Exhibit 10.1
THE VALSPAR CORPORATION
1991 STOCK OPTION PLAN
AS AMENDED THROUGH DECEMBER 11, 2002
1. PURPOSES OF THE PLAN
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The purposes of the 1991 Stock Option Plan (the "Plan") are (i) to enhance the
ability of The Valspar Corporation (the "Company") and its subsidiary companies
to attract and retain superior personnel and (ii) to stimulate and reward their
interest and initiative. The Plan is designed to enable key officers and
employees, and certain other key individuals who perform services for the
Company, to contribute to the Company's strategic performance objectives by
making such individuals eligible to receive options to purchase common stock of
the Company as provided herein. Subject to the provisions of the Plan, options
may contain such terms and conditions as shall be required so as to be either
nonqualified stock options or incentive stock options as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). Subject to such
limits as may be imposed by existing or future laws or by the Plan, nonqualified
stock options or incentive stock options or both may be granted to eligible
individuals.
2. STOCK SUBJECT TO THE PLAN
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Shares to be issued under the Plan shall be common stock of the Company (par
value $.50 per share) ("common stock"), not to exceed a maximum of 10,000,000
shares, and may be unissued shares or reacquired shares. If any options granted
under the Plan expire or terminate without having been exercised in full, such
unpurchased shares shall be available for other option grants. If shares of
common stock are delivered as full or partial payment upon exercise of an
option, the number of shares so delivered shall again be available for other
option grants.
3. ADMINISTRATION
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The Plan shall be administered by a committee (the "Committee"), appointed from
time to time by the Company's Board of Directors (the "Board"), consisting of
not less than two members of the Board. Each Committee member shall be (a)
non-employee director within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") or any successor Rule and (b) an
outside director within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended, and the rules and regulations thereunder. Except as
provided below, the Committee shall determine from time to time (i) the
individuals to whom grants will be made; (ii) the number of shares to be
granted; and (iii) the terms and provisions of each option (which need not be
identical). Except as provided below, each grant shall be in such form and
content as the Committee shall determine.
The Committee may from time to time adopt rules for carrying out the Plan and
for its interpretation and construction which rules shall be final, conclusive
and binding on all parties. All determinations of the Committee shall be made by
a majority of the Committee. Any determination reduced to writing and signed by
all members shall be as effective as if it had been made by a majority vote at a
duly constituted meeting.
The Company's Chief Executive Officer may, on a discretionary basis and
without Committee review or approval, grant options to purchase up to 5,000
shares each to new employees of the Company who are not officers of the Company.
Such discretionary option grants shall not exceed 25,000 shares in total in any
fiscal year. Subject to the foregoing limitations, the Chief Executive Office
shall determine from time to time (i) the new employees to whom grants will be
made,
(ii) the number of shares to be granted, and (iii) the terms and provisions of
each option (which need not be identical).
4. ELIGIBILITY
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Options will be granted only to salaried officers and employees of the Company
or of a subsidiary (as defined in Section 425 of the Code) and to any other
individual who performs services for the Company and contributes to its
strategic performance objectives, including, without limitation, members of the
Board of Directors, consultants and advisors ("Optionee"); provided, however,
that a consultant or advisor shall not be eligible to receive stock options
hereunder unless such consultant or advisor renders bona fide services to the
Company or a subsidiary and such services are not in connection with the offer
or sale of securities in a capital-raising transaction.
Notwithstanding any other provisions of the Plan, the maximum number of shares
of Common Stock that may be covered by option grants to a person covered by
Section 162(m) of the Code during any fiscal year shall be 500,000 shares.
5. OPTION PRICE
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The exercise price of each option shall be not less than 100% of the fair market
value of the common stock at the closing price on the day preceding the date
that such option is granted.
6. EXERCISE OF OPTION
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The Committee may prescribe at the time of grant that the option will be
exercisable in full or in installments at any time or from time to time.
