EXHIBIT 10(b)
STANHOME INC.
1996 Stock Option Plan
1. Purpose. The purpose of this 1996 Stock Option Plan (the "Plan")
is to advance the interests of Stanhome Inc. (the "Company") by encouraging
key management employees of the Company and its subsidiaries and non-
employee directors of the Company to acquire a proprietary interest in the
Company through ownership of common stock of the Company. Such ownership
will encourage the optionees to remain with the Company and will help
attract other qualified persons to become employees and directors.
2. Administration. The Plan shall be administered by the
Compensation and Stock Option Committee of the Board of Directors (the
"Committee") which shall be composed of not less than three directors of
the Company elected or to be elected as members of the Committee from time
to time by the Board of Directors of the Company. Each member of the
Committee shall be a "disinterested person" within the meaning of Rule 16b-
3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and an "outside director" within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"). Subject to the
provisions of the Plan and the approval of the Board of Directors of the
Company, except that the Board of Directors shall have no discretion with
respect to the selection of officers within the meaning of Rule 16a-1(f),
directors or 10% or more shareholders ("Insiders") for participation and
decisions concerning the timing, pricing and amount of a grant or award to
such "Insiders", the Committee is authorized to grant options under the
Plan and to interpret the Plan and such options, to prescribe, amend and
rescind rules and regulations relating to the Plan and the options, and to
make other determinations necessary or advisable for the administration of
the Plan, all of which determinations shall be conclusive. The Committee
shall act pursuant to a majority vote or by unanimous written consent.
3. Types of Options. Options granted pursuant to the Plan may be
either incentive stock options under Section 422 of the Code ("Incentive
Stock Options") or options not qualifying under that section of the Code
("Non-qualified Stock Options"). It is the intent of the Company that Non-
qualified Stock Options granted under the Plan not be classified as
Incentive Stock Options, that the Incentive Stock Options granted under the
Plan be consistent with and contain or be deemed to contain all provisions
required under Section 422 and the other appropriate provisions of the Code
and any implementing regulations (and any successor provisions thereof),
and that any ambiguities in construction shall be interpreted in order to
effectuate such intent.
4. Eligibility. Options shall be granted under the Plan to such
selected key full-time salaried and commissioned employees (including
officers and directors if they are employees) of the Company or any of its
subsidiaries as the Committee shall determine from time to time. Options
shall also be granted under the Plan to the non-employee directors of the
Company (the "Non-employee Directors") pursuant to Section 9 hereof.
5. Stock Subject to Options. The aggregate number of shares which
may be issued or sold under options granted pursuant to the Plan (the
"Shares") shall not exceed 1,500,000 shares of the Company's common stock
$0.125 par value each. Such Shares shall be either authorized but unissued
shares of said common stock or issued shares of said common stock which
shall have been reacquired by the Company. Such aggregate number of Shares
may be adjusted under Sections 9 and 10 below. If any outstanding option
under the Plan expires or is terminated for any reason, the Shares
allocated to the unexercised portion of such option may again be subjected
to an option or options under the Plan.
6. Allotment of Shares. Except as provided under Section 9 hereof,
the Committee shall determine the total number of Shares to be offered to
each optionee under the Plan; provided, however, that no optionee may be
granted options which exceed 300,000 Shares under the Plan.
7. Option Price. The Shares shall be offered from time to time
under the Plan at a price which shall be not less than the greater of (i)
100 percent of the Fair Market Value of the Company's common stock on the
date the option is granted, or (ii) the par value of the Company's common
stock subject to the option; provided, however, that the price shall be not
less than 110 percent of such Fair Market Value in the case of Shares
offered under any Incentive Stock Option granted to an individual who, at
the time the option is granted, owns stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the Company
or of its subsidiaries.
8. Terms and Conditions of Options. The Committee shall have power,
subject to the limitations contained in the Plan, to prescribe the terms
and conditions of any option granted hereunder. Each such option shall be
evidenced by a certificate in such form as the Committee shall from time to
time determine, which certificate shall prescribe the following terms and
conditions and such other terms and conditions as the Committee may deem
necessary or advisable:
(a) Duration of Options. Except as hereinafter otherwise provided,
options granted under the Plan shall be exercisable for such period of time
as the Committee shall determine. An Incentive Stock Option shall not be
exercisable after the expiration of ten years from the date it is granted;
provided, however, that any Incentive Stock Option granted to an individual
who, at the time the option is granted, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or of its subsidiaries shall by its terms not be exercisable after
the expiration of five years from the date of grant.
