EXHIBIT 10.7
STOCK PERFORMANCE PLAN
Originally Adopted - November 12, 1957
Last Amended - November 24, 1993
and reflecting changes approved by the Board on that date
for Shareholder approval on April 27, 1994
E. I. DU PONT DE NEMOURS AND COMPANY
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STOCK PERFORMANCE PLAN
I. PURPOSES
The purposes of this Stock Performance Plan (the "Plan")
are: (a) to provide greater incentive for employees who are or
will be primarily responsible for the growth and success of the
business to exert their best efforts on behalf of E. I. du Pont
de Nemours and Company ("the Company"); and (b) to further the
identity of interests of such employees with those of the
Company's stockholders generally by encouraging them to acquire
stock ownership in the Company.
II. FORM OF GRANTS
1. Grants under this Plan may be made in the form of
stock options, stock options accompanied by stock
appreciation rights, restricted stock or a combi-
nation of any of these forms and may be made in
replacement of or as alternatives to salary or grants
under any other plan or program of a plan company.
2. Stock options to purchase shares of the Company's
common stock granted under this Plan may be either
incentive, performance or other stock options
qualified under the Internal Revenue Code as in
effect from time to time ("qualified stock options")
or stock options that are not qualified under the
Internal Revenue Code ("nonqualified stock options"),
or a combination of qualified and nonqualified stock
options.
3. Stock appreciation rights may be granted by the
Company under this Plan upon such terms and condi-
tions as the Compensation and Benefits Committee may
determine. Such rights may be granted only when they
accompany the concurrent grant of stock options.
Each stock appreciation right shall give the grantee
the right to receive a payment equal to the excess of
the fair market value of a share of the Company's
common stock on the date when such right is exercised
over the option price provided for in the accompany-
ing stock option. Such rights may be exercised only
if the grantee exercises the accompanying stock
option by purchasing one share of the Company's
common stock for each stock appreciation right
exercised.
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The number of shares subject to exercise under an
accompanying stock option shall be automatically
reduced by one share for each stock appreciation
right exercised.
4. Shares of restricted stock granted under this Plan
shall be subject to restriction, such as forfeiture
and a minimum vesting period. A grantee shall
generally have all incidents of ownership in
restricted stock, including the right to dividends
(unless otherwise restricted) and to vote. Shares
may be evidenced by book-entry registration, a stock
certificate registered in the grantee's name but held
in the Company's custody or issuance of an appro-
priate legended stock certificate, as determined by
the Compensation and Benefits Committee.
III. LIMITATIONS ON GRANTS
1. The aggregate number of shares of the Company's stock
which may be made subject to stock options granted
under this Plan shall not exceed 36,000,000, or 5% of
such number for any optionee, during any five
consecutive years, of which only 6,000,000 shares may
be subject to restricted stock grants. The number of
stock appreciation rights which may be granted to any
optionee under this Plan shall not exceed 50% of the
number of shares made subject to an accompanying
stock option.
2. If any stock option or restricted stock (without
benefit of dividends) granted under this Plan shall
terminate or expire for any reason without having
been exercised or vested in full, the shares not
acquired under such grant shall become available
again for further grants under this Plan; provided
also, that shares withheld by or tendered to the
Company as payment of exercise price or other
consideration or satisfaction of withholding taxes
shall become available again for further grants to
employees who are not executive officers; provided,
however, that the shares which become so available
for further grants shall not include any shares as to
which a stock option has been reduced by reason of
receiving payments under accompanying stock
appreciation rights. The limitations set forth above
shall be subject to adjustment as provided in Article
XII hereof.
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IV. ADMINISTRATION
1. Except as otherwise specifically provided, the Plan
shall be administered by the Compensation and
Benefits Committee of the Company's Board of
Directors. The Compensation and Benefits Committee
shall be elected pursuant to the Bylaws of the
Company, and the members thereof shall be ineligible
for grants while serving on said Committee.