Optionee is not required to exercise options in the sequential order that the
options were granted. An option shall be exercised by written notice in a form
designated by the Company accompanied by full payment of the purchase price. All
or part of the purchase price may be paid by surrender (or deemed surrender
through attestation) of previously acquired shares of common stock which has
been owned for more than six months on the date of surrender valued at the fair
market value at the closing price on the day preceding the date of exercise.
Until an option is exercised and the stock certificate issued, the Optionee
shall have no rights as a stockholder with respect to such option.
7. WITHHOLDING OF TAXES
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Upon exercise of an option, the Optionee shall (i) pay cash, (ii) surrender
previously acquired shares of common stock or (iii) authorize the withholding of
shares from the shares issued upon exercise of an option for all taxes required
to be withheld.
8. NON-TRANSFERABILITY
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Except as otherwise provided by the Committee, Options shall not be
transferable, voluntarily or involuntarily, except by will or applicable laws of
descent and distribution. Only the Optionee or Optionee's legal representative
or guardian or a permitted transferee may exercise the option.
9. DILUTION OR OTHER ADJUSTMENTS
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The number of shares subject to the Plan, the outstanding options and the
exercise price may be adjusted by the Committee as it deems equitable in the
event of stock split, stock dividend, recapitalization, reclassification or
similar event to prevent dilution or enhancement of option rights.
10. MERGERS, ACQUISITION OR OTHER REORGANIZATION
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The Committee may make provision, as it deems equitable, for the protection of
Optionees with grants of outstanding options in the event of (a) merger of the
Company into, or the acquisition of substantially all of the stock or assets of
the Company by, another entity; or (b) liquidation; or (c) other reorganization
of the Company.
11. CHANGE OF CONTROL
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Upon any Change of Control, each outstanding option shall immediately become
exercisable in full for the remainder of its term without regard to any vesting
or installment exercise provisions then applicable to the option. This section
applies to all options outstanding under this Plan as of June 16, 1999, as well
as to all options granted under this Plan thereafter. For purposes of this Plan,
the term "Change of Control" means any of the following:
A. Any individual, entity or group becomes a beneficial owner (as defined in
Rule 13d-3 of the Securities Exchange Act of 1934), directly or indirectly,
of 20% or more of the voting stock of the Company;
B. The persons who were directors of the Company immediately prior to any
contested election or series of contested elections, tender offer, exchange
offer, merger, consolidation, other business combinations, or any
combination of the foregoing cease to constitute a majority of the members
of the Board of Directors of the Company immediately following such
occurrence;
C. Any merger, consolidation, reorganization or other business combination
where the individuals or entities who constituted the Company's
shareholders immediately prior to the combination will not immediately
after the combination own at least 50% of the voting securities of the
business resulting from the combination;
D. The sale, lease, exchange or other transfer of all or substantially all the
assets of the Company to any individual, entity or group not affiliated
with the Company;
E. The liquidation or dissolution of the Company; or
F. The occurrence of any other event by which the Company no longer operates
as an independent public company.
12. AMENDMENT OF THE PLAN
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The Plan may be amended, suspended or discontinued in whole or in part at any
time and from time to time by the Board, provided, however, that no amendment to
increase the number of shares with respect to which options may be granted, or
to increase materially the benefits accruing to Optionees, or to materially
modify the requirements as to eligibility, shall be effective without
stockholder approval where the failure to obtain such approval would adversely
affect the compliance of the Plan with Rule 16b-3 under the Exchange Act or
successor rule and with other applicable law, including the Code. No amendment
of the Plan shall adversely affect in a material manner any right of any
Optionee with respect to a prior grant without such Optionee's written consent.
13. DURATION OF THE PLAN
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The Amended Plan shall become effective as of December 11, 2002, subject to
stockholder approval, to increase the total number of shares reserved for
issuance upon exercise of options to be granted under the Plan. Incentive Stock
Options may be granted from time to time during a period of ten (10) years from
the effective date of the Amended Plan. Nonqualified stock options may be
granted from time to time from the effective date until the Plan is discontinued
or terminated by the Board.