EXHIBIT 10.6
HOUSEHOLD INTERNATIONAL, INC.
1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
----------
NON-TAX QUALIFIED STOCK OPTION AGREEMENT
FOR XXXXXXX X. XXXXXXXX
THIS AGREEMENT, between HOUSEHOLD INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and the employee referenced on the cover sheet to
this Agreement (the "Employee"), is made pursuant to the Household International
1996 Long-Term Executive Incentive Compensation Plan (the "Incentive Plan"). The
terms of this Agreement are as follows:
1. The Company hereby grants to the Employee an option, for a period of
10 years and one day from the grant date, to purchase, on these terms and
conditions and also subject to the Incentive Plan, shares of the common stock of
the Company as set forth in the cover sheet to this Agreement.
2. No shares may be purchased under this option for one year from the
grant date. After one year, this option may, unless sooner terminated under the
provisions hereof, be exercised in numbers of shares not to exceed 25 percent of
the aggregate number of shares under option on and after each of the first,
second, third and fourth anniversaries of the grant date, provided that 100% of
the shares in this option may be exercised (a) on the last day of employment in
the case of an Employee who is retirement-eligible under the terms of a pension
plan of the Company or a subsidiary, or (b) if so determined by the Compensation
Committee of the Board of Directors (the "Committee") during the Employee's
employment. An Employee may exercise all or a portion of a vested option during
the option term.
To exercise an option you must give the Company ten days
written notice of exercise specifying the number of shares to be purchased,
which must be a minimum of twenty-five (25) shares, and include payment for the
shares. Payment for the option may be made by cash or check to the order of the
Company, and also may be made with shares of common stock of the Company valued
at the then fair market value of such shares or by a combination of cash and
shares of common stock pursuant to such Committee or Board of Directors rules in
effect at the time the option is exercised. The Committee or Board of Directors
may at any time rescind the right to use common stock of the Company in payment
for shares purchased through the option.
3. The option may not be transferred except by will or the laws of
descent and distribution, unless the Company has notified you to the contrary.
The option may be exercised during the lifetime of the Employee only by the
Employee and only while he or she is an employee of the Company (or a subsidiary
thereof) and shall have been continuously so employed from the grant date,
except that: (i) in the event of termination of employment of the Employee and
the Employee is retirement-eligible under the terms of a pension plan of the
Company or a subsidiary, the option may be exercised at any time before the
expiration date of the option; (ii) in the event of termination of employment
due to permanent and total disability of the Employee and the Employee is not
retirement-eligible under the terms of a pension plan of the Company or a
subsidiary, the option may be exercised within twelve months following the date
of such termination of employment; (iii) in the event of death during
employment, the option may be exercised by the executor, administrator, or other
personal representative of the Employee within five years succeeding death if
such Employee was retirement-eligible under the terms of a pension plan of the
Company or a subsidiary, or twelve months if such Employee was not
retirement-eligible under the terms of a pension plan of the Company or a
subsidiary; (iv) in the event of termination of employment other than as set
forth in subsections (i), (ii) or (iii) above, the option may be exercised
within three months following the date of termination, except for termination
for cause; (v) in the event of death of the Employee following termination of
employment, the option may be exercised by the executor, administrator, or other
personal representative of the Employee, notwithstanding the time periods
specified in (i), (ii), (iii) or (iv) above, within a) twelve months following
death or b) the remainder of the period in which the Employee was entitled to
exercise the option, whichever period is longer. If the Committee determines
that the termination is for cause, the option will not under any circumstances
be exercisable following termination
of employment. Notwithstanding anything herein to the contrary, the option may
not be exercised pursuant to this Section after the expiration of the term of
such option and may be exercised only to the extent that the holder was entitled
to exercise such option on the date of termination of employment (taking into
account any accelerated vesting as set forth in this Agreement). The option will
expire in all events and for all purposes 10 years and one day from the grant
date.
4. Notwithstanding anything to the contrary contained in any Employment
Agreement, Employment Protection Agreement or similar agreement between the
Employee and the Company, as in effect on the date hereof, the option will not
be subject to the automatic Change in Control vesting provision set forth in
Section 11(a)(i) of the Incentive Plan or the Change in Control post-termination
exercise period provision set forth in Section 5(b)(i) of the Incentive Plan;
provided, however, that, if following a Change in Control the Employee's
employment is terminated by the Company for a reason other than due to death,
"Disability" or "Cause" or the Employee terminates employment for "Good Reason,"
the option will automatically vest in full regardless of the one year holding
period and remain exercisable for the remainder of the original term (ten years
and one day). For purposes of this Agreement, "Cause, " Disability" and "Good
Reason" shall have the meanings given to such terms in the Employment Agreement
by and between Household International, Inc. and the Employee dated as of
November 14, 2002.
5. Subject to the last sentence of Section 9 of the Incentive Plan, if
it is determined that the Employee or former Employee, while employed by the
Company or any subsidiary or otherwise associated with the Company or any
subsidiary as a consultant, advisor or in another similar capacity, engaged at
any time in any activity in competition with any activity of the Company or any
subsidiary or inimical, contrary or harmful to the interests of the Company or
any subsidiary including, but not limited to: (i) conduct related to the
Employee's position for which either criminal or civil penalties against the
Employee may be sought, (ii) violation of the Company's policies,
notwithstanding the Company's decision or inability to, or not to, terminate the
Employee for such violation, (iii) accepting employment with or serving as a
consultant, advisor or in any other capacity to an employer that is in
competition with or acting against the interests of the Company or any
subsidiary, including employing or recruiting any present employee of the
Company or any subsidiary for such competitor, (iv) disclosing or misusing any
confidential information or material concerning the Company or any subsidiary,
or (v) participating in a hostile takeover attempt of the Company, then the
Committee, in its sole discretion, may cancel any outstanding option at any
time.
