EXHIBIT 10.11
FORM OF PROMISSORY NOTE
between Tupperware and various executives
$___________ [Date]
FOR VALUE RECEIVED, ________[Name]__________________
(the "Maker") promises to pay to the order of Dart Industries
Inc., a Delaware corporation (which together with any successor,
assignee or endorsee is hereinafter referred to as the "Holder"),
at its office at 14901 South Orange Blossom Trail, Orlando,
Florida 32837, or at such other place as the Holder may
designate in writing, in lawful money of the United States of
America, the principal sum of _________ and No/100 Dollars
($______), together with interest on the principal amount of this
Note as described below and in accordance with the following
terms and provisions:
1. Interest Rate. Interest will accrue on the
outstanding principal balance of this Note at the rate of 5.96%
per annum, compounded quarterly as provided below.
2. Interest Payments. Accrued interest will be
calculated quarterly in arrears on the ____day of each February,
May, August and November after the date hereof, commencing on
___________, _____, and such accrued interest will be added to the
outstanding principal balance of this Note. All determinations
of interest under this Note will be calculated for actual days
elapsed on the basis of a year of 365 or 366 days, as applicable.
Cash dividends payable to the Maker on the Tupperware Corporation
("Tupperware") common stock pledged by the Maker pursuant to the
Pledge Agreement referred to below shall be applied on the date
such dividends are paid to the Associated Interest (as defined
below) with respect to each of the principal installments
described in Section 3 below in proportion to the original
principal amount included in each such installment, taking into
account all payments prior to such date.
3. Principal Payments. For so long as the Maker
remains on the active payroll of Tupperware or any of its
wholly-owned subsidiaries (collectively, the "Company"), payment
of the principal of this Note will be made in three installments
on the fifth, sixth and eighth anniversaries of the date of this
Note. Twenty-five percent (25%) of the original principal balance
of this Note will be due and payable on each of the fifth and sixth
anniversaries of the date hereof, together in each case with all
accrued and unpaid interest on such portion of the original
principal balance of this Note, including any such interest that
was added to the original principal balance of this Note in
accordance with Section 2 above (the "Associated Interest"). On
the eighth anniversary of the date of this Note, the entire
remaining outstanding principal balance together with all accrued
and unpaid interest will be due and payable. Notwithstanding the
foregoing, in the event of (a) death or disability of the Maker,
the outstanding principal balance of this Note and all accrued
and unpaid interest hereunder will be due and payable on the
earlier of the repayment schedule set forth above or three years
after the date of death or disability, (b) retirement of the
Maker at age 55 or older with at least ten years of service with
the Company or its predecessors, the outstanding principal
balance of this Note and all accrued and unpaid interest
hereunder will be due and payable on the earlier of the repayment
schedule set forth above or two years after the date of
retirement, and (c) retirement of the Maker after age 60 with at
least fifteen years of service with the Company or its
predecessors, the outstanding principal balance of this Note and
all accrued and unpaid interest hereunder will be due and payable
on the earlier of the repayment schedule set forth above or six
years after the date of retirement.
4. Security and Purpose of Loan. The Maker's payment
and performance of all the terms and conditions of this Note are
secured by a stock pledge agreement of even date herewith
executed by the Maker and the Holder (the "Pledge Agreement").
The loan evidenced by this Note is made to assist the Maker in
satisfying the terms and conditions of the Company's Management
Stock Purchase Plan (the "Plan"). The Maker will use all
proceeds of the loan to purchase shares of common stock of
Tupperware pursuant to the Plan and for no other purpose.
5. Disbursement of Proceeds. Maker hereby authorizes
and directs Holder to disburse all proceeds of the Loan evidenced
by this Note directly to Tupperware, or to such account as
Tupperware may direct, for application solely to the purchase
price for common stock to be acquired from Tupperware pursuant to
the Plan. Disbursement when so made shall constitute value given
to the Maker in an amount equal to the initial principal sum of
this Note.
