Pledgor may, by irrevocable written
notice to the Secured Party, transfer all or any portion of the
Collateral to the Secured Party on a date specified in the notice
(which shall not be earlier than the date on which the Secured
Party receives the notice) and apply the value of the transferred
Collateral to the indebtedness evidenced by the Note in accordance
with the terms of the Note. The value of the transferred
Collateral will be calculated on the basis of the closing price of
the Company's common stock on the New York Stock Exchange on the
date of transfer to the Secured Party.
5. Partial Release of Collateral. When the Pledgor has
paid 25% of the original principal sum of this Note and the
Associated Interest (as defined in the Note), the Secured Party
will promptly release to the Pledgor 25% of the number of shares
of common stock originally pledged hereunder (adjusted for any
stock splits and stock dividends), taking into account any sale
of Collateral pursuant to paragraph 4 hereof. When the Pledgor
has paid 50% of the original principal sum of this Note and the
Associated Interest (as defined in the Note), the Secured Party
will promptly release to the Pledgor 50% of the number of shares
of common stock originally pledged hereunder (adjusted for any
stock splits and stock dividends), taking into account any sale
of Collateral pursuant to paragraph 4 hereof and any previous
release of Collateral pursuant to this paragraph 5. When the
Pledgor has paid 75% of the original principal sum of this Note
and the Associated Interest (as defined in the Note), the Secured
Party will promptly release to the Pledgor 75% of the number of
shares of common stock originally pledged hereunder (adjusted for
any stock splits and stock dividends), taking into account any
sale of Collateral pursuant to paragraph 4 hereof and any
previous release of Collateral pursuant to this paragraph 5. Any
release of Collateral pursuant to this paragraph 5 shall be
subject to the conditions that at the time thereof no default by
the Pledgor shall have occurred and be continuing under the Note
or under this Agreement and that such release will not result in
any violation of Regulation U of the Board of Governors of the
Federal Reserve System.
6. Pledgor's Representation. The Pledgor represents,
warrants and covenants that he or she is the lawful owner of all
of the Collateral, free and clear of all liens or claims of any
sort whatsoever, other than the lien established by this
Agreement, and that he or she will maintain the Collateral free
of all such liens or claims until all indebtedness evidenced by
the Note is fully and finally paid.
7. Further Assurances. The Pledgor covenants and agrees to
execute and deliver or cause to be executed and delivered, and to
do or make or cause to be done or made, upon the request of the
Secured Party, any and all agreements, instruments, acts or
things, supplemental, confirmatory or otherwise, as may
reasonably be required by the Secured Party for the purpose of,
or in connection with, perfecting and completing the pledge of
the Collateral in accordance with the terms and conditions of
this Agreement.
8. Dividends and Voting Rights. So long as there exists
no event of default under this Agreement or under the Note,
subject to the provisions of paragraphs 2 and 9 hereof, the
Pledgor will have and enjoy all rights attaching to the Collateral,
including the right to exercise any and all voting rights and the
right to receive all dividends, subject to Section 2 of the Note.
9. Default and Remedies. In the event of any default by
the Pledgor in the payment of any sum under this Agreement or any
indebtedness of the Pledgor evidenced by the Note which default
continues for a period of five (5) days, or any other default
under the Note or under this Agreement which continues for a
period of fifteen (15) days after written notice given by the
Secured Party to the Pledgor in accordance with the provisions of
the Note, all right, title and ownership in and to the Collateral
will transfer ipso facto to the Secured Party, at its option.
The transfer of the Collateral to the Secured Party will include
all rights attaching to the Collateral, including the right to
receive all dividends and the right to exercise any and all
voting rights. Such transfer and delivery of the Collateral will
be accepted by the Secured Party in full or partial satisfaction
of the outstanding indebtedness evidenced by the Note, which
indebtedness will be reduced by an amount equal to the value of
the Collateral on the date of its delivery to the Secured Party.
The value of the Collateral will be calculated on the basis of
the closing price of the Company's common stock on the New York
Stock Exchange on the date of transfer to the Secured Party. If
the value of the Collateral is insufficient to discharge the
outstanding indebtedness and other costs and expenses owed under
the Note and this Agreement, the Pledgor will remain liable for
the deficiency. If the value of the Collateral exceeds the
outstanding indebtedness and other costs and expenses owed under
the Note and this Agreement, the Secured Party will transfer to
the Pledgor such excess in the form of common stock of the
Company with a cash payment for any fractional share, and
thereafter the Pledgor will have no other or further liability
arising from such indebtedness.
10. Expenses. The Pledgor will pay all costs of collection
and enforcement of this Agreement (including court costs and
attorneys' fees) in the event of default or failure of the
Pledgor to fulfill any term, covenant or condition under this
Agreement.
11. Binding Agreement; Governing Law. This Agreement will
bind the parties hereto and their respective heirs, personal
representatives, successors and assigns. This Agreement will be
governed by Florida law.
12. Notices. All notices, requests, demands and other
communications with respect to this Agreement will be in writing
and will be delivered in the manner and at the addresses
specified in the Note.
IN WITNESS WHEREOF, the Pledgor and the Secured Party have
executed or caused this Agreement to be executed in their names
as of the date first above written.
PLEDGOR
_______________________________
Name:__________________________
SECURED PARTY
DART INDUSTRIES INC.
By:____________________________
Title:_________________________
EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell,
assign and transfer to _____________________________ _____ Shares
of Common Stock of Tupperware Corporation, a Delaware
corporation, represented by Certificate No. ___________ (the
"Stock"), standing in the name of the undersigned on the books of
said corporation and does hereby irrevocably constitute and
appoint ___________________________________ as the undersigned's
true and lawful attorney, for it and in its name and stead, to
sell, assign and transfer all or any of the Stock, and for that
purpose to make and execute all necessary acts of assignment and
transfer thereof; and to substitute one or more persons with like
full power, hereby ratifying and confirming all that said
attorney or substitute or substitutes shall lawfully do by virtue
hereof.
Dated: _______________
IMPORTANT ____________________________
The signature must correspond
in every particular, without
alteration, with the name as Name:_______________________
printed on your Certificate.