6. 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 herein granted prior to the listing of such shares on all stock
exchanges on which the Company's stock shall then be listed. Upon any exercise
of said option, the Company shall take the steps required for listing.
7. Neither the Employee nor his personal representative shall have any
of the rights or privileges of a stockholder with respect to any shares subject
to this option unless and until certificates evidencing such shares shall have
been delivered.
8. Notice to the Company shall be addressed to the Company in care of
the Shareholder Services Department at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000 and notice to the Employee shall be addressed to him or her at
the address as set forth on the cover sheet of this Agreement, or at such other
address as either party may hereafter designate in writing to the other.
9. Anything herein to the contrary notwithstanding (except as provided
in Section 4 with respect to Sections 5(b)(i) and 11(a)(i) of the Incentive
Plan), this Agreement shall be subject to amendment by the Company from time to
time to the extent permitted by the Incentive Plan and is subject to the
provisions of the Incentive Plan.
HOUSEHOLD INTERNATIONAL, INC.
1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
----------
NON-TAX QUALIFIED STOCK OPTION AGREEMENT
FOR SENIOR MANAGEMENT TEAM W/EMPLOYMENT AGREEMENTS DATED 11/14/02
THIS AGREEMENT, between HOUSEHOLD INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and the employee referenced on the cover sheet to
this Agreement (the "Employee"), is made pursuant to the Household International
1996 Long-Term Executive Incentive Compensation Plan (the "Incentive Plan"). The
terms of this Agreement are as follows:
1. The Company hereby grants to the Employee an option, for a period of
10 years and one day from the grant date, to purchase, on these terms and
conditions and also subject to the Incentive Plan, shares of the common stock of
the Company as set forth in the cover sheet to this Agreement.
2. No shares may be purchased under this option for one year from the
grant date. After one year, this option may, unless sooner terminated under the
provisions hereof, be exercised in numbers of shares not to exceed 25 percent of
the aggregate number of shares under option on and after each of the first,
second, third and fourth anniversaries of the grant date, provided that 100% of
the shares in this option may be exercised (a) on the last day of employment in
the case of an Employee who is retirement-eligible under the terms of a pension
plan of the Company or a subsidiary, or (b) if so determined by the Compensation
Committee of the Board of Directors (the "Committee") during the Employee's
employment. An Employee may exercise all or a portion of a vested option during
the option term.
To exercise an option you must give the Company ten days
written notice of exercise specifying the number of shares to be purchased,
which must be a minimum of twenty-five (25) shares, and include payment for the
shares. Payment for the option may be made by cash or check to the order of the
Company, and also may be made with shares of common stock of the Company valued
at the then fair market value of such shares or by a combination of cash and
shares of common stock pursuant to such Committee or Board of Directors rules in
effect at the time the option is exercised. The Committee or Board of Directors
may at any time rescind the right to use common stock of the Company in payment
for shares purchased through the option.
3. The option may not be transferred except by will or the laws of
descent and distribution, unless the Company has notified you to the contrary.
The option may be exercised during the lifetime of the Employee only by the
Employee and only while he or she is an employee of the Company (or a subsidiary
thereof) and shall have been continuously so employed from the grant date,
except that: (i) in the event of termination of employment of the Employee and
the Employee is retirement-eligible under the terms of a pension plan of the
Company or a subsidiary, the option may be exercised at any time before the
expiration date of the option; (ii) in the event of termination of employment
due to permanent and total disability of the Employee and the Employee is not
retirement-eligible under the terms of a pension plan of the Company or a
subsidiary, the option may be exercised within twelve months following the date
of such termination of employment; (iii) in the event of death during
employment, the option may be exercised by the executor, administrator, or other
personal representative of the Employee within five years succeeding death if
such Employee was retirement-eligible under the terms of a pension plan of the
Company or a subsidiary, or twelve months if such Employee was not
retirement-eligible under the terms of a pension plan of the Company or a
subsidiary; (iv) in the event of termination of employment other than as set
forth in subsections (i), (ii) or (iii) above, the option may be exercised
within three months following the date of termination, except for termination
for cause; (v) in the event of death of the Employee following termination of
employment, the option may be exercised by the executor, administrator, or other
personal representative of the Employee, notwithstanding the time periods
specified in (i), (ii), (iii) or (iv) above, within a) twelve months following
death or b) the remainder of the period in which the Employee was entitled to
exercise the option, whichever period is longer. If the Committee determines
that the termination is for cause, the option will not under any circumstances
be exercisable following termination
of employment. Notwithstanding anything herein to the contrary, the option may
not be exercised pursuant to this Section after the expiration of the term of
such option and may be exercised only to the extent that the holder was entitled
to exercise such option on the date of termination of employment (taking into
account any accelerated vesting as set forth in this Agreement). The option will
expire in all events and for all purposes 10 years and one day from the grant
date.
