Exhibit 4.2
Form of
Stock Option Agreement
1. OPTION GRANT. Tupperware Corporation, a Delaware
corporation ("Tupperware"), pursuant to the Tupperware
Corporation 1996 Incentive Plan (the "Plan"), a copy of which
is attached, hereby grants to the Optionee as of the Date of
Grant an option to purchase from Tupperware a number of shares
of the common stock of Tupperware, $0.01 par value ("Common
Stock"), at the Option Price, all as specifically indicated
above. The option is exercisable in accordance with the terms
and conditions of this Agreement and the Plan. The Optionee
shall execute and return this Agreement to Tupperware. If
Tupperware determines that any agreement from the Optionee is
appropriate in order to comply with any listing, registration
or other legal requirement, the Optionee shall execute and
deliver such agreement to Tupperware. All determinations and
interpretations made by Tupperware in connection with any
question arising under this Agreement or the Plan are binding
and conclusive upon the Optionee or his or her legal
representative.
2. EXERCISE PERIOD. This option becomes exercisable
as set forth above. Any portion of the option which becomes
exercisable continues to be exercisable, until exercised,
during the Option Term, except as stated below. The Option
Term means the period which begins on the date the Exercise
Rights Begin and ends on the date the Option Term Expires,
except as may be set forth in the Plan in the event of
termination of employment, death or a Change of Control.
3. EXERCISE PROCEDURE. To exercise the option, the
Optionee shall deliver a written notice to Tupperware
specifying the number of shares to be purchased, and include
payment in full, or arrangements satisfactory to Tupperware for
payment in full, of the Option Price for such shares.
Tupperware shall make available to the Optionee a form that may
be used for this purpose. At least five shares must be
purchased at any one time unless fewer than five shares remain
subject to this option. The date of exercise shall be the date
on which such notice and payment, or arrangements satisfactory
to Tupperware for payment, are received by Tupperware.
4. PAYMENT OF THE OPTION PRICE. As provided under
Article 6, Section 6.4 of the Plan, payment of the Option Price
for the number of shares to be purchased shall be made (i) in
cash (including a check, bank draft, money order or wire
transfer), (ii) by delivery or certification to Tupperware of
shares of Common Stock having a fair market value at least
equal to the Option Price for such shares, or (iii) by any
combination of cash and Common Stock.
5. DELIVERY OF CERTIFICATE(S). Upon any exercise of
this option and subject to the payment of tax obligations under
Section 6 of this Agreement, Tupperware shall deliver the
shares purchased in certificate form or, if Tupperware so
permits, in book entry form. The certificate(s) shall be
registered in the name of the Optionee, the Optionee's
transferee, or if the Optionee so requests in writing at the
time of exercise, jointly in the name of the Optionee
and another person with rights of survivorship. If the Optionee
dies, the certificate(s) shall be registered in the name of the
person entitled to exercise this option in accordance with the
Plan.
6. WITHHOLDING TAX. Upon any exercise of this
option, the Optionee or other person entitled to receive shares
of Common Stock pursuant to such exercise will be obligated to
pay to Tupperware the amount of any taxes which Tupperware
determines the Optionee's employer is required to withhold with
respect to such shares. The Optionee may pay this amount in
any of the forms permitted under Section 4 above. Tupperware
reserves the right to retain, or sell without notice, a
sufficient number of such shares to cover the amount required
to be withheld.
7. NOTICES. All notices hereunder to Tupperware
shall be delivered or mailed to the Corporate Secretary of
Tupperware at its headquarters office. All notices hereunder
to the Optionee shall be delivered personally or mailed to the
Optionee's address indicated below, unless the Optionee
notifies Tupperware in writing of a change of address.
8. ASSUMPTION OF RISK. It is expressly understood
and agreed that the Optionee assumes all risks incident to any
change hereafter in applicable laws or regulations, or incident
to any change in the market value of the Common Stock after the
exercise of this option in whole or in part.
THE PARTIES CONFIRM THIS AGREEMENT EFFECTIVE AS OF
THE DATE OF GRANT AND HAVE EXECUTED IT ON 199_.
TUPPERWARE CORPORATION OPTIONEE
[Signature] _____________________________
Signature
_____________________________
Thomas M. Roehlk Street Address
Senior Vice President, _____________________________
General Counsel and City State Zip Code
Secretary _____________________________
Country