(b) Exercise of Options. Except as hereinafter otherwise provided,
each option granted under the Plan may be exercised only after six months
of continued employment by the Company or one of its subsidiaries
immediately following the date the option is granted, or the date of
Stockholder approval under Section 11 below if later, and only during the
continuance of the optionee's employment with the Company or one of its
subsidiaries and such additional period as may be provided in subsection
(e) below. No option shall be exercised for less than 10 Shares except as
a result of an adjustment under Sections 9 or 10 below. Subject to the
foregoing and to the limitations set forth under subsection 8(e) below,
each option granted under the provisions of this Section 8 may be exercised
at any time after six months from the date the option is granted or, if
later, six months after the date of approval of the Plan by the
Stockholders of the Company,(1) as to 50% of the Shares subject to the
option if the Fair Market Value of the common stock is at or above 125% of
the Option Price on each of at least ten consecutive Trading Days, (2) as
to the remaining 50% of the Shares subject to the option if, at any time at
or after the initial 50% of said Shares becomes exercisable, the Fair
Market Value of the common stock is at or above 150% of the Option Price on
each of at least ten consecutive Trading Days, or (3) after the eighth
anniversary of the date the option is granted.
(c) Payment. The purchase price of each Share purchased upon the
exercise of any option granted hereunder shall be paid in full at the time
of such purchase, and a stock certificate representing Shares so purchased
shall be delivered to the person entitled thereto. Until the stock
certificate for such Shares is issued in the optionee's name, he or she
shall have none of the rights of a stockholder. Payment may be made in
whole or in part in (i) cash or (ii) whole shares of the Company's common
stock acquired at least six months previously by the optionee, for which
the optionee has good title, free and clear of all liens and encumbrances,
and evidenced by negotiable certificates, valued at their Fair Market Value
on the date preceding the date the option is exercised. If certificates
representing shares of common stock are used to pay all or part of the
purchase price of an option, separate certificates shall be delivered by
the Company representing the same number of shares as each certificate so
used and an additional certificate shall be delivered representing the
additional shares to which the option holder is entitled as a result of
exercise of the option. It shall be a condition to the performance of the
Company's obligation to issue or transfer Shares upon exercise of an option
or options that the optionee pay, or make provision satisfactory to the
Company for the payment of, any taxes (other than stock transfer taxes)
which the Company is obligated to collect with respect to the issue or
transfer upon such exercise. With respect to the exercise of Non-qualified
Stock Options granted pursuant to this Section 8, optionees may elect to
have the Company withhold a designated number of Shares otherwise issuable
upon the exercise of such stock options, or, in the case of "Insider"
optionees, to commit irrevocably at a time acceptable under the provisions
of Section 16 of the Exchange Act to have the Company withhold whole shares
of common stock to cover Federal and State tax obligations incident to such
exercise, or such other maximum amounts as may be determined by the
Committee.
(d) Nontransferability of Options. No option shall be transferable
by the optionee otherwise than (1) by will or the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by
the Committee, (2) as otherwise permitted under Rule 16b-3 under the
Exchange Act from time to time and allowed by the Committee, or (3)
pursuant to a qualified domestic relations order as defined in Section
414(p) of the Code. Except to the extent permitted by the foregoing
sentence, each option shall be exercisable, during his or her lifetime,
only by the optionee or his or her guardian or legal representative(s).
(e) Termination of Options. (i) Disability, Retirement at or after
age 55, Termination without Substantial Cause, or Death. If the optionee's
employment with the Company terminates by reason of Disability, retirement
at or after age 55, termination by the Company without Substantial Cause,
death, or for any other reason not set forth under clauses (ii) and (iii)
below, if not sooner terminated pursuant to their terms and subject to
subsections (a) and (b) above, all outstanding options then held by the
optionee shall be exercisable during the three year period following any
such termination of employment by the optionee or his or her guardian or
legal representative(s), except further that in the case of Incentive Stock
Options the period for such exercise following such termination shall be
limited to three months, or, in the case of a termination of employment by
reason of disability, to twelve months; (ii) Termination by Voluntary
Resignation or Retirement before reaching age 55. If the optionee's
employment with the Company is terminated either by voluntary resignation
or retirement before reaching age 55, all outstanding options then held by
the optionee shall be exercisable during the three month period following
any such termination of employment by the optionee or his or her guardian
or legal representative(s); (iii) Termination for Substantial Cause. If
the optionee's employment with the Company is terminated for Substantial
Cause, all outstanding options then held by the optionee shall thereupon be
forfeited by the optionee and canceled by the Company; and (iv) Termination
within Six Months of Grant. Notwithstanding the foregoing, upon the
optionee's employment with the Company or any subsidiary terminating at any
time for any reason, all outstanding options granted within the last six
months prior to the optionee's termination shall thereupon be forfeited by
the optionee and canceled by the Company.