4. Notwithstanding anything to the contrary contained in any Employment
Agreement, Employment Protection Agreement or similar agreement between the
Employee and the Company, as in effect on the date hereof, the option will not
be subject to the automatic Change in Control vesting provision set forth in
Section 11(a)(i) of the Incentive Plan or the Change in Control post-termination
exercise period provision set forth in Section 5(b)(i) of the Incentive Plan;
provided, however, that, if following a Change in Control the Employee's
employment is terminated by the Company for a reason other than due to death,
"Disability" or "Cause" or the Employee terminates employment for "Good Reason,"
the option will automatically vest in full regardless of the one year holding
period and remain exercisable for the remainder of the original term (ten years
and one day). For purposes of this Agreement, the following definitions shall
apply: "Cause" and "Good Reason" shall have the meanings given to such terms in
the Employment Agreement by and between Household International, Inc. and the
Employee dated as of November 14, 2002. "Disability" shall mean permanent and
total disability within the meaning of the Incentive Plan.
5. Subject to the last sentence of Section 9 of the Incentive Plan, if
it is determined that the Employee or former Employee, while employed by the
Company or any subsidiary or otherwise associated with the Company or any
subsidiary as a consultant, advisor or in another similar capacity, engaged at
any time in any activity in competition with any activity of the Company or any
subsidiary or inimical, contrary or harmful to the interests of the Company or
any subsidiary including, but not limited to: (i) conduct related to the
Employee's position for which either criminal or civil penalties against the
Employee may be sought, (ii) violation of the Company's policies,
notwithstanding the Company's decision or inability to, or not to, terminate the
Employee for such violation, (iii) accepting employment with or serving as a
consultant, advisor or in any other capacity to an employer that is in
competition with or acting against the interests of the Company or any
subsidiary, including employing or recruiting any present employee of the
Company or any subsidiary for such competitor, (iv) disclosing or misusing any
confidential information or material concerning the Company or any subsidiary,
or (v) participating in a hostile takeover attempt of the Company, then the
Committee, in its sole discretion, may cancel any outstanding option at any
time.
6. 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 herein granted prior to the listing of such shares on all stock
exchanges on which the Company's stock shall then be listed. Upon any exercise
of said option, the Company shall take the steps required for listing.
7. Neither the Employee nor his personal representative shall have any
of the rights or privileges of a stockholder with respect to any shares subject
to this option unless and until certificates evidencing such shares shall have
been delivered.
8. Notice to the Company shall be addressed to the Company in care of
the Shareholder Services Department at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000 and notice to the Employee shall be addressed to him or her at
the address as set forth on the cover sheet of this Agreement, or at such other
address as either party may hereafter designate in writing to the other.
9. Anything herein to the contrary notwithstanding (except as provided
in Section 4 with respect to Sections 5(b)(i) and 11(a)(i) of the Incentive
Plan), this Agreement shall be subject to amendment by the Company from time to
time to the extent permitted by the Incentive Plan and is subject to the
provisions of the Incentive Plan.
HOUSEHOLD INTERNATIONAL, INC.
1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
----------
NON-TAX QUALIFIED STOCK OPTION AGREEMENT
FOR EXECUTIVES WITH EMPLOYMENT AGREEMENTS DATED 11/14/02
THIS AGREEMENT, between HOUSEHOLD INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and the employee referenced on the cover sheet to
this Agreement (the "Employee"), is made pursuant to the Household International
1996 Long-Term Executive Incentive Compensation Plan (the "Incentive Plan"). The
terms of this Agreement are as follows:
1. The Company hereby grants to the Employee an option, for a period of
10 years and one day from the grant date, to purchase, on these terms and
conditions and also subject to the Incentive Plan, shares of the common stock of
the Company as set forth in the cover sheet to this Agreement.
2. No shares may be purchased under this option for one year from the
grant date. After one year, this option may, unless sooner terminated under the
provisions hereof, be exercised in numbers of shares not to exceed 25 percent of
the aggregate number of shares under option on and after each of the first,
second, third and fourth anniversaries of the grant date, provided that 100% of
the shares in this option may be exercised (a) on the last day of employment in
the case of an Employee who is retirement-eligible under the terms of a pension
plan of the Company or a subsidiary, or (b) if so determined by the Compensation
Committee of the Board of Directors (the "Committee") during the Employee's
employment. An Employee may exercise all or a portion of a vested option during
the option term.
To exercise an option you must give the Company ten days
written notice of exercise specifying the number of shares to be purchased,
which must be a minimum of twenty-five (25) shares, and include payment for the
shares. Payment for the option may be made by cash or check to the order of the
Company, and also may be made with shares of common stock of the Company valued
at the then fair market value of such shares or by a combination of cash and
shares of common stock pursuant to such Committee or Board of Directors rules in
effect at the time the option is exercised. The Committee or Board of Directors
may, at any time, rescind the right to use common stock of the Company in
payment for shares purchased through the option.
