EXHIBIT 10.3
NEWELL RUBBERMAID INC. 2003 STOCK PLANSTOCK OPTION AGREEMENT
A Stock Option (the "Option") granted by Newell Rubbermaid Inc.,
a Delaware corporation (the "Company"), to Mark D. Ketchum (the
"Optionee"), for common stock, par value $1.00 per share and related
preferred stock purchase rights (the "Common Stock"), of the Company,
shall be subject to the following terms and conditions:
1. STOCK OPTION GRANT. Subject to the provisions set forth
herein and the terms and conditions of the Newell Rubbermaid Inc. 2003
Stock Plan (the "Plan"), a copy of which is attached hereto and the
terms of which are hereby incorporated by reference, and in
consideration of the agreements of the Optionee herein provided, the
Company hereby grants to the Optionee an Option to purchase from the
Company 75,000 shares of Common Stock, at the purchase price per
share, and on other terms and conditions, set forth in the attached
Option letter. Any incentive stock option is intended to be an
incentive stock option within the meaning of Section 422A of the
Internal Revenue Code of 1986.
2. ACCEPTANCE BY OPTIONEE. The exercise of the Option is
conditioned upon its acceptance by the Optionee in the space provided
therefor at the end of the attached Option letter and the return of an
executed copy of such Option letter to the Secretary of the Company no
later than 60 days after the Date of Grant set forth therein or, if
later, 30 days after the Optionee receives this Agreement.
3. EXERCISE OF OPTION. Written notice of an election to
exercise any portion of the Option shall be given by the Optionee, or
his personal representative in the event of the Optionee's death, in
accordance with procedures established by the Organizational
Development and Compensation Committee of the Board of Directors of
the Company (the "Committee"), as in effect at the time of such
exercise.
At the time of exercise of the Option, payment of the purchase
price for the shares of Common Stock with respect to which the Option
is exercised must be made by one or more of the following methods:
(i) in cash, (ii) in cash received from a broker-dealer to whom the
Optionee has submitted an exercise notice and irrevocable instructions
to deliver the purchase price to the Company from the proceeds of the
sale of shares subject to the Option, (iii) by delivery to the Company
of other Common Stock owned by the Optionee that is acceptable to the
Company, valued at its fair market value on the date of exercise, or
(iv) by certifying to ownership by attestation of such previously
owned Common Stock.
If applicable, an amount sufficient to satisfy all minimum
Federal, state and local withholding tax requirements prior to
delivery of any certificate for shares of Common Stock must also
accompany the exercise. Payment of such taxes can be made by a method
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specified above, and/or by directing the Company to withhold such
number of shares of Common Stock otherwise issuable upon exercise of
the Option with a fair market value equal to the amount of tax to be
withheld.
4. FORFEITURE AND VESTING OF OPTION.
(a) In the event the Optionee's employment with the Company
terminates on or before November 8, 2006 for any reason, a portion of
the Option will be forfeited as of the date of such termination. The
forfeited portion of the Option shall be with respect to a number of
shares of Common Stock equal to 75,000 shares, multiplied by a
fraction, the numerator of which is the number of full and partial
months from the date of termination of employment through November 8,
2006 and the denominator of which is 12. Any fractional shares shall
be rounded down for purposes of determining the number of shares
forfeited.
If the Optionee remains employed with the Company from the Grant
Date until November 9, 2006, no portion of the Option will be
forfeited. Any portion of the Option that is not forfeited pursuant
to this Section 4(a) shall be subject to the vesting schedule set
forth in Section 4(b).
(b) Any portion of the Option that is not forfeited pursuant to
Section 4(a) shall vest and be exercisable at a rate equal to 20%
thereof as of each anniversary of the Grant Date while the Optionee's
employment with the Company, and/or service on the Board, continues,
except as described in Section 5 below.
5. EXERCISE UPON TERMINATION OF EMPLOYMENT.
In the event the Optionee's employment with the Company
terminates for any reason other than death or disability (as defined
below), and in connection therewith the Optionee's service on the
Board terminates, the Option shall expire on the date of such
termination of employment, and no portion shall be exercisable after
the date of such termination.
In the event of the Optionee's death or disability during
employment with the Company, the outstanding portion of the Option
that is not forfeited pursuant to Section 4(a) above shall become
fully vested on such date and shall continue to be exercisable until
the earlier of the first anniversary of the date of the Optionee's
death or disability, or the date the Option expires by its terms.
In the event the Optionee's employment with the Company terminates for
any reason other than death or disability, and the Optionee's service
on the Board continues thereafter, the outstanding portion of the
Option that is not forfeited pursuant to Section 4(a) above shall
continue to vest and remain exercisable in accordance with Section
4(b). If the Optionee's service on the Board subsequently terminates,
then (a) if the termination of service is due to retirement, the
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outstanding portion of the Option that is not forfeited pursuant to
Section 4(a) above shall continue to vest and remain exercisable in
the same manner and to the same extent as if the Optionee had
continued his service on the Board, (b) if the termination of service
is due to death or disability, the outstanding portion of the Option
that is not forfeited pursuant to Section 4(a) above shall become
fully vested on such date and shall continue to be exercisable until
the earlier of the first anniversary of the date of the Optionee's
death or disability, or the date the Option expires by its terms, and
(c) if the termination of service is for any reason other than death
or disability, the Option shall expire on the date of such termination
of service, and no portion shall be exercisable after the date of such
termination.
For purposes of this Section 5, (i) "disability" means (as
determined by the Committee in its sole discretion) the inability of
the Optionee to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which is
expected to result in death or disability or which has lasted or can
be expected to last for a continuous period of not less than 12
months, and (ii) retirement means retirement in accordance with the
Company's retirement policy for Directors.
The foregoing provisions of this Section 5 shall be subject to
the provisions of any written employment security agreement or
severance agreement that has been or may be executed by the Optionee
and the Company, and the provisions in such employment security
agreement or severance agreement concerning exercise of an Option
shall supercede any inconsistent or contrary provisions of this
Section 4.
6. OPTION NOT TRANSFERABLE. The Option may be exercised only
by the Optionee during his lifetime and may not be transferred other
than by will or the applicable laws of descent or distribution or
pursuant to a qualified domestic relations order. The Option shall not
otherwise be assigned, transferred, or pledged for any purpose
whatsoever and is not subject, in whole or in part, to attachment,
execution or levy of any kind. Any attempted assignment, transfer,
pledge, or encumbrance of the Option, other than in accordance with
its terms, shall be void and of no effect.
7. SURRENDER OF OR CHANGES TO AGREEMENT. In the event the
Option shall be exercised in whole, this Agreement shall be
surrendered to the Company for cancellation. In the event this Option
shall be exercised in part or a change in the number of designation of
the shares of Common Stock shall be made, this Agreement shall be
delivered by the Optionee to the Company for the purpose of making
appropriate notation thereon, or of otherwise reflecting, in such
manner as the Company shall determine, the change in the number or
designation of such shares.
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8. ADMINISTRATION. The Option shall be exercised in accordance
with such administrative regulations as the Organizational Development
and Compensation Committee of the Board of Directors of the Company
(the "Committee") shall from time to time adopt.
9. GOVERNING LAW. This Agreement, and the Option, shall be
construed, administered and governed in all respects under and by the
laws of the State of Delaware.
IN WITNESS WHEREOF, this Agreement is executed by the Company this
____ day of November, 2005, effective as of the 9th day of November,
2005.
NEWELL RUBBERMAID INC.
By: _____________________________
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