2. The Compensation and Benefits Committee is
authorized, subject to the provisions of the Plan,
from time to time to establish such rules and
regulations as it deems appropriate for the proper
administration of the Plan, and to make such
determinations and take such steps in connection
therewith as it deems necessary or advisable.
3. The Compensation and Benefits Committee shall,
subject to the provisions of the Plan, determine the
time or times when stock options will be granted,
which employees, if any, shall be granted stock
options, the types of stock options to be granted,
whether they shall be granted singly or in combi-
nation, when they shall be exercisable, the number of
shares to be covered by each stock option or options,
and the terms and conditions of such stock options;
which employees, if any, shall also be granted
accompanying stock appreciation rights, the number of
stock appreciation rights which shall be granted to
each of them, and the terms and conditions of such
rights; and the time or times when restricted stock
will be granted, which employees, if any, shall be
granted restricted stock, the number of restricted
shares to be granted, the restrictions or conditions
on the right to transfer or dispose of such shares,
and the terms and conditions of such restricted
stock, including the number, amount, and timing of
vesting increments.
4. The decision of the Compensation and Benefits
Committee with respect to any questions arising as to
interpretation of this Plan, including the sever-
ability of any and all of the provisions thereof,
shall be final, conclusive and binding.
5. The Company's Board of Directors may elect a Special
Stock Performance Committee pursuant to the Bylaws of
the Company which shall have and may exercise all the
rights, powers and duties of the Compensation and
Benefits Committee specified in this Plan for pur-
poses of making grants for significant achievements
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by employees who are not directors or executive
officers of the Company. The Special Stock
Performance Committee may also be authorized by the
Compensation and Benefits Committee to assume certain
administrative responsibilities under this Plan.
V. ELIGIBILITY FOR GRANTS
1. Grants under this Plan may be made to employees
(including those who are directors or executive
officers of the Company) as determined by the
Compensation and Benefits Committee (or Board of
Directors, if the grantee is a director of the
Company). In determining those employees to whom
grants are to be made, the Compensation and Benefits
Committee (or Board of Directors, if the beneficiary
is a director of the Company) may take into
consideration present and potential contributions to
the Company's success by such employees, and any
other factors which the Compensation and Benefits
Committee (or Board of Directors, if the grantee is a
director of the Company) may deem relevant in
connection with accomplishing the purposes of the
Plan.
2. The term "employee" may include an employee of a
corporation or other business entity in which the
Company shall directly or indirectly own fifty
percent or more of the outstanding voting stock or
other ownership interest, but shall exclude any
director who is not also an officer or a full-time
employee of a plan company. The term "plan company"
as used in this Plan shall mean a business entity
whose employees are eligible for grants under this
Plan). The term "grantee" as used in this Plan means
an employee to whom a grant has been made under this
Plan or, where appropriate, his or her successor in
interest upon death.
VI. RECOMMENDATIONS AND GRANTS
1. Recommendations for grants to members of the Board of
Directors shall be made by the Compensation and
Benefits Committee. Recommendations for grants to
employees who are not members of the Board of
Directors shall be made to the Compensation and
Benefits Committee by the Office of the Chairman.
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2. Any grant to a director shall be made in the sole
discretion of the Board of Directors, a majority of
whose members taking final action on any such grant
shall be ineligible for grants under Article V. Any
grant to an employee who is not a member of the Board
of Directors shall be made by the Compensation and
Benefits Committee which shall take final action on
any such grant.
3. Grants may be made at any time under this Plan and in
any of the forms or combinations thereof provided in
Article II hereof. A grantee may receive and may
hold more than one grant under this Plan.
4. The date on which a grant shall be deemed to have
been made under this Plan shall be the date of the
Compensation and Benefits Committee (or Board of
Directors, if the grantee is a director) authoriza-
tion of the award or such later date as may be
determined by the Compensation and Benefits Committee
(or Board of Directors, if the grantee is a director)
at the time the grant is authorized. Each grantee
shall be advised in writing by the Company of a grant
and the terms and conditions thereof, which terms and
conditions, as the Compensation and Benefits
Committee from time to time shall determine, shall
not be inconsistent with the provisions of this Plan.