3. The option may not be transferred except by will or the laws of
descent and distribution. The option may be exercised during the lifetime of the
Employee only by the Employee and only while he or she is an employee of the
Company (or a subsidiary thereof) and shall have been continuously so employed
from the grant date, except that: (i) in the event of termination of employment
of the Employee and the Employee is retirement-eligible under the terms of a
pension plan of the Company or a subsidiary, the option may be exercised within
five years of the date of termination of employment; (ii) in the event of
termination of employment due to permanent and total disability of the Employee
and the Employee is not retirement-eligible under the terms of a pension plan of
the Company or a subsidiary, the option may be exercised within twelve months
following the date of such termination of employment; (iii) in the event of
death during employment, the option may be exercised by the executor,
administrator, or other personal representative of the Employee within five
years succeeding death if such Employee was retirement-eligible under the terms
of a pension plan of the Company or a subsidiary, or twelve months if such
Employee was not retirement-eligible under the terms of a pension plan of the
Company or a subsidiary; (iv) in the event of termination of employment other
than as set forth in subsections (i), (ii) or (iii) above, the option may be
exercised within three months following the date of termination, except for
termination for cause; (v) in the event of death of the Employee following
termination of employment, the option may be exercised by the executor,
administrator, or other personal representative of the Employee, notwithstanding
the time periods specified in (i), (ii), (iii) or (iv) above, within (a) twelve
months following death or (b) the remainder of the period in which the Employee
was entitled to exercise the option, whichever period is longer. If the
Committee determines that the termination is for cause, the option will not
under any circumstances be exercisable following termination of employment.
Notwithstanding
anything herein to the contrary, the option may not be exercised pursuant to
this Section 3 after the expiration of the term of such option and may be
exercised only to the extent that the holder was entitled to exercise such
option on the date of termination of employment (taking into account any
accelerated vesting as set forth in this Agreement). The option will expire in
all events and for all purposes 10 years and one day from the grant date.
4. Notwithstanding anything to the contrary contained in any Employment
Agreement, Employment Protection Agreement or similar agreement between the
Employee and the Company, as in effect on the date hereof, the option will not
be subject to the automatic Change in Control vesting provision set forth in
Section 11(a)(i) of the Incentive Plan or the Change in Control post-termination
exercise period provision set forth in Section 5(b)(i) of the Incentive Plan;
provided, however, that, if following a Change in Control the Employee's
employment is terminated by the Company for a reason other than due to death,
"Disability" or "Cause" or the Employee terminates employment for "Good Reason,"
the option will automatically vest in full regardless of the one year holding
period and remain exercisable for the remainder of the original term (ten years
and one day). For purposes of this Agreement, the following definitions shall
apply: "Cause" and "Good Reason" shall have the meanings given to such terms in
the Employment Agreement by and between Household International, Inc. and the
Employee dated as of November 14, 2002. "Disability" shall mean permanent and
total disability within the meaning of the Incentive Plan.
5. Subject to the last sentence of Section 9 of the Incentive Plan, if
it is determined that the Employee or former Employee, while employed by the
Company or any subsidiary or otherwise associated with the Company or any
subsidiary as a consultant, advisor or in another similar capacity, engaged at
any time in any activity in competition with any activity of the Company or any
subsidiary or inimical, contrary or harmful to the interests of the Company or
any subsidiary including, but not limited to: (i) conduct related to the
Employee's position for which either criminal or civil penalties against the
Employee may be sought, (ii) violation of the Company's policies,
notwithstanding the Company's decision or inability to, or not to, terminate the
Employee for such violation, (iii) accepting employment with or serving as a
consultant, advisor or in any other capacity to an employer that is in
competition with or acting against the interests of the Company or any
subsidiary, including employing or recruiting any present employee of the
Company or any subsidiary for such competitor, (iv) disclosing or misusing any
confidential information or material concerning the Company or any subsidiary,
or (v) participating in a hostile takeover attempt of the Company, then the
Committee, in its sole discretion, may cancel any outstanding option at any
time.
6. 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 herein granted prior to the listing of such shares on all stock
exchanges on which the Company's stock shall then be listed. Upon any exercise
of said option, the Company shall take the steps required for listing.
7. Neither the Employee nor his personal representative shall have any
of the rights or privileges of a stockholder with respect to any shares subject
to this option unless and until certificates evidencing such shares shall have
been delivered.
8. Notice to the Company shall be addressed to the Company in care of
the Shareholder Services Department at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000 and notice to the Employee shall be addressed to him or her at
the address as set forth on the cover sheet of this Agreement, or at such other
address as either party may hereafter designate in writing to the other.
9. Anything herein to the contrary notwithstanding (except as provided
in Section 4 with respect to Sections 5(b)(i) and 11(a)(i) of the Incentive
Plan), this Agreement shall be subject to amendment by the Company from time to
time to the extent permitted by the Incentive Plan and is subject to the
provisions of the Incentive Plan.
HOUSEHOLD INTERNATIONAL, INC.
1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
----------
NON-TAX QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, between HOUSEHOLD INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and the employee referenced on the cover sheet to
this Agreement (the "Employee"), is made pursuant to the Household International
1996 Long-Term Executive Incentive Compensation Plan (the "Incentive Plan"). The
terms of this Agreement are as follows:
1. The Company hereby grants to the Employee an option, for a period of
10 years and one day from the grant date, to purchase, on these terms and
conditions and also subject to the Incentive Plan, shares of the common stock of
the Company as set forth in the cover sheet to this Agreement.