Cessation of any corporation's relationship with the Company as a
subsidiary shall constitute a "termination without Substantial Cause"
hereunder as to individuals employed by that corporation, and options held
by such individuals shall be terminated in accordance with paragraph (i)
above. For purposes of this subsection, the meaning of the word
"disability" shall be determined under the provisions of Section 422(c)(7)
of the Code or any successor provisions thereof.
(f) Fair Market Value. Fair Market Value shall mean the closing
transaction price of a share of common stock as reported in the New York
Stock Exchange Composite Transactions on the date as of which such value is
being determined, or, if the common stock is not listed on the New York
Stock Exchange, the closing transaction price of a share of common stock on
the principal national stock exchange on which the common stock is traded
on the date as of which such value is being determined; or, if there shall
be no reported transaction for such date, on the next preceding date for
which a transaction was reported; provided, however, that if Fair Market
Value for any date cannot be so determined, Fair Market Value shall be
determined by the Committee by whatever means or method as the Committee,
in the good faith exercise of its sole discretion, shall at such time deem
appropriate.
(g) "Trading Day". A Trading Day shall be a day on which the
Company's common stock may be traded on a stock exchange or, if the
Company's common stock is not listed on any exchange, in the Over The
Counter market.
(h) "Substantial Cause". Substantial Cause shall mean (1) the
willful and continued failure by optionee to perform substantially the
optionee's duties with the Company or a subsidiary (other than any such
failure resulting from the optionee's incapacity due to physical or mental
illness) after a written demand for substantial performance is delivered to
the optionee by the Board, which demand specifically identifies the manner
in which the Board believes that the optionee has not substantially
performed the optionee's duties or (2) the willful engagement by the
optionee in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise. For purposes of
clauses (1) and (2) of this definition, no act or failure to act by a
optionee shall be deemed "willful" unless done, or omitted to be done, by
the optionee not in good faith and without reasonable belief that the
optionee's act or failure to act was in the best interests of the Company.
9. Non-employee Directors' Options. The Committee shall not have
any discretion with respect to the options granted to the Non-employee
Directors under the provisions of this Section 9. Except as hereinafter
otherwise provided, options granted pursuant to this Section 9 shall be
subject to the terms and conditions set forth in Section 8.
(a) Grant of Options. On the day following each of the 1996 through
and including the 1998 annual stockholders' meetings, each person who is a
Non-employee Director immediately after such meeting shall automatically be
granted an option to purchase 1,500 Shares. The maximum number of Shares
for which options may be granted to any Non-employee Director under the
Plan shall be 4,500. All such options shall be Non-qualified Stock
Options. The price at which each Share covered by such options shall be
purchased shall be the greater of (i) 100 percent of the Fair Market Value
of the Company's common stock on the date the option is granted, or (ii)
the par value of the Company's common stock subject to the option.