VII. OPTION PRICE
The price per share of the Company's common stock which
may be purchased upon exercise of a stock option granted under
this Plan shall be determined by the Compensation and Benefits
Committee, but shall in no event be less than the fair market
value of such share on the date the stock option is granted, and
in no event less than the par value thereof. The price so
determined also shall be applicable to any accompanying stock
appreciation right. For purposes of this Plan, fair market
value shall be the average of the high and low prices of the
Company's common stock as reported on the "NYSE-Composite
Transactions Tape" on the date of grant of a stock option or the
date of exercise of a stock option or stock appreciation right,
or if no sales of such stock were reported on said Tape on such
date, the average of the high and low prices of such stock on
the next preceding day on which sales were reported on said
Tape. Such price shall be subject to adjustment as provided in
Article XII hereof.
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VIII. OPTION TERM
The term of each stock option and each stock appreciation
right granted under this Plan shall be for such period as the
Compensation and Benefits Committee shall determine, but not for
more than ten years from date of grant.
IX. EXERCISE OF OPTIONS
1. Subject to the provisions of this Plan, each stock
option and each stock appreciation right granted
hereunder shall be exercisable on such date or dates
and during such period and for such number of shares
or stock appreciation rights as the Compensation and
Benefits Committee may determine. However, in no
event shall a stock option or stock appreciation
right be exercisable prior to six months from date of
grant. The Compensation and Benefits Committee may
fix from time to time a minimum number of shares
which must be purchased at the time a stock option is
exercised.
2. A grantee electing to exercise a stock option shall
at the time of exercise pay the Company the full
purchase price of the shares he or she has elected to
purchase. Payment of the purchase price shall be
made in cash, the Company's common stock (valued at
fair market value on the date of exercise), or a
combination thereof, as the Compensation and Benefits
Committee may determine from time to time. A grantee
electing to exercise a stock appreciation right
granted under this Plan shall so notify the Company
at the same time he or she elects to exercise an
accompanying stock option. Payment by the Company
for such stock appreciation right may be in cash,
common stock (valued at fair market value on date of
exercise), or a combination thereof, as the
Compensation and Benefits Committee may determine
from time to time, but no fractional share of common
stock shall be delivered. With respect to shares of
the Company's common stock to be delivered upon
exercise of a stock option or a stock appreciation
right, the Compensation and Benefits Committee shall
periodically determine whether, and to what extent,
such stock shall be in the form of new common stock
issued for such purposes, or common stock acquired by
the Company.
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3. Notwithstanding any other provision of this Plan,
when the fair market value of a share of the
Company's common stock on the date a grantee elects
to exercise a stock option is less than such amount
per share as may be determined by the Compensation
and Benefits Committee from time to time, the Company
may at its election pay the grantee in cash for each
share he or she elected to purchase an amount equal
to the excess of such fair market value over the
option price provided for in the stock option. The
Compensation and Benefits Committee shall period-
ically determine whether the Company shall make such
cash payment upon exercise of a stock option. When
the Company makes a payment to the grantee under this
paragraph 3 of Article IX, it shall not require the
grantee to tender the full purchase price of the
shares he or she has elected to purchase, the
Company's obligation to issue or deliver such shares
shall be null and void, and the right to purchase
such number of shares subject to option shall be
terminated. Such payment by the Company shall be
deemed to be an exercise of a stock option and the
purchase of shares thereunder for purposes of
paragraph 3 of Article II and Article III.
X. NONTRANSFERABILITY OF GRANTS
During a grantee's lifetime no stock option or stock
appreciation right granted under this Plan shall be transferable,
and stock options and stock appreciation rights may be exercised
only by the grantee.
XI. TERMINATION OF EMPLOYMENT
1. The Compensation and Benefits Committee shall, subject
to the provisions of the Plan, determine the rules
relating to rights under stock options, stock
appreciation rights and restricted stock grants upon a
grantee's termination of employment.