2. No shares may be purchased under this option for one year from the
grant date. After one year, this option may, unless sooner terminated under the
provisions hereof, be exercised in numbers of shares not to exceed 25 percent of
the aggregate number of shares under option on and after each of the first,
second, third and fourth anniversaries of the grant date, provided that 100% of
the shares in this option may be exercised (a) on the last day of employment in
the case of an Employee who is retirement-eligible under the terms of a pension
plan of the Company or a subsidiary, or (b) if so determined by the Compensation
Committee of the Board of Directors (the "Committee") during the Employee's
employment. An Employee may exercise all or a portion of a vested option during
the option term.
To exercise an option you must give the Company ten days
written notice of exercise specifying the number of shares to be purchased,
which must be a minimum of twenty-five (25) shares, and include payment for the
shares. Payment for the option may be made by cash or check to the order of the
Company, and also may be made with shares of common stock of the Company valued
at the then fair market value of such shares or by a combination of cash and
shares of common stock pursuant to such Committee or Board of Directors rules in
effect at the time the option is exercised. The Committee or Board of Directors
may, at any time, rescind the right to use common stock of the Company in
payment for shares purchased through the option.
3. The option may not be transferred except by will or the laws of
descent and distribution. The option may be exercised during the lifetime of the
Employee only by the Employee and only while he or she is an employee of the
Company (or a subsidiary thereof) and shall have been continuously so employed
from the grant date, except that: (i) in the event of termination of employment
of the Employee and the Employee is retirement-eligible under the terms of a
pension plan of the Company or a subsidiary, the option may be exercised within
five years of the date of termination of employment; (ii) in the event of
termination of employment due to permanent and total disability of the Employee
and the Employee is not retirement-eligible under the terms of a pension plan of
the Company or a subsidiary, the option may be exercised within twelve months
following the date of such termination of employment; (iii) in the event of
death during employment, the option may be exercised by the executor,
administrator, or other personal representative of the Employee within five
years succeeding death if such Employee was retirement-eligible under the terms
of a pension plan of the Company or a subsidiary, or twelve months if such
Employee was not retirement-eligible under the terms of a pension plan of the
Company or a subsidiary; (iv) in the event of termination of employment other
than as set forth in subsections (i), (ii) or (iii) above, the option may be
exercised within three months following the date of termination, except for
termination for cause; (v) in the event of death of the Employee following
termination of employment, the option may be exercised by the executor,
administrator, or other personal representative of the Employee, notwithstanding
the time periods specified in (i), (ii), (iii) or (iv) above, within (a) twelve
months following death or (b) the remainder of the period in which the Employee
was entitled to exercise the option, whichever period is longer. If the
Committee determines that the termination is for cause, the option will not
under any circumstances be exercisable following termination of employment.
Notwithstanding anything herein to the contrary, the option may not be exercised
pursuant to this Section 3 after the
expiration of the term of such option and may be exercised only to the extent
that the holder was entitled to exercise such option on the date of termination
of employment (taking into account any accelerated vesting as set forth in this
Agreement). The option will expire in all events and for all purposes 10 years
and one day from the grant date.
4. Notwithstanding anything to the contrary contained in any Employment
Agreement, Employment Protection Agreement or similar agreement between the
Employee and the Company, as in effect on the date hereof, the option will not
be subject to the automatic Change in Control vesting provision set forth in
Section 11(a)(i) of the Incentive Plan or the Change in Control post-termination
exercise period provision set forth in Section 5(b)(i) of the Incentive Plan;
provided, however, that, if following a Change in Control the Employee's
employment is terminated by the Company for a reason other than due to death,
"Disability" or "Cause" or the Employee terminates employment for "Good Reason,
the option will automatically vest in full regardless of the one year holding
period and remain exercisable for the remainder of the original term (ten years
and one day). For purposes of this Agreement, the following definitions shall
apply: "Cause" shall mean (1) in the case of an Employee who is a party to an
employment, termination protection or similar agreement that defines "cause" (or
words of similar import), "cause" (or words of similar import) as defined in
such agreement, and (2) in the case of any other employee, willful and
deliberate misconduct, which is detrimental in a significant way to the
interests of the Company or any subsidiary thereof. "Disability" shall mean
permanent and total disability within the meaning of the Incentive Plan. "Good
Reason" shall mean, without the consent of the Employee, (1) any action by the
Company which results in a substantial diminution of the Employee's position,
authority, duties or responsibilities to a level demonstrably below those of
similarly compensated employees, (2) a reduction of the Employee's cash
compensation, (3) a substantial reduction in the Employee's benefits under any
compensation or benefit plan or program of the Company, except that the
Employee's benefits may be reduced in connection with similar reductions
uniformly applied with respect to all similarly situated employees, or (4) an
assignment to an office in a different geographic location unless the Company
makes reimbursement for all expenses incurred in connection with relocation and
appropriate increases for differences in cost of living; provided, however, that
"Good Reason" shall not include any isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by the Employee.
5. Subject to the last sentence of Section 9 of the Incentive Plan, if
it is determined that the Employee or former Employee, while employed by the
Company or any subsidiary or otherwise associated with the Company or any
subsidiary as a consultant, advisor or in another similar capacity, engaged at
any time in any activity in competition with any activity of the Company or any
subsidiary or inimical, contrary or harmful to the interests of the Company or
any subsidiary including, but not limited to: (i) conduct related to the
Employee's position for which either criminal or civil penalties against the
Employee may be sought, (ii) violation of the Company's policies,
notwithstanding the Company's decision or inability to, or not to, terminate the
Employee for such violation, (iii) accepting employment with or serving as a
consultant, advisor or in any other capacity to an employer that is in
competition with or acting against the interests of the Company or any
subsidiary, including employing or recruiting any present employee of the
Company or any subsidiary for such competitor, (iv) disclosing or misusing any
confidential information or material concerning the Company or any subsidiary,
or (v) participating in a hostile takeover attempt of the Company, then the
Committee, in its sole discretion, may cancel any outstanding option at any
time.
