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EXHIBIT 10(g)
KMART CORPORATION
1992 Stock Option Plan
1. Purpose. The Kmart Corporation 1992 Stock Option Plan (the "Plan")
is intended as an incentive and to encourage ownership of the Company's Common
Stock (the "Stock") by certain key employees of Kmart Corporation (the
"Company") and its Subsidiaries (corporations of which a majority of the stock
is owned directly or indirectly by the Company and other business entities, a
majority of which is owned directly or indirectly by the Company) in order to
increase their proprietary interest in the Company's success and to assure
their continuation as employees.
2. Administration. The Plan shall be administered by the Compensation
and Incentives Committee (the "Committee") consisting of not less than two
directors of the Company appointed by its Board of Directors. Members of the
Committee shall serve at the pleasure of, and vacancies occurring in the
membership of the Committee shall be filled through appointment by, the Board
of Directors. No person may be a member of the Committee if he or she has been,
within one year prior to his or her appointment to the Committee, or at any
time during his or her service on the Committee, allocated Stock or granted
Stock options or Stock appreciation rights pursuant to the Plan or any other
plan of the Company or any of its Subsidiaries to the extent such allocation or
grant would cause such person to fail to be a "disinterested person" under
subsection (c)(2) of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, as such Rule may be amended from time to time ("Rule 16b-3");
provided, however, that membership on the Committee shall not affect or impair
any rights of a member with respect to any Stock allocated or Stock options or
Stock appreciation rights granted to him or her when he or she was not a member
of the Committee.
The Committee shall keep minutes of its meetings. A majority of the
Committee shall constitute a quorum thereof and the acts of a majority of the
members present at any meeting of the Committee at which a quorum is present,
or acts approved in writing by the entire Committee, shall be the acts of the
Committee.
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The Committee may make such rules and regulations and establish such
procedures for the administration of the Plan as it deems appropriate. The
interpretation and application of the Plan or of any term or condition of an
option granted under the Plan or of any rule, regulation or procedure, and any
other matter relating to or necessary to the administration of the Plan, shall
be determined by the Committee, and any such determination shall be final and
binding upon all persons.
3. Stock. Shares of Stock to be optioned or issued under the Plan may
be either authorized and unissued shares or issued shares which shall have
been reacquired by the Company, provided that the total amount of Stock on
which options may be granted or which may be issued under the Plan shall not
exceed 10,000,000 shares. Such number of shares is subject to adjustment in
accordance with the provisions of Section 6 hereof. No option may be granted
under the Plan to an employee who owns more than five percent of the
outstanding Stock. In the event that any outstanding option or portion thereof
expires or is cancelled, surrendered or terminated for any reason, the shares
of Stock allocable to the unexercised portion of such option may again be
subjected to an option or be issued under the Plan.
4. Award of Options. The Committee may grant options to purchase Stock
to officers and other key employees of the Company or its Subsidiaries,
including directors who are full time employees. The Committee shall have the
discretion, in accordance with the provisions of the Plan, to determine to whom
an option is granted, the number of shares of Stock optioned and the terms and
conditions of the option. In making such determinations, the Committee shall
consider the position and responsibilities of the employee, the nature and
value to the Company of his or her services and accomplishments, his or her
present and potential contribution to the success of the Company, and such
other factors as the Committee may deem relevant.
Each option granted under the Plan shall be designated by the Committee
at the time of grant as either an incentive stock option (an "Incentive"
option) or a non-qualified stock option (a "Non-Qualified" option). An
Incentive option is intended to meet the requirements of Section 422 of the
Internal Revenue Code. The aggregate Fair Market Value (determined at the time
the option
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is granted) of the Stock as to which Icentive options are exercisable for the
first time by the optionee during any calendar year shall not exceed $100,000
(as determined in accordance with the rules set forth in Section 422 of the
Internal Revenue Code).
Options granted under the Plan shall be subject to and governed by the
provisions of the Plan and by the terms and conditions set forth in Section 5
hereof and by such other terms and conditions, not inconsistent with the Plan,
as shall be determined by the Committee.
The date on which an option shall be granted shall be the date that the
optionee, the number of shares of Stock optioned and the terms and conditions
of the option are determined by the Committee, provided, however, that if an
option or any term or condition of an option is rejected or not accepted by an
optionee or if an option is not granted in accordance with the provisions of
the Plan, such option shall be deemed to have not been granted and shall be of
no effect. Each option shall be evidenced by a Stock Option Agreement in such
form as the Committee may from time to time approve.
5. Terms and Conditions of Options.
A. Option Price. In the case of each option granted under the
Plan, the option price shall not be less than the Fair Market Value of the
Stock on the date of grant of such option. (Fair Market Value for purposes of
the Plan shall be deemed to be the mean of the highest price and lowest price
at which the Stock shall have been sold, regular way, on the date in question
or on the next preceding day on which there were such sales of Stock if no such
sales shall have been made on the date in question, as reported on the
Composite Transactions reporting system.)
