EXHIBIT 10(e)
STANHOME INC.
WESTFIELD, MASSACHUSETTS
1997 PRESIDENT AND CHIEF EXECUTIVE OFFICER
STOCK OPTION PLAN
CERTIFICATE OF GRANT OF NON-QUALIFIED
STOCK OPTION
Date of Grant: November 14, 1997
Total Number of Shares: 100,000
Price per Share: $27.3125
To: H. L. Tower
50 Wallace Road
Stony Creek, CT 06405
Dear Bill:
This letter is a certificate formally granting you a Non-qualified
Stock Option with respect to the number of shares of Stanhome Inc. Common
Stock, $0.125 par value each indicated above and subject to the conditions
set forth below. The stock option exercise price will be $27.3125 per
share. Your option will vest in increments of 12,500 shares as of the last
day of each month in which you have served, during any portion thereof, as
the Company's President and Chief Executive Officer beginning with
November, 1997. If you cease serving as the Company's President and Chief
Executive Officer at any time before June 1, 1998, the incremental shares
under this option for those months following such cessation of service in
those capacities will not vest. All unvested increments of shares under
this option at the time of your cessation of service in those capacities
will be forfeited by you and will terminate forthwith.
Your option is not exercisable during the first six (6) months
following the date of grant. After May 14, 1998, your option will become
exercisable as to all shares vested as of that date. The stock option
granted under this certificate is not to be treated as an incentive stock
option under the Internal Revenue Code of 1986, as amended.
You may exercise your right to purchase all or any of the shares
included in any vested increment after May 14, 1998 but, in any event, not
later than November 13, 2007. In order to exercise, you must forward a
completed Stock Option Exercise Order together with payment in full to the
Treasurer, Stanhome Inc., 333 Western Avenue, Westfield, Massachusetts
01085, for the shares which you elect to purchase. You can elect to make
your purchase in cash, Stanhome stock, or a combination of cash and
Stanhome stock. Please be advised that the Company will accept shares
acquired under a Stock Option program of the Company in payment for new
option shares only if the shares tendered have been held by you for a
period of at least six months.
No purchase can be made of fewer than ten shares at any one time. Any
exercise of the option will be effective on the date when payment is
received in the office of the Treasurer, except that no payment will be
accepted which is received after November 13, 2007. You will receive a
stock certificate representing shares for which you have made payment.
Under existing law, the difference between the price paid for any
shares purchased under this option and their market value on the date or
dates the option is exercised will be subject to federal income tax at
ordinary rates, to social security tax, and to the usual withholding
requirements. The payment of all such taxes is of course your personal
responsibility. However, the Company is also responsible for meeting the
withholding requirements and in order to do so will retain the required
number of shares purchased under the option unless you elect to deposit
with it an amount equal to any required withholding.
This option is exercisable during your lifetime only by you and is not
transferable by you. In the event of your death, your legal
representatives may, at any time after May 14, 1998 and before November 13,
2007, pay for and receive any shares which were vested as of the date of
your death. Any attempted transfer or other disposition of the option by
you will be void and will constitute valid grounds for its cancellation by
the Company.
The Compensation and Stock Option Committee of the Board of Directors
will administer this grant in its discretion and pursuant to its
interpretation of the changes in stock section and other provisions of the
Company's 1991 Stock Option Plan, a copy of which is attached for your
convenience, deemed by it to be applicable.
This option will be of no force or effect and no rights will exist
under it after November 13, 2007.
We would appreciate your signing the enclosed acknowledgment
confirming your receipt of this Certificate of Grant and returning it in
the enclosed envelope.
STANHOME INC.
/s/ Bruce H. Wyatt
______________________
Bruce H. Wyatt
Secretary
Enclosures
CONFIRMATION OF RECEIPT
OF
NON-QUALIFIED STOCK OPTION
I hereby acknowledge that I have received my Certificate of Grant of a
Non-qualified Stock Option dated November 14, 1997.
______________________________________
(Signature of Optionee)
Date:__________________________________
Name:_________________________________
(Printed)
Address:_______________________________
STANHOME INC.