(b) Exercise of Options. (i) Except as hereinafter otherwise
provided, an option granted to the Non-employee Director may be exercised
only after six months of continued service as a Director of the Company
following the date the option is granted, or the date of Stockholder
approval under Section 11 below if later, and only during the continuance
of the optionee serving on the Board of Directors and such additional
period as is provided for below. The option may be exercised by the Non-
employee Director or his or her guardian or legal representative(s) during
the period that the Non-employee Director remains a member of the Board of
Directors and for a period of three years thereafter, subject to subsection
8(a) and the conditions of exercise set forth below in this subsection 9(b)
and, provided further, that in no event shall the option be exercisable
more than ten years after the date of grant. Subject to the foregoing,
each option granted to the Non-employee Directors under the provisions of
this Section 9 may be exercised at any time after six months from the date
the option is granted or, if later, six months after the date of approval
of the Plan by the Stockholders of the Company, (1) as to 50% of the Shares
subject to the option if the Fair Market Value of the common stock is at
or above 125% of the Option Price on each of at least ten consecutive
Trading Days, (2) as to the remaining 50% of the Shares subject to the
option if, at any time at or after the initial 50% of said Shares becomes
exercisable, the Fair Market Value of the common stock is at or above 150%
of the Option Price on each of at least ten consecutive Trading Days, or
(3) after the eighth anniversary of the date the option is granted; and
(ii) Notwithstanding the foregoing, upon the Non-employee Director's
service as a Director of the Company terminating at any time for any
reason, all outstanding options granted within the last six months prior to
the Non-employee Director's termination shall thereupon be forfeited by the
Non-employee Director and canceled by the Company.
(c) Payment. An option granted to the Non-employee Director shall
be exercisable only upon payment to the Company in accordance with the
provisions of Section 8(c) of the full purchase price of the Shares with
respect to which the option is being exercised.
(d) Adjustment of Options. In the event of a stock dividend, split-
up or combination of shares, recapitalization, reclassification or merger
in which the Company is the surviving corporation, or other similar capital
or corporate structure change, the number of Shares at the time of such
change remaining subject to any option granted or to be granted pursuant to
the provisions of this Section 9 shall be increased or decreased, as the
case may be, in direct proportion to the increase or decrease in the number
of shares of common stock of the Company by reason of such change in
corporate structure, provided that the number of Shares shall always be a
whole number with any fractional Shares being deleted therefrom, and the
purchase price per Share of any outstanding options shall, in the case of
an increase in the number of Shares, be proportionately decreased, and in
the case of a decrease in the number of Shares, be proportionately
increased. In the event of a consolidation or merger in which the Company
is not the surviving corporation or of a "Change in Control" as defined in
Section 10, including, but not limited to, "Changes in Control" in which
the Company is the surviving corporation, and notwithstanding the preceding
sentence, each option outstanding under the provisions of this Section 9
shall thereupon terminate, provided that within ten days of the effective
date of any such consolidation, merger, or "Change in Control", the Company
shall pay in cash the difference between the exercise price of the
unpurchased Shares under the options and the value of consideration
receivable in the transaction by a holder of the number of shares of common
stock equal to the number subject to the options.
10. Changes in Stock. In the event of a stock dividend, split-up or
combination of shares, recapitalization, reclassification or merger in
which the Company is the surviving corporation, or other similar capital or
corporate structure change, the number and kind of Shares at the time of
such change remaining subject to the Plan and to any option granted or to
be granted pursuant to the Plan, except for options granted or to be
granted pursuant to Section 9, the option price and any other relevant
provisions shall be appropriately adjusted by the Board of Directors of the
Company, whose determination shall be binding on all persons. In the event
of a consolidation or merger in which the Company is not the surviving
corporation, (i) each option outstanding hereunder that is held by an
"Insider" optionee and that is not outstanding under the provisions of
Section 9 shall become immediately exercisable and (ii) each option
outstanding hereunder that is held by an optionee who is not an "Insider"
shall terminate, provided that at least twenty days prior to the effective
date of any such consolidation or merger, the Board of Directors of the
Company shall do one of the following with respect to options held by
optionees who are not "Insiders": (1) make such options immediately
exercisable, (2) arrange to have the surviving or consolidated corporation
grant replacement options to the optionees involved, or (3) pay in cash the
difference between the exercise price of the unpurchased Shares under the
options and the value of consideration receivable in the transaction by a
holder of the number of shares of common stock equal to the number subject
to the options. No adjustment provided for in this Section 10 shall
require the Company to issue or sell a fractional share under any option
hereunder and any fractional share resulting from any such adjustment shall
be deleted from the option involved.