6. 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 herein granted prior to the listing of such shares on all stock
exchanges on which the Company's stock shall then be listed. Upon any exercise
of said option, the Company shall take the steps required for listing.
7. Neither the Employee nor his personal representative shall have any
of the rights or privileges of a stockholder with respect to any shares subject
to this option unless and until certificates evidencing such shares shall have
been delivered.
8. Notice to the Company shall be addressed to the Company in care of
the Shareholder Services Department at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000 and notice to the Employee
shall be addressed to him or her at the address as set forth on the cover sheet
of this Agreement, or at such other address as either party may hereafter
designate in writing to the other.
9. Anything herein to the contrary notwithstanding (except as provided
in Section 4 with respect to Sections 5(b)(i) and 11(a)(i) of the Incentive
Plan), this Agreement shall be subject to amendment by the Company from time to
time to the extent permitted by the Incentive Plan and is subject to the
provisions of the Incentive Plan.
HOUSEHOLD INTERNATIONAL, INC.
1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
----------
U.K. NON-TAX QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, between HOUSEHOLD INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and the employee referenced on the cover sheet to
this Agreement (the "Employee"), is made pursuant to the Household International
1996 Long-Term Executive Incentive Compensation Plan (the "Incentive Plan"). The
terms of this Agreement are as follows:
1. The Company hereby grants to the Employee an option, for a period of
10 years from the grant date, to purchase, on these terms and conditions and
also subject to the Incentive Plan, shares of the common stock of the Company as
set forth in the cover sheet to this Agreement.
2. No shares may be purchased under this option for one year from the
grant date. After one year, this option may, unless sooner terminated under the
provisions hereof, be exercised in numbers of shares not to exceed 25 percent of
the aggregate number of shares under option on and after each of the first,
second, third and fourth anniversaries of the grant date, provided that 100% of
the shares in this option may be exercised (a) on the last day of employment in
the case of an Employee who is retirement-eligible under the terms of a pension
plan of the Company or a subsidiary, or (b) if so determined by the Compensation
Committee of the Board of Directors (the "Committee") during the Employee's
employment. An Employee may exercise all or a portion of a vested option during
the option term.
To exercise an option you must give the Company ten days
written notice of exercise specifying the number of shares to be purchased,
which must be a minimum of twenty-five (25) shares, and include payment for the
shares. Payment for the option may be made by cash or check to the order of the
Company, and also may be made with shares of common stock of the Company valued
at the then fair market value of such shares or by a combination of cash and
shares of common stock pursuant to such Committee or Board of Directors rules in
effect at the time the option is exercised. The Committee or Board of Directors
may, at any time, rescind the right to use common stock of the Company in
payment for shares purchased through the option.
3. The option may not be transferred except by will or the laws of
descent and distribution. The option may be exercised during the lifetime of the
Employee only by the Employee and only while he or she is an employee of the
Company (or a subsidiary thereof) and shall have been continuously so employed
from the grant date, except that: (i) in the event of termination of employment
of the Employee and the Employee is retirement-eligible under the terms of a
pension plan of the Company or a subsidiary, the option may be exercised within
five years of the date of termination of employment; (ii) in the event of
termination of employment due to permanent and total disability of the Employee
and the Employee is not retirement-eligible under the terms of a pension plan of
the Company or a subsidiary, the option may be exercised within twelve months
following the date of such termination of employment; (iii) in the event of
death during employment, the option may be exercised by the executor,
administrator, or other personal representative of the Employee within five
years succeeding death if such Employee was retirement-eligible under the terms
of a pension plan of the Company or a subsidiary, or twelve months if such
Employee was not retirement-eligible under the terms of a pension plan of the
Company or a subsidiary; (iv) in the event of termination of employment other
than as set forth in subsections (i), (ii) or (iii) above, the option may be
exercised within three months following the date of termination, except for
termination for cause; (v) in the event of death of the Employee following
termination of employment, the option may be exercised by the executor,
administrator, or other personal representative of the Employee, notwithstanding
the time periods specified in (i), (ii), (iii) or (iv) above, within a) twelve
months following death or b) the remainder of the period in which the Employee
was entitled to exercise the option, whichever period is longer. If the
Committee determines that the termination is for cause, the option will not
under any circumstances be exercisable following termination of employment.
Notwithstanding anything herein to the contrary, the option may not be exercised
pursuant to this Section after the
expiration of the term of such option and may be exercised only to the extent
that the holder was entitled to exercise such option on the date of termination
of employment (taking into account any accelerated vesting as set forth in this
Agreement). The option will expire in all events and for all purposes 10 years
from the grant date.
