EXHIBIT 10.2
XXXXXX RUBBERMAID INC. 2003 STOCK PLAN
PERFORMANCE SHARE AWARD AGREEMENT
A Performance Share Award (the "Award") granted by Xxxxxx
Rubbermaid Inc., a Delaware corporation (the "Company"), to the
employee named in the attached Award letter (the "Grantee"), relating
to the 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 and the provisions 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:
1. ACCEPTANCE BY GRANTEE. The receipt of the Award is
conditioned upon its acceptance by the Grantee in the space provided
therefor at the end of the attached Award letter and the return of an
executed copy of such Award letter to the Secretary of the Company no
later than 60 days after the Award Date set forth therein or, if
later, 30 days after the Grantee receives this Agreement.
2. ISSUANCE OF SHARES. On or prior to March 31, 2007, the
Grantee shall be entitled to receive a number of shares of Common
Stock (the "Award Shares") having a Fair Market Value (determined as
of the Payout Date) equal to the product of the Payout Percentage
multiplied by the Target Award. For purposes of this Award, (i)
"Payout Date" shall mean the date on which the Award Shares, if any,
are issued to Grantee pursuant to this Award; (ii) "Payout Percentage"
shall mean the percentage of the target cash bonus earned by Grantee
under the Company's Management Cash Bonus Plan for the 12-month period
ending December 31, 2006; and (iii) "Target Award" shall mean the
value of Grantee's target Performance Share award, which amount shall
be calculated by multiplying the Grantee's base salary earned during
the 12-month period ending December 31, 2006 by the percentage of the
Grantee's base salary indicated as the target Award in the attached
Award letter; provided that transfer of employment to a different
position within the Company or any of its affiliates may result in
adjustment of the percentage of the Grantee's base salary used to
determine the Target Award, in the discretion of the Vice President
Human Resources.
3. TRANSFER RESTRICTIONS. This Award shall not be sold,
assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee (or his estate or personal
representative, as the case may be). Award Shares, once issued, shall
be freely transferable and subject to no restrictions on transfer,
other than any such restrictions arising under federal, state or
foreign securities laws.
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4. DEATH, DISABILITY OR RETIREMENT. In the event that the
Grantee's employment with the Company and all of its affiliates
terminates due to the Grantee's death, disability or retirement, this
Award and the Grantee's right (or the right of his estate or personal
representative, as the case may be) to receive the Award Shares shall
vest in full upon the date of such termination. For purposes of this
Award, (i) "disability" means (as determined by the Committee in its
sole discretion) the inability of the Grantee 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 the Grantee's termination from employment with the Company and
all affiliates without cause (as determined by the Committee in its
sole discretion) when the Grantee is 65 or older.
5. NORMAL VESTING; FORFEITURE. Grantee's right to receive the
Award Shares shall vest in full in the event that the Grantee remains
actively employed by the Company or any of its affiliates as of
December 31, 2006. Subject to the next following sentence, the Award
shall be forfeited to the Company in the event that the Grantee's
employment with the Company and all affiliates is terminated,
voluntarily or involuntarily, at any time prior to December 31, 2006
for any reason other than the Grantee's death, disability or
retirement (as described in Section 4 above). For the avoidance of
doubt, any transfer of employment to a different position within the
Company or any of its affiliates shall not result in a forfeiture of
the Award. The foregoing provisions of this Section 5 shall be
subject to the provisions of any written employment security agreement
or severance agreement that has been or may be executed by the Grantee
and the Company, and the provisions in such employment security
agreement or severance agreement concerning the vesting of an Award in
connection with the Grantee's termination of employment shall
supercede any inconsistent or contrary provision of this Section 5.
6. WITHHOLDING TAXES. If applicable, the Grantee shall pay to
the Company an amount sufficient to satisfy all minimum Federal, state
and local withholding tax requirements prior to the delivery of any
certificate for Award Shares. Payment of such taxes may be made by a
method specified in the Plan and approved by the Committee.
7. RIGHTS AS STOCKHOLDER. Prior to the issuance of the Award
Shares, the Grantee shall not possess any rights of a stockholder in
respect of such shares by virtue of this Award. Upon issuance of the
Award Shares, the Grantee shall be entitled to all of the rights of a
stockholder of the Company with respect to the Award Shares, including
the right to vote such shares and to receive dividends and other
distributions payable with respect to such Award Shares from the
Payout Date.
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8. SHARE DELIVERY. Delivery of the Award Shares will be by
book-entry credit to an account in the Grantee's name established by
the Company with the Company's transfer agent, or, provided that the
Grantee has complied with all obligations and conditions set forth in
the Plan and this Agreement, the Company shall, upon written request
from the Grantee (or his estate or personal representative, as the
case may be), issue certificates in the name of the Grantee (or his
estate or personal representative) representing such Award Shares.
9. ADMINISTRATION. The Award shall be administered in
accordance with such regulations as the Organizational Development and
Compensation Committee of the Board of Directors of the Company (the
"Committee") shall from time to time adopt.
10. PERFORMANCE GOALS. The Award is intended qualify as
"performance-based compensation" within the meaning of Section 162(m)
of the Code. The parties acknowledge that the issuance of Award
Shares will be determined based on the same performance goals that are
utilized for determining cash awards under the Company's Management
Cash Bonus Plan for the 12-month period ending December 31, 2006, and
that such goals have been established in accordance with Section
9.3(a) of the Plan and Section 162(m) of the Code. Following the
completion of such 12-month period, the Committee shall determine, in
its sole judgment, the extent to which such performance goals have
been achieved and shall authorize the issuance of Award Shares to the
Grantee in accordance with the terms of this Award.
11. GOVERNING LAW. This Agreement, and the Award, 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 __th day of ________, _____, effective as of the ___day of
________, _____.
XXXXXX RUBBERMAID INC.
By: _______________________________
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