B. Period of Option and When Exercisable.
(i) An option granted under the Plan may not be
exercised after the earlier of (a) the date specified by the Committee, which
shall be a maximum of ten years from date of grant as to an Incentive option
and a maximum of ten years and two days from date of grant as to a
Non-Qualified option, or (b) the applicable time limit specified in paragraph
(iii) of this Section 5B. Any option not excercised within the aforementioned
time
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periods shall automatically terminate at the expiration of such period.
(ii) An option granted with a maximum exercise period of more
than three years may not be exercised prior to three years from the date of
grant (or such other period as determined by the Committee in its sole
discretion), except that this limitation shall be removed if termination of
employment of the optionee results from death or total and permanent disability
as defined in the Company's Employee Pension Plan, or if termination of
employment of the optionee occurs at or after age 65 and the optionee has ten
or more years of full-time service with the Company or a Subsidiary, or in the
event of a Change of Control of the Company, or if and to the extent the
Committee may so determine in its sole discretion. An option granted with a
maximum exercise period of three years or less is not subject to the limitation
contained in this paragraph (ii) unless otherwise specified by the Committee. A
Change of Control shall be deemed to have occurred if:
(a) the "beneficial ownership" (as defined in Rule 13d-3
under the Exchange Act) of securities representing more than 33% of the
combined voting power of the Company is acquired by any "person" as
defined in sections 13(d) and 14(d) of the Exchange Act (other than the
Company, any trustee of other fiduciary holding securities under an
employee benefit plan or the Company, or any corporation owned,
directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of
the Company, or
(b) the stockholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into another
corporation or to sell or otherwise dispose of all or substantially
all of its assets, or adopt a plan of liquidation, or
(c) during any period of three consecutive years, individuals
who at the beginning of such period were members of the Board cease
for any reason to constitute at least a majority thereof (unless the
election, or the nomination for election by the Company's stockholders,
of each new director
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was approved by a vote of at least a majority of the directors then
still in office who were directors at the beginning of such period).
(iii) An option may be exercised by an optionee only while
such optionee is in the employ of the Company or a Subsidiary or within three
months thereafter, and only if any limitation upon the right to exercise such
option under paragraph (ii) of this Section 5B has been removed or has expired
prior to termination of employment and exercise is not otherwise precluded
hereunder; provided, however, if at the date of termination of employment the
optionee has ten or more years of full-time service with the Company or a
Subsidiary or if termination of employment results from death or total and
permanent disability as defined in the Company's Employee Pension Plan, such
three-month period shall be extended to three years. Employment with a
Subsidiary shall be deemed terminated on the date a former Subsidiary ceases to
be a Subsidiary of the Company.
(iv) In the event of the disability of an optionee, an option
which is otherwise exercisable may be exercised by the optionee's legal
representative or guardian. In the event of the death of an optionee, either
before or after termination of employment, an option which is otherwise
exercisable may be exercised by the person or persons whom the optionee shall
have designated in writing on forms prescribed by and filed with the Committee
("Beneficiaries"), or, if no such designation has been made, by the person or
persons to whom the optionee's rights shall have passed by Will or the laws of
descent and distribution ("Successor(s)"). The Committee may require an
indemnity and/or such evidence or other assurances as it may deem necessary in
connection with an exercise by a legal representative, guardian, Beneficiary or
Successor.
(v) Notwithstanding anything contained herein to the contrary,
all rights with respect to all options of an optionee are subject to the
conditions that the optionee not engage or have engaged (a) in fraud,
dishonesty, conduct in violation of Company policy or similar acts at any time
while in the employ of the Company or a Subsidiary, or (b) in activity directly
or indirectly in competition with any business of the Company or a Subsidiary,
or in other conduct inimical to the best interests of the Company or a
Subsidiary, following
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the optionee's termination of employment. If it is determined by the Committee
or the Committee's designee (which determination of such designee shall be
subject to ratification by the Committee), either before or after termination
of employment of an optionee, that there has been a failure of any such
condition, all options and all rights with respect to all options granted to
such optionee shall immediately terminate and be null and void.
C. Exercise and Payment.
(i) Subject to the provisions of Section 5B, an option may be
exercised by notice (in the form prescribed by the Committee) to the Company
specifying the number of shares to be purchased. Payment for the number of
shares of Stock purchased upon the exercise of an option shall be made in full
at the price provided for in the applicable Stock Option Agreement. Such
purchase price shall be paid by the delivery to the Company of cash (including
check or similar draft) in United States dollars or whole shares of Stock that
have been held by the optionee for at least six months prior to the date the
option is exercised, or a combination thereof. Shares of Stock used in payment
of the purchase price shall be valued at their Fair Market Value as of the date
notice of exercise is received by the Company. Any shares of Stock delivered
to the Company shall be in such form as is acceptable to the Company.
(ii) The Company may defer making payment or delivery of Stock
under the Plan until satisfactory arrangements have been made for the payment
of any tax attributable to exercise of the option. The Committee may, in its
sole discretion, permit an optionee to elect, in such form and at such time as
the Committee may prescribe, to pay all or a portion of all taxes arising in
connection with the exercise of an option by electing to (a) have the Company
withhold whole shares of Stock, or (b) deliver other whole shares of Stock
previously owned by the optionee having a Fair Market Value not greater than
the amount to be withheld; provided, however, that the amount to be withheld
shall not exceed the optionee's estimated total Federal, State and local tax
obligations associated with the transaction.