4. Notwithstanding anything to the contrary contained in any Employment
Agreement, Employment Protection Agreement or similar agreement between the
Employee and the Company, as in effect on the date hereof, the option will not
be subject to the automatic Change in Control vesting provision set forth in
Section 11(a)(i) of the Incentive Plan or the Change in Control post-termination
exercise period provision set forth in Section 5(b)(i) of the Incentive Plan;
provided, however, that, if following a Change in Control the Employee's
employment is terminated by the Company for a reason other than due to death,
"Disability" or "Cause" or the Employee terminates employment for "Good Reason,
" the option will automatically vest in full regardless of the one year holding
period and remain exercisable for the remainder of the original term (ten
years). For purposes of this Agreement, the following definitions shall apply:
"Cause" shall mean (1) in the case of an Employee who is a party to an
employment, termination protection or similar agreement that defines "cause" (or
words of similar import), "cause" (or words of similar import) as defined in
such agreement, and (2) in the case of any other employee, willful and
deliberate misconduct, which is detrimental in a significant way to the
interests of the Company or any subsidiary thereof. "Disability" shall mean
permanent and total disability within the meaning of the Incentive Plan. "Good
Reason" shall mean, without the consent of the Employee, (1) any action by the
Company which results in a substantial diminution of the Employee's position,
authority, duties or responsibilities to a level demonstrably below those of
similarly compensated employees, (2) a reduction of the Employee's cash
compensation, (3) a substantial reduction in the Employee's benefits under any
compensation or benefit plan or program of the Company, except that the
Employee's benefits may be reduced in connection with similar reductions
uniformly applied with respect to all similarly situated employees, or (4) an
assignment to an office in a different geographic location unless the Company
makes reimbursement for all expenses incurred in connection with relocation and
appropriate increases for differences in cost of living; provided, however, that
"Good Reason" shall not include any isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by the Employee.
5. Subject to the last sentence of Section 9 of the Incentive Plan, if
it is determined that the Employee or former Employee, while employed by the
Company or any subsidiary or otherwise associated with the Company or any
subsidiary as a consultant, advisor or in another similar capacity, engaged at
any time in any activity in competition with any activity of the Company or any
subsidiary or inimical, contrary or harmful to the interests of the Company or
any subsidiary including, but not limited to: (i) conduct related to the
Employee's position for which either criminal or civil penalties against the
Employee may be sought, (ii) violation of the Company's policies,
notwithstanding the Company's decision or inability to, or not to, terminate the
Employee for such violation, (iii) accepting employment with or serving as a
consultant, advisor or in any other capacity to an employer that is in
competition with or acting against the interests of the Company or any
subsidiary, including employing or recruiting any present employee of the
Company or any subsidiary for such competitor, (iv) disclosing or misusing any
confidential information or material concerning the Company or any subsidiary,
or (v) participating in a hostile takeover attempt of the Company, then the
Committee, in its sole discretion, may cancel any outstanding option at any
time.
6. 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 herein granted prior to the listing of such shares on all stock
exchanges on which the Company's stock shall then be listed. Upon any exercise
of said option, the Company shall take the steps required for listing.
7. Neither the Employee nor his personal representative shall have any
of the rights or privileges of a stockholder with respect to any shares subject
to this option unless and until certificates evidencing such shares shall have
been delivered.
8. Notice to the Company shall be addressed to the Company in care of
the Shareholder Services Department at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000 and notice to the Employee
shall be addressed to him or her at the address as set forth on the cover sheet
of this Agreement, or at such other address as either party may hereafter
designate in writing to the other.
9. Anything herein to the contrary notwithstanding (except as provided
in Section 4 with respect to Sections 5(b)(i) and 11(a)(i) of the Incentive
Plan), this Agreement shall be subject to amendment by the Company from time to
time to the extent permitted by the Incentive Plan and is subject to the
provisions of the Incentive Plan.
HOUSEHOLD INTERNATIONAL, INC.
1996 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
----------
RESTRICTED STOCK RIGHTS AGREEMENT
THIS AGREEMENT, between HOUSEHOLD INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and the employee referenced on the cover sheet to
this Agreement (the "Employee"), is made pursuant to the Household International
1996 Long-Term Executive Incentive Compensation Plan (the "Incentive Plan"). The
terms of this Agreement are as follows:
1. The Company hereby grants to the Employee Restricted Stock Rights
(the "RSRs"), which shall fully vest five (5) years from the date hereof (the
"Restricted Period"), pursuant to the terms and conditions set forth herein and
subject to the provisions set forth in the Incentive Plan. The RSRs entitle the
Employee to receive the number of shares of Common Stock of the Company as set
forth in the cover sheet to this Agreement.
