Exhibit 10.36
RN Option X-XX
0000
XXX NABISCO HOLDINGS CORP.
1990 LONG TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT
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DATE OF GRANT: JUNE 13, 1995
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W I T N E S S E T H:
1. Grant of Option. Pursuant to the provisions of the 1990 Long Term
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Incentive Plan (the "Plan"), RJR Nabisco Holdings Corp. (the "Company") on
the above date has granted to
XXXXXXX X. XXXXXX (the "Optionee"),
subject to the terms and conditions which follow and the terms and
conditions of the Plan, the right and option to exercise from the Company
a total of
130,000 shares
of Common Stock, no par value, of the Company, at the exercise price of
$28.875 per share (the "Option"). A copy of the Plan is attached and made a
part of this agreement with same effect as if set forth in the agreement
itself. All capitalized terms used herein shall have the meaning set forth
in the Plan, unless the context requires a different meaning.
2. Exercise of Option.
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(a) Shares may be purchased by giving the Corporate Secretary of the
Company written notice of exercise, on a form prescribed by the Company,
specifying the number of shares to be purchased. The notice of exercise
shall be accompanied by
(i) tender to the Company of cash for the full purchase price of the
shares with respect to which such Option or portion thereof is
exercised; or
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(ii) the unsecured, demand borrowing by the Optionee from the
Company on an open account maintained solely for this purpose in
the amount of the full exercise price together with the
instruction from the Optionee to sell the shares exercised on
the open market through a duly registered broker-dealer with
which the Company makes an arrangement for the sale of such
shares under the Plan. This method is known as the "broker-
dealer exercise method" and is subject to the terms and
conditions set forth herein, in the Plan and in guidelines
established by
the Committee. The Option shall be deemed to be exercised
simultaneously with the sale of the shares by the broker-dealer.
If the shares purchased upon the exercise of an Option or a
portion thereof cannot be sold for a price equal to or greater
than the full exercise price plus direct costs of the sales, then
there is no exercise of the Option. Election of this method
authorizes the Company to deliver shares to the broker-dealer and
authorizes the broker-dealer to sell said shares on the open
market. The broker-dealer will remit proceeds of the sale to the
Company which will remit net proceeds to the Optionee after
repayment of the borrowing, deduction of costs, if any, and
withholding of taxes. The Optionee's borrowing from the Company
on an open account shall be a personal obligation of the Optionee
which shall bear interest at the published Applicable Federal
Rate (AFR) for short-term loans and shall be payable upon demand
by the Company. Such borrowing may be authorized by telephone or
other telecommunications acceptable to the Company. Upon such
borrowing and the exercise of the Option or portion thereof,
title to the shares shall pass to the Optionee whose election
hereunder shall constitute instruction to the Company to register
the shares in the name of the broker-dealer or its nominee. The
Company reserves the right to discontinue this broker-dealer
exercise method at any time for any reason whatsoever. The
Optionee agrees that if this broker-dealer exercise method under
this paragraph is used, the Optionee promises unconditionally to
pay the Company the full balance in his open account at any time
upon demand. Optionee also agrees to pay interest on the account
balance at the AFR for short-term loans from and after demand.
(b) Subject to Section 2(c) herein, this Option shall be fully vested
on the Date of Grant. To the extent that any of the Option is not
exercised, it shall not expire, but shall continue to be exercisable at any
time thereafter until this Option shall terminate, expire or be
surrendered. An exercise shall be for whole shares only.
(c) This Option shall not be exercised prior to April 27, 1998.
3. Rights in Event of Termination of Employment.
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Unless Optionee is Terminated for Cause (as defined in Section 11
herein) and subject to Section 4 herein, the Option shall remain fully
exercisable as to all shares after termination from active employment.
4. Expiration of Option. The Option shall expire or terminate and may
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not be exercised to any extent by the Optionee after the first to occur of
the following events:
(a) The fifteenth anniversary of the Date of Grant, or such earlier
time as the Company may determine is necessary or appropriate in
light of applicable foreign tax laws; or
(b) Immediately upon the Optionee's Termination of Employment for Cause
(as defined in Section 11 herein).
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5. Transferability. Other than as specifically provided with regard to
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the death of the Optionee, this option agreement and any benefit provided
or accruing hereunder shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and
any attempt to do so shall be void. No such benefit shall, prior to receipt
thereof by the Optionee, be in any manner liable for or subject to the
debts, contracts, liabilities, engagements or torts of the Optionee.
6. No Right to Employment. Neither the execution and delivery of this
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agreement nor the granting of the Option evidenced by this agreement shall
constitute or be evidence of any agreement or understanding, express or
implied, on the part of the Company or its subsidiaries to employ the
Optionee for any specific period or shall prevent the Company or its
subsidiaries from terminating the Optionee's employment at any time with
or without "Cause" (as defined in Section 11 herein).
7. Adjustments in Option. In the event that the outstanding shares of
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the Common Stock subject to the Option are, from time to time, changed into
or exchanged for a different number or kind of shares of the Company or
other securities by reason of a merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, combination of shares, or
otherwise, the Committee shall make an appropriate and equitable adjustment
in the number and kind of shares or other consideration as to which the
Option, or portions thereof then unexercised, shall be exercisable. Any
adjustment made by the Committee shall be final and binding upon the
Optionee, the Company and all other interested persons.
8. Application of Laws. The granting and the exercise of this Option
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and the obligations of the Company to sell and deliver shares hereunder and
to remit cash under the broker-dealer exercise method shall be subject to
all applicable laws, rules, and regulations and to such approvals of any
governmental agencies as may be required.
9. Taxes. Any taxes required by federal, state, or local laws to be
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withheld by the Company (i) on exercise by the Optionee of the Option for
Common Stock, or (ii) at the time an election, if any, is made by the
Optionee pursuant to Section 83(b) of the Internal Revenue Code, as
amended, shall be paid to the Company before delivery of the Common Stock
is made to the Optionee. When the Option is exercised under the broker-
dealer exercise method, the full amount of any taxes required to be
withheld by the Company on exercise of stock options shall be deducted by
the Company from the proceeds.
10. Notices. Any notices required to be given hereunder to the Company
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shall be addressed to The Secretary, RJR Nabisco Holdings Corp., 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, and any notice required to
be given hereunder to the Optionee shall be sent to the Optionee's address
as shown on the records of the Company.
11. Termination For "Cause." For purposes of this Agreement, an
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Optionee's employment shall be deemed to have been terminated for "Cause"
only as such term is defined in his Employment agreement by and among RJR
Nabisco Holdings Corp., RJR Nabisco, Inc. and the Optionee (the
"Employment Agreement").
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12. Administration and Interpretation. In consideration of the grant,
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the Optionee specifically agrees that the Committee shall have the
exclusive power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan
and Agreement as are consistent therewith and to interpret or revoke any
such rules. All actions taken and all interpretations and determinations
made by the Committee shall be final, conclusive, 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
Agreement. The Committee may delegate its interpretive authority to an
officer or officers of the Company.
13. Other Provisions.
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a) Titles are provided herein for convenience only and are not
to serve as a basis for interpretation of the Agreement.
b) This Agreement may be amended only by a writing executed
by the parties hereto which specifically states that it is amending this
Agreement.
c) THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS
OF LAWS.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Optionee have executed this Agreement as of the date of Grant first
above written.
RJR NABISCO HOLDINGS CORP.
By /s/
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Authorized Signatory
/s/
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Optionee
Optionee's Taxpayer Identification Number:
###-##-####
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Optionee's Home Address:
0000 Xxxxxxxxxxx Xxxxx
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Xxxxx, XX 00000
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