Exhibit 10-e
XXXXXXXX BRANDS INTERNATIONAL, INC.
2002 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT
Congratulations! You have been awarded a stock option under the Xxxxxxxx 2002
Stock Option and Incentive Plan (the "Plan"). This award offers you an
opportunity to share in the Company's long-term growth by giving you the right
over the next ten years to purchase shares of the Company's Common Stock at
today's market price. Over time, you may have the opportunity to earn additional
compensation through the exercise of this option. Please read this Agreement
carefully and return one copy as requested below. Unless otherwise provided in
this Agreement, capitalized terms have the meanings specified in the Plan.
GRANT: Xxxxxxxx Brands International, Inc., a New Jersey corporation
("Company"), hereby awards you (the Optionee named below) a Non-Qualified Stock
Option ("Option") to purchase the number of shares of the Company's Common
Stock, par value $.01 per share ("Shares"), at the Option Price, set forth
below, subject to the following terms and conditions:
Optionee: No. of Shares: Option Price: Grant Date:
VESTING: This Option vests between the Grant Date and January 1, 2006, with 25%
of the total number of Shares vesting (becoming exercisable) on January 1 in
each of 2003, 2004, 2005, and 2006 or, if earlier, upon a Change of Control of
the Company; provided that you have remained continuously employed by the
Company or any of its Subsidiaries through the applicable vesting date.
Notwithstanding the foregoing, you may elect, by filing a written election with
the Company prior to the date of a Change of Control, to waive all or a portion
of your rights to vest in this Option by reason of the Change of Control. If
your employment terminates because of your death, Disability or Retirement, all
the Shares covered by this Option will vest on your termination of employment.
TERM: This Option expires 10 years from the Grant Date set forth above. If your
employment terminates prior to the expiration date, this Option will terminate
as specified in the Plan.
EXERCISE: In order to exercise this Option, you must deliver to the Company a
written notice indicating the number of Shares being exercised, accompanied by
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less
than 100, in which case you must exercise this Option for all then-vested
Shares. You may pay the Option Price in cash or in shares of Common Stock owned
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and
delivery to you of a certificate evidencing those Shares.
TAXES: You must pay all applicable U.S. federal, state, local and any foreign
taxes resulting from the grant or vesting of this Option or issuance of Shares
upon exercise of this Option. The Company has the right to withhold all
applicable taxes due upon the exercise of this Option (by payroll deduction or
otherwise) from the proceeds of such exercise or from future earnings (including
salary, bonus or any other payments).
CONDITIONS: This Option is governed by and subject to the terms and conditions
of the Plan, which contains important provisions of this award and forms a part
of this Agreement. A copy of the Plan is being provided to you, along with a
summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provision of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. and foreign laws.
ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return
one copy of this Agreement to the Corporate Secretary's Office, Attention:
Xxxxxxx Xxxxxxx.
XXXXXXXX BRANDS INTERNATIONAL, INC. Please complete the following information:
By: _______________________________
Xxxxx X. Xxxxxx, Vice President Home Address (including country)
Human Resources
__________________________________________
By: _______________________________ __________________________________________
Associate/Optionee Signature
Date Acknowledged:________________ __________________________________________
U.S. Social Security Number (if
applicable)