2. No shares may be issued under RSRs for one year from the date
hereof. After said one-year period, shares subject to RSRs will vest one-third
on each of the third, fourth and fifth anniversaries (the "Vesting Dates") from
the grant date. On each Vesting Date an Employee shall be entitled to receive
shares representing the vested RSRs, and the Company shall issue the appropriate
number of vested shares (rounded down to the nearest whole share) registered in
the name of the Employee or his or her estate or administrator, as deemed
appropriate by the Company, provided the Employee has satisfied all tax
obligations with respect to such shares as required herein. The unvested shares
subject to such RSRs shall be forfeited and all rights of a holder of such RSRs
and shares shall terminate without any payment of consideration by the Company
if the Employee fails to remain continuously as an Employee of the Company or
any subsidiary for the Restricted Period, except (i) in the case of an Employee
who is retirement-eligible under the terms of a pension plan of the Company or a
subsidiary, the Employee will receive either (1) the number of shares subject to
the RSR multiplied by a fraction (x) the numerator of which shall be the number
of full months between the date of grant of such RSR and the date of such
termination of employment, and (y) the denominator of which shall be the number
of full months in the Restricted Period; provided however, that any fractional
share shall not be awarded; and provided further, the Compensation Committee of
the Board of Directors (the "Committee"), in its sole discretion, may determine
that full vesting is appropriate under the circumstances or (2) 100% of the
shares subject to RSRs on his or her last day of employment if retirement occurs
on or after age 65, and (ii) in the event that the employment of a holder of
RSRs terminates by reason of death or permanent and total disability, such
holder shall be entitled to receive the number of shares subject to the RSR
multiplied by a fraction (x) the numerator of which shall be the number of full
months between the date of grant of such RSR and the date of such termination of
employment, and (y) the denominator of which shall be the number of full months
in the Restricted Period; provided however, that any fractional share shall not
be awarded. Any shares that the Employee is entitled to receive in accordance
with the preceding sentence will be reduced by any shares that the Employee has
already received because of vesting on the third, fourth and fifth anniversaries
of the grant date. An Employee shall not be deemed to have terminated his or her
period of continuous employment with the Company if he or she leaves the employ
of the Company or any subsidiary for immediate reemployment with the Company or
any subsidiary. A holder of RSRs whose employment terminates for reasons other
than those listed in this paragraph 2 (other than a change-in-control of the
Company) will forfeit his or her unvested rights under any outstanding RSRs.
This automatic forfeiture may be waived in whole or in part by the Committee in
its sole discretion.
3. Notwithstanding anything to the contrary contained in any Employment
Agreement, Employment Protection Agreement or similar agreement as in effect on
the date hereof, the RSR granted under this Agreement will not be subject to the
automatic Change in Control vesting provision set forth in Section 11(a)(i) of
the Incentive Plan; provided, however, that, if following a Change in Control
the Employee's employment is terminated by the Company for a reason other than
due to death, disability or cause (each as defined in the Incentive Plan) or the
Employee terminates employment for "Good Reason"
(as defined below), these RSRs will vest in full regardless of the one year
holding period. For purposes of this Agreement, "Good Reason" shall mean,
without the consent of the Employee, (1) any action by the Company which results
in a substantial diminution of the Employee's position, authority, duties or
responsibilities to a level demonstrably below those of similarly compensated
employees, (2) a reduction of the Employee's cash compensation, (3) a
substantial reduction in the Employee's benefits under any compensation or
benefit plan or program of the Company, except that the Employee's benefits may
be reduced in connection with similar reductions uniformly applied with respect
to all similarly situated employees, or (4) an assignment to an office in a
different geographic location unless the Company makes reimbursement for all
expenses incurred in connection with relocation and appropriate increases for
differences in cost of living; provided, however, that "Good Reason" shall not
include any isolated, insubstantial and inadvertent action not taken in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Employee.
4. Subject to the last sentence of Section 9 of the Incentive Plan, if
it is determined that the Employee or former Employee, while employed by the
Company or any subsidiary or otherwise associated with the Company or any
subsidiary as a consultant, advisor or in another similar capacity, engaged at
any time in any activity in competition with any activity of the Company or any
subsidiary or inimical, contrary or harmful to the interests of the Company or
any subsidiary including, but not limited to: (i) conduct related to the
Employee's position for which either criminal or civil penalties against the
Employee may be sought, (ii) violation of the Company's policies,
notwithstanding the Company's decision or inability to, or not to, terminate the
Employee for such violation, (iii) accepting employment with or serving as a
consultant, advisor or in any other capacity to an employer that is in
competition with or acting against the interests of the Company or any
subsidiary, including employing or recruiting any present employee of the
Company or any subsidiary for such competitor, (iv) disclosing or misusing any
confidential information or material concerning the Company or any subsidiary,
or (v) participating in a hostile takeover attempt of the Company, then the
Committee, in its sole discretion, may cancel any unexpired or unpaid RSR at any
time.
5. The RSRs may not be transferred except by will or the laws of
descent and distribution.
6. The holder of RSRs shall not be entitled to any of the rights of a
holder of the Common Stock with respect to the shares subject to such RSRs prior
to the issuance of such shares pursuant to the Plan. However, during the
Restricted Period, for each unvested share subject to an RSR, the Company will
pay the Employee as additional income, less applicable taxes, an amount in cash
equal to the cash dividend declared on a share of Common Stock of the Company
during the Restricted Period on or about the date the Company pays such dividend
to its stockholders of record.
7. Any and all taxes required to be withheld by the Company as a result
of the issuance of any shares pursuant to the RSRs shall be the sole
responsibility of the Employee.
8. Notice to the Company shall be addressed to the Company in care of
the Shareholder Services Department at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000 and notice to the Employee shall be addressed to him or her at
the address as set forth on the cover sheet of this Agreement, or at such other
address as either party may hereafter designate in writing to the other.
9. Anything herein to the contrary notwithstanding (except as provided
in paragraph 3 with respect to Section 11(a)(i) of the Incentive Plan), this
Agreement shall be subject to amendment by the Company from time to time to the
extent permitted by the Incentive Plan and is subject to the provisions of the
Incentive Plan.