2. A grantee shall forfeit all rights under stock
options, stock appreciation rights and restricted
stock grants -
(a) if the grantee is dismissed or leaves the
service of the plan companies for any reason
other than his or her death, or retirement
pursuant to the provisions of the pension or
retirement plan or policy of a plan company, or
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(b) if the grantee retires pursuant to the pro-
visions of the pension or retirement plan or
policy of a plan company, and if thereafter the
Compensation and Benefits Committee, after a
hearing at which the grantee shall be entitled
to be present, shall find that he or she has
willfully engaged in any activity which is harm-
ful to the interest of any of such companies;
provided, however, that such stock options, stock
appreciation rights and restricted stock grants may
continue in effect to such extent and under such
conditions as the Compensation and Benefits Committee
may determine; and provided, further, that the
Compensation and Benefits Committee may accelerate or
waive any restrictions or conditions applicable to
restricted stock grants, in whole or in part, based
on such factors and criteria as the Compensation and
Benefits Committee may determine.
3. Upon the death of the grantee or his or her retire-
ment pursuant to the provisions of the pension or
retirement plan or policy of a plan company, which-
ever shall first occur, the number of shares subject
to option and the number of stock appreciation rights
shall be limited to that number of shares and rights
which the grantee could have acquired or exercised
under the terms of his or her grant or grants on the
date of such death or retirement, and the options or
rights representing the remainder of the grant or
grants shall terminate.
XII. ADJUSTMENTS
1. In the event of any stock dividend, split-up,
reclassification or other analogous change in
capitalization, the Compensation and Benefits
Committee shall make such adjustments, in the light
of the change, as it deems to be equitable, both to
the grantees and to the Company, in -
(a) the number of shares and prices per share
applicable to outstanding stock options,
(b) the number of outstanding stock appreciation
rights and their price,
(c) the number of shares applicable to outstanding
restricted stock grants,
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(d) the aggregate limitation set forth in
Article III with respect to the number of shares
which may be made subject to options and
restricted stock grants.
Furthermore, in the event of a distribution to common
stockholders other than interim or year-end dividends
declared as such by the Board of Directors, the
Compensation and Benefits Committee shall make such
adjustments, in the light of the distribution, as it
deems to be equitable, both to the grantees and to
the Company, in respect of the items described in
(a), (b) and (c) above.
2. Any fractional shares or fractional stock apprecia-
tion rights resulting from adjustments made pursuant
to this Article shall be eliminated.
XIII. AMENDMENTS
The Board of Directors reserves the right to modify this
Plan from time to time or to repeal the Plan entirely, or to
direct the discontinuance of grants either temporarily or
permanently; provided, however, that no modification of this
Plan shall operate to annul, without the consent of the grantee,
a grant already made hereunder; provided, also, that no
modification without approval of the stockholders shall -
(a) increase the number of shares which may be made
subject to stock options or restricted stock grants,
or the number of stock appreciation rights which may
be granted under this Plan in the aggregate, except
by way of adjustments as provided in Article XII,
(b) permit grant of stock options and stock appreciation
rights at a price less than fair market value,
(c) extend the maximum term of stock options and stock
appreciation rights, or
(d) permit a grant under this Plan to a member of the
Compensation and Benefits Committee;
except that the Board of Directors may take any action it deems
advisable to ensure that qualified stock options may be granted
under this Plan in accordance with the provisions of the
Internal Revenue Code, as it may be amended.
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XIV. MISCELLANEOUS
1. The Compensation and Benefits Committee may adopt
such modifications, procedures, and subplans as may
be necessary or desirable to comply with provisions
of the laws of countries other than the United States
in which the Company or a plan company may operate to
assure the viability of the benefits of grants made
to employees in such countries and to meet the
purposes of the Plan.
2. Grantees may use shares of the Company's common stock
to satisfy withholding taxes relating to grants under
this Plan to the extent provided in terms and
conditions established by the Compensation and
Benefits Committee.
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