The Stanley Works 2001 Long-Term Incentive Plan
EXHIBIT
10(xii) (b)
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The Xxxxxxx Works 2001 Long-Term Incentive Plan |
Xxxxxxx
Xxxxxxxx (the "Grantee"), pursuant
to the terms of the employment agreement, dated as of October 18, 2005, by and
between the Grantee and Xxxxxxx Doors France SAS (the "Employment Agreement"),
is hereby granted, effective as of the grant date set forth below (the "Grant
Date"), 200,000 Options, each of which entitles the Grantee to purchase one
share.
Grant
Date: February 8, 2006
Expiration
Date: 10th
Anniversary of Grant Date.
Purchase
Price per share: $48.32
Subject
to the terms and conditions hereof and the Plan, 100,000 Options shall be
exercisable on the 1st
anniversary of the Grant Date, 50,000 Options shall be exercisable on the
2nd
anniversary of the Grant Date and 50,000 Options shall be exercisable on the
3rd
anniversary of the Grant Date.
The Xxxxxxx Works
As a
member of Xxxxxxx’x team, your skills and contributions
are
vital to our Company's and its Shareholders continued
success.
This
award of stock options provides you with the opportunity to earn significant
financial rewards for
your
efforts and contributions to making Xxxxxxx the most successful company it can
be.
On
behalf of the Board of Directors, Congratulations.
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Xxxx X. Xxxxxxxx
Chairman and CEO
The Xxxxxxx Works |
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The
Xxxxxxx Works hereby grants to the Grantee named on the front of this
Certificate the options (the “Options”) to purchase, on or before the
Expiration Date at the Purchase Price per Share, the Shares, which shall be
shares of the Common Stock of The Xxxxxxx Works, par value $2.50 per share (the
“Common Stock”) all as set forth on the front of this certificate.
The Options are granted subject to the following terms and conditions and the
terms and conditions of The Xxxxxxx Works 2001 Long Term Incentive Plan, as
amended from time to time (the “Plan”).
1.
Exercisability; Restrictions on Sale of Shares. The
Options may, from time to time from the Exercisable Dates to the Expiration
Date, be exercised as set forth on the front of this certificate. Stock may be
purchased hereunder only to the extent that Options have become exercisable.
See paragraph 6 regarding termination of employment. Shares may not, except as
described herein, be sold prior to the fourth anniversary of the Grant Date.
The above-mentioned four-year holding period may be broken in the event of
death, forced retirement, severance or disability of the Grantee. If the
Grantee is forced to retire (within the meaning of section L.000-00-00 of the
Code de travail) or terminated and provided the Options have been exercised at
least three months before the termination of employment, the shares may be sold
without satisfaction of the four-year holding period. In the event of death or
disability (within the meaning of section L.341-1 et seq. of the Code de la
Sécurité Sociale), the shares may be sold
immediately.
2.
Process of Exercise. The
Options may be exercised, in whole or in part, by written notification to
Xxxxxxx’x Treasurer at Xxxxxxx’x executive offices in New Britain,
Connecticut, or by any other procedure established by Xxxxxxx from time to
time. Such notification shall (i) specify the number of shares with respect to
which the Options are being exercised, and (ii) be accompanied by payment for
such shares. Such notification shall be effective upon its receipt by the
Treasurer or any other party designated by the Treasurer on or before the
Expiration Date. Options may not be exercised with respect to a fractional
share or with respect to the lesser of 100 shares or the balance of the
Options. In the event the Expiration Date falls on a day which is not a regular
business day at Xxxxxxx’x executive offices in New Britain, Connecticut,
then such written notification must be received at such office on or before the
last regular business day prior to the Expiration Date. Payment is to be made
by check payable to the order of The Xxxxxxx Works or by one of the alternative
methods of payment described in the Plan and acceptable to Xxxxxxx’x
Compensation and Organization Committee (the “Committee”). No shares
shall be issued on exercise of Options until full payment for such shares has
been made and all checks delivered in payment therefore have been collected.
The Grantee shall not have any rights of a shareholder upon exercise of an
Option, including but not limited to, the right to vote or to receive
dividends, until a stock certificate has been issued to the Grantee in respect
of such Option.
3.