D. Nontransferability. No option or any rights with respect thereto
shall be subject to any debts or liabilities of an optionee, nor be assignable
or
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transferable except by Will or the laws of descent and distribution, nor be
exercisable during the optionee's lifetime other than by him or her, nor shall
Stock be issued to or in the name of one other than the optionee; provided,
however, that an option may after the death or disability of an optionee be
exercised pursuant to paragraph (iv) of Section 5B; and provided further that
any Stock issued to an optionee hereunder may at the request of the optionee
be issued in the name of the optionee and one other person, as joint tenants
with right of survivorship and not as tenants in common, or in the name of a
trust for the benefit of the optionee or for the benefit of the optionee and
others.
E. Employment. No provision of the Plan, nor any term or condition of
any option, nor any action taken by the Committee, the Company or a Subsidiary
pursuant to the Plan, shall give or be construed as giving an optionee any
right to be retained in the employ of the Company or of any Subsidiary, or
affect or limit in any way the right of the Company or any Subsidiary to
terminate the employment of any optionee.
F. Termination of Option by Optionee. An optionee may at any time
elect, in a written notice filed with the Committee, to terminate a
Non-Qualified option with respect to any number of shares as to which such
option shall not have been exercised.
6. Adjustments. If there is any change in the number or class of
shares of Stock through the declaration of stock dividends, or recapitalization
resulting in stock splits, or combinations or exchanges of such shares or
similar corporate transactions, or if the Committee otherwise determines that,
as a result of a corporate transaction involving a change in the Company's
capitalization, it is appropriate to effect the adjustments described in this
section, the aggregate number or class of shares of Stock on which options may
be granted or which may be issued under the Plan, the number or class of shares
covered by each outstanding option, and the price per share in each option,
shall all be proportionately adjusted by the Committee; provided, however, that
any fractional shares resulting from such adjustment shall be eliminated.
Subject to any required action by stockholders, if a new option is substituted
for the option granted hereunder, or an assumption of the option granted
hereunder is made, by reason of a corporate merg-
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er, consolidation, acquisition of property or stock, separation, reorganization
or liquidation, the option granted hereunder shall pertain to and
apply to the securities to which a holder of the number of shares of Stock
subject to the option would have been entitled.
7. Term of Plan. No Stock option shall be granted under the Plan after
January 20, 2002. Options granted prior thereto, however, may extend beyond such
date and the provisions of the Plan shall continue to apply thereto.
8. Application of Funds. The proceeds received by the Company from
the sale of Stock pursuant to options granted under the Plan will be used for
general corporate purposes.
9. No Obligation to Exercise Option. The granting or acceptance of an
option shall impose no obligation upon the optionee to exercise such an option.
10. Rights as a Stockholder. An optionee shall have no rights as a
stockholder with respect to shares of Stock covered by his or her option until
the date of issuance to him or her of a certificate evidencing such shares of
Stock after the exercise of such option and payment in full of the purchase
price. No adjustment will be made for dividends or other rights for which the
record date is prior to the date such certificate is issued.
11. Amendments. The Board of Directors of the Company may from time to
time alter, amend, suspend or discontinue the Plan; provided, however, that no
amendment which requires stockholder approval in order for the exemptions
available under Rule 16b-3 to be applicable to the Plan shall be effective
unless the same shall be approved by the stockholders of the Company entitled
to vote thereon. Any such amendment may be effective in respect of all past and
future options granted hereunder in sole discretion of the Board of Directors
of the Company.
The Plan, each option under the Plan and the grant and exercise
thereof, and the obligation of the Company to sell and issue shares under the
Plan shall be subject to all applicable laws, rules, regulations and
governmental and stockholder approvals, and the Committee
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may make such amendment or modification thereto as it shall deem necessary to
comply with any such laws, rules and regulations or to obtain any such
approvals.
12. Effectiveness of Plan. The Plan, which was adopted by the
Board of Directors on January 21, 1992, is subject to approval by the
stockholders of the Company on May 27, 1992.
13. Severability. If any provision of the Plan, or any term
or condition of any option granted or Stock Option Agreement or form executed
or to be executed thereunder, or any application thereof to any person or
circumstance is invalid or would result in an Incentive option failing to meet
the requirements of Section 422 of the Internal Revenue Code, such provision,
term, condition or application shall to that extent be void (or, in the
discretion of the Committee, such provision, term or condition may be amended
so as to avoid such invalidity or failure), and shall not affect other
provisions, terms or conditions or applications thereof, and to this extent
such provision, term or condition is severable.
14. Limitation on Size of Grants. Effective as of January 1,
1994, no employee of the Company shall be granted options in any calendar year
which are in excess of 10 percent of the total number of options granted in
such calendar year with respect to all series of Stock. Additionally, no
employee of the Company or its Subsidiaries shall be granted options in any
calendar year with respect to any series of Specialty Retail Stock which are in
excess of 25 percent of the total number of options granted in such calendar
year with respect to such series of Specialty Retail Stock.
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