1991 Stock Option Plan, as amended
Through December 4, 1996
1. Purpose. The purpose of this 1991 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. None of the Committee
members shall be, during service on the Committee, nor shall have been,
during the one year prior to service on the Committee, granted or awarded
Shares or options to acquire Shares under this Plan or any other plan
maintained by Stanhome or any of Stanhome's affiliates, other than any
grant or award of options or other equity securities of Stanhome pursuant
to Section 9 of the Stanhome Inc. 1991 Stock Option Plan or any other plan
of Stanhome that would not result in such Committee member failing to
qualify as a 'disinterested person' under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, as in force from time to time. Members
of the Committee shall be subject to any additional restrictions necessary
to satisfy the requirements for disinterested administration under Rule
16b-3 of the Securities Exchange Act of 1934, as amended, as in force from
time to time. 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 Internal Revenue
Code of 1986, as amended, ("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 2,000,000 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.
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 one year of
continued employment by the Company or one of its subsidiaries immediately
following the date the option is granted 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.
(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 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 Securities Exchange Act of 1934,
as amended, to surrender to the Company 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 (2) pursuant to a qualified domestic relations order as
defined in Section 414(p) of the Internal Revenue Code of 1986, as amended,
and each option shall be exercisable, during his or her lifetime, only by
the optionee or his or her guardian or legal representative(s), except to
the extent that options granted hereunder are assigned pursuant to a
qualified domestic relations order.
(e) Termination of Options. If the optionee's full-time employment by
the Company or any of its subsidiaries shall terminate for any reason
other than death, his or her options shall terminate immediately upon such
termination of employment, if not sooner terminated pursuant to their
terms, except that, subject to subsection (a) above, any such options
shall be exercisable by the optionee or his or her guardian or legal
representative(s) during the three-year period following any such
termination of employment as to the number of Shares which the optionee
was entitled to purchase on the day preceding such termination and, if
specified in the certificate of grant or other instrument evidencing a
Non- qualified Stock Option, such additional number of Shares which the
optionee would have become entitled to purchase during such three-year
period (including by reason of Section 10 below) if the optionee's
employment had not so terminated, 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. If
the optionee's full-time employment by the Company or any of its
subsidiaries shall terminate by reason of death, his or her options shall
terminate immediately upon such termination of employment, if not sooner
terminated pursuant to their terms, except that, subject to subsection (a)
above, any such options shall be exercisable, as of the time of such
optionee's death, to the extent such options were granted to such optionee
on or prior to the date which is one year prior to the date of such
optionee's death and any such options shall be exercisable during the
two-year period following any such termination of employment by the
optionee's legal representative(s). Cessation of any corporation's
relationship with the Company as a subsidiary shall constitute a
"termination of employment" hereunder as to individuals employed by that
corporation, and options held by such individuals shall be terminated in
accordance with this subsection. For purposes of this subsection, the
meaning of the word "disability" shall be determined under the provisions
of Section 422(c)(7) of the Internal Revenue Code of 1986, as amended, or
any successor provisions thereof.
(f) Fair Market Value. For purposes of this Plan, "Fair Market
Value" shall be the applicable day's closing sales price of the Company's
common stock as reflected on the consolidated tape of the principal
exchange on which such stock is traded, or, if there are no sales on such
date, such price on the most recent trading day prior thereto.
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 1991 through
and including the 1995 annual stockholders' meetings, each Non-employee
Director on that date 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 7,500. 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. Twenty-five percent of the total number of
the Shares subject to an option granted to the Non-employee Director shall
become exercisable on the later of (i) the next February 1 following the
date on which the option was granted or (ii) six months after the date on
which the option was granted and twenty-five percent on February 1 of each
of the next three consecutive calendar years. The right to purchase Shares
with respect to an option which has become exercisable shall be cumulative
during the term of the option. 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, or a period of two
years thereafter in the case of the Non-employee Director's death while
serving as a member of the Board of Directors, provided that only those
options exercisable on the day preceding the date the Non-employee Director
ceases to be a member of the Board of Directors may be exercised during
said applicable period and, provided further, that in no event shall the
option be exercisable more than ten years after the date of grant. All
options that are not exercisable on the day preceding the date the Non-
employee Director ceases to be a member of the Board of Directors shall be
immediately terminated.
(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, 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 Securities Exchange Act of 1934, as
amended ("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 23, 1991 and shall become effective on
April 25, 1991 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, 1991. No option
hereunder shall be granted after January 23, 2001 or the earlier suspension
or termination of the Plan in accordance with its terms. The Plan shall
terminate on January 23, 2001 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 securities laws. 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 Internal Revenue 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.