Tax Withholding; etc. Xxxxxxx
shall not be required to issue any certificate or certificates for shares
purchased upon the exercise of the Options prior to (i) the admission of such
shares to listing on any stock exchange on which the stock may then be listed,
(ii) the completion of any registration or other qualification of such shares
under any state or federal law or rulings or regulations of any governmental
regulatory body, (iii) the obtaining of any consent or approval or other
clearance from any governmental agency which Xxxxxxx shall, in its sole
discretion, determine to be necessary or advisable, and (iv) the payment to
Xxxxxxx, upon its demand, of any amount requested by Xxxxxxx for withholding
federal, state or local income or earnings taxes or any other applicable tax or
assessment (plus interest or penalties thereon, if any, caused by a delay in
making such payment) incurred by reason of the exercise of the Options or the
transfer of such shares. The Options shall be exercised and shares issued only
upon compliance with the Securities Act of 1933, as amended (the
“Act”), and any other applicable securities laws, and the Grantee
shall comply with any requirements imposed by the Committee under such laws. If
the Grantee qualifies as an “affiliate” (as that term is defined in
Rule 144 (“Rule 144”) promulgated under the Act), upon demand by
Xxxxxxx, the Grantee (or any person acting on his or her behalf) shall deliver
to the Treasurer at the time of any exercise of the Options a written
representation that upon exercising the Options he or she will acquire shares
pursuant to the Plan for his or her own account, that he or she is not taking
the shares with a view to distribution and that he or she will dispose of the
shares only in compliance with Rule 144.
4.
Transferability. Except
as otherwise provided in the Plan, Options are not transferable by the Grantee
otherwise than by will or by the laws of descent and distribution. More
particularly (but without limiting the generality of the foregoing), Options
may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way, shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process.
5.
No Right to Employment. The
Options do not confer upon the Grantee any right with respect to continuation
of employment with Xxxxxxx or any of its subsidiaries, and will not interfere
in any way with the right of Xxxxxxx or any of its subsidiaries to terminate
the Grantee’s employment.
6.
Termination of Employment.
Notwithstanding any other provisions:
Upon the
termination of the Grantee’s employment with Xxxxxxx or any of its
subsidiaries for any reason, Options not then exercisable shall be immediately
forfeited; provided, however, that if the Grantee's employment is terminated by
Xxxxxxx or any of its subsidiaries other than for Cause, death or the Grantee's
disability (within the meaning of section L.341-1 et seq. of the Code de la
Sécurité Sociale), then the next two tranches of the Options that
would otherwise have become exercisable on the next anniversaries of the Grant
Date shall become immediately exercisable so long as the Grantee shall have
waived, in a manner satisfactory to Xxxxxxx, his rights to any severance,
termination pay, notice pay or any similar payment due to him from Xxxxxxx or
any of its subsidiaries in connection with his termination of employment. The
Grantee will not be considered to have incurred a termination of employment if
his employment is transferred between Xxxxxxx subsidiaries so long as he
remains continuously employed. Any Options that have become exercisable as of
the Grantee's termination of employment shall remain exercisable until the
Expiration Date; provided, however that (1) if the Grantee's employment is
terminated for Cause (as defined below), then Options shall terminate sixty
(60) days following the date of such termination and (2) notwithstanding clause
(1) above, Options shall in no case terminate prior to the sixtieth
(60th) day
following the fourth anniversary of the Grant Date. For purposes of these
Options, "Cause" means the Grantee's willful failure, neglect or refusal to
substantially perform his duties under the Employment Agreement, a material
breach by the Grantee of his Employment Agreement or the Grantee's conviction
of a felony.
7.
Adjustments. In the
event of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other changes in corporate structure or capitalization
affecting the Common Stock, the number of shares remaining to be exercised
under the Options and the Purchase Price shall be appropriately adjusted by the
Committee in accordance with the terms and provisions of the Plan. If, as a
result of any adjustment under this paragraph, the Grantee becomes entitled to
a fractional share, he or she shall have the right to purchase only the
adjusted number of full shares and no payment or other adjustment will be made
with respect to the fractional share so disregarded.
8.
Miscellaneous. All
decisions or interpretations of the Committee with respect to any question
arising under the Plan or under the Options shall be binding, conclusive and
final. The waiver by Xxxxxxx of any provision of the Options shall not operate
as or be construed to be a subsequent waiver of the same provision or a waiver
of any other provision of the Options. Options shall be irrevocable during the
Option period and its validity and construction shall be governed by the laws
of the State of Connecticut. The terms and conditions set forth in these
Options are subject in all respects to the terms and conditions of the Plan,
which shall be controlling. Xxxxxxx agrees to execute such other agreements,
documents, or assignments as may be necessary or desirable to effect the
purposes of these Options. If this certificate shall be interpreted into any
language other than English, the English language version shall be controlling
in the event of any conflict. For purposes of this certificate, exercisable or
exercisability shall have the same meaning as vested.
9.
Binding Effect. The
grant of these Options shall be binding and effective only if this Certificate
is executed by or on behalf of Xxxxxxx.
10.
French Purchase Option. It is the
intent of Xxxxxxx that these Options qualify as purchase options under French
law. Accordingly, these Options shall be interpreted to comply with such
requirements. In that regard, Xxxxxxx xxxxxx confirms that upon exercise of
these Options, all shares delivered in respect of such exercises shall be
treasury shares.
11.
Change in Control. Unless
otherwise determined by the Committee in writing, these Options shall not
become exercisable upon the occurrence of a Change in Control.
12.
Capitalized Terms. All
capitalized terms used in this Certificate which are not defined herein shall
have the meaning given them in the Plan unless the context clearly requires
otherwise.