Notwithstanding anything herein to the contrary, and without regard
to subsections 8(e)(iv) and 9(b)(ii) and clauses 1, 2 and 3 of subsections
8(b) and 9(b), in the event of a "Change in Control" as defined below,
including certain consolidation or merger events otherwise giving rise to
the adjustments or alternatives described in the above paragraph, each
option outstanding under this Plan shall thereupon terminate, provided that
within ten days of the effective date of such Change in Control, the
Company shall pay in cash the difference between the exercise price of the
unpurchased Shares under the options and the value of consideration
receivable in the transaction by a holder of the number of shares of common
stock equal to the number subject to the options. As used herein, "Change
in Control" means a Change in Control of a nature that would, in the
opinion of the Company counsel, be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange
Act; provided that, without limitation, such a Change in Control shall be
deemed to have occurred if: (i) any "Person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than the Company or any
subsidiary of the Company, any trustee or fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries or
a corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of the
stock of the Company)) becomes the "beneficial owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the
Company's then outstanding securities; or (ii) during any period of two
consecutive years (not including any period prior to the effective date of
this Plan), individuals who at the beginning of such period constitute the
Board of Directors and any new director (other than a director designated
by a Person who has entered into an agreement with the Company to effect a
transaction described in clause (i), (iii), or (iv) of this paragraph)
whose election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved cease for any reason to constitute a majority
thereof; or (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity), in combination with the ownership of
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, at least 75% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person acquires 25% or more of the
combined voting power of the Company's then outstanding securities; or (iv)
the stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of
all or substantially all the Company's assets.
With respect to all optionees other than the Non-employee Directors,
no Change in Control shall be deemed to have occurred if the optionee is a
member of a management group which first announces a proposal which
constitutes a Potential Change in Control, unless otherwise determined by a
majority of the members of the Board of Directors who are not members of
such management group. A "Potential Change in Control" shall be deemed to
have occurred if the conditions set forth in any one of the following
subsections shall have been satisfied: (i) the Company enters into an
agreement, the consummation of which would result in the occurrence of a
Change in Control; (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions, which if consummated,
would constitute a Change in Control; (iii) any Person who is or becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company's then
outstanding securities, increases such Person's beneficial ownership of
such securities by 5% or more over the percentage so owned by such Person
on the date hereof; or (iv) the Board of Directors adopts a resolution to
the effect that, for purposes of this Plan, a Potential Change in Control
has occurred.
11. Effective Date; Stockholder Approval; Term. The Plan was
adopted by the Board of Directors on January 24, 1996 and shall become
effective as of January 24, 1996 if the Plan is approved by the holders of
a majority of the common stock outstanding and entitled to vote at the
Annual Meeting of Stockholders scheduled for April 25, 1996. No option
hereunder shall be granted after January 23, 2006 or the earlier suspension
or termination of the Plan in accordance with its terms. The Plan shall
terminate on January 23, 2006 or on such earlier date as it may be
suspended or terminated under the provisions of Section 12 below or as of
which all Shares subject to options authorized to be granted under the Plan
shall have been acquired by exercise of such options.
12. Amendment or Discontinuance of the Plan. The Board of Directors
of the Company may, insofar as permitted by law, at any time or from time
to time, suspend or terminate the Plan or revise or amend it in any respect
whatsoever except that, without appropriate approval of the stockholders of
the common stock, no such revision or amendment shall increase the maximum
number of Shares subject to the Plan, change the designation of the class
of employees eligible to receive options, decrease the price at which
options may be granted or otherwise change the provisions of this Plan to
the extent approval of the holders of the common stock of the Company is
required under applicable laws, rules or regulations. Notwithstanding the
preceding sentence, amendments to change the provisions of Section 9(a)
shall not be made more frequently than once every six months other than to
comply with the Code or the Employee Retirement Income Security Act.
13. Applicable Laws or Regulations and Notification of Disposition.
The Company's obligation to sell and deliver Shares under an option is
subject to such compliance as the Company deems necessary or advisable with
federal and state laws, rules and regulations applying to the
authorization, issuance, listing or sale of securities. The Company may
also require in connection with any exercise of an Incentive Stock Option
that the optionee agree to notify the Company when making any disposition
of the Shares, whether by sale, gift, or otherwise, within two years of the
date of grant or within one year of the date of exercise.
14. No Employment Right; No Obligation to Exercise Option. Nothing
contained in the Plan, or in any option granted under it, shall confer upon
any optionee any right to continued employment by the Company or any of its
subsidiaries or to continued membership on the Board of Directors of the
Company or limit in any way the right of the Company or any subsidiary to
terminate the optionee's employment at any time. The granting of any
option hereunder shall impose no obligation upon the optionee to exercise
such option.