6. Prepayment. This Note may be prepaid in whole or
in part at any time without penalty. Voluntary prepayments shall
be applied first to Associated Interest and then to principal of
the installment payments required under this Note in the order of
their maturities.
7. Default and Accelerated Maturity. If any amount
under this Note or under the Pledge Agreement is not paid when
due and such default continues for five (5) days thereafter, the
entire principal balance of this Note and all accrued interest
thereon will become immediately due and payable. If any
covenant, term, condition or other provision in this Note or in
the Pledge Agreement is not performed, fulfilled, satisfied or
met as promised or required, and such failure does not constitute
a monetary default triggering acceleration under the preceding
sentence, then the Holder will notify the Maker of the default.
If the default is not fully rectified and cured within fifteen
(15) days after the date of the notice, the entire principal
balance of this Note and all accrued interest thereon will
become immediately due and payable.
Without limiting the generality of the foregoing, the
entire outstanding principal balance of this Note, together with
all accrued and unpaid interest thereon, will become immediately
due and payable without notice on the following dates:
(a) the date of any voluntary or involuntary
termination of the Maker's employment with the Company, except
as otherwise provided in Section 3 above; and
(b) the date on which a bankruptcy or insolvency
proceeding is initiated by or against the Maker or the Maker
makes an assignment for the benefit of creditors.
8. Right of Setoff. The Maker expressly agrees that,
if a default or accelerated maturity occurs pursuant to Section 7
of this Note, the Holder has a right of setoff to satisfy the
debt evidenced by this Note. The right of set-off will entitle
the Holder (a) to withhold any payments owing from the Company to
the Maker, including but not limited to salary and bonus payments,
pension and retirement benefits, and expense reimbursements, and
(b) to draw upon any account maintained by the Company or its
agent for the benefit of the Maker or in the Maker's name. The
Holder will provide written notice to the Maker prior to
exercising this right of setoff.
9. Late Charge. The Maker will pay to the Holder a
late charge equal to five percent (5%) of any amount due under
this Note but not received by the Holder within fifteen (15) days
after the due date. The Maker agrees that the late charge will
be collected not as a penalty, but as compensation to the Holder
for the costs of collecting the late payment. This provision
will not be construed to extend the due date for any amount
required to be paid under this Note. The Holder will have no
obligation to accept any late payment not accompanied by the
required late charge.
10. Waiver, Extensions. Presentment, demand, notice
of dishonor, the homestead exemption, and all other exemptions
provided the Maker are waived. No delay, failure or omission by
the Holder in exercising any of its rights hereunder or at law or
in equity (including, without limitation, the right of
acceleration) will be construed as a novation of this Note or
will operate as a waiver or prevent the subsequent exercise of
any or all of such rights. Acceptance by the Holder of any sum
payable under this Note, whether before, on or after the due date
of such payment, will not be a waiver of the Holder's right to
require prompt payment when due of all other sums payable under
this Note or to exercise any of the Holder's rights, powers or
remedies under this Note. No extension of the time for any
payment under this Note will operate to release, discharge,
modify, or otherwise affect the liability of the Maker unless the
Holder agrees in writing.
11. Collection Costs, Documentary Stamp Tax and Other
Expenses. The Maker will pay all costs, fees and expenses
(including court costs and attorneys' fees) incurred by the Holder
in collecting or attempting to collect any amount that becomes due
under this Note or in seeking legal advice with respect to a
default under this Note. In addition, the Maker will pay all
costs and expenses arising out of the execution and delivery of
this Note,including but not limited to all documentary stamp
taxes and other taxes that may be charged or imposed by local,
state or federal governments.
12. Governing Law; Usury. This Agreement will be
governed by Florida law. It is the intention of the Maker and
the Holder to comply with the usury laws of the United States
and the State of Florida. Accordingly, it is agreed that,
notwithstanding any provision in this Note to the contrary, this
Note will not require the payment of, or permit the collection
of, interest in excess of the maximum permitted by law.
13. Notices. All notices, requests, demands and other
communications with respect to this Note will be in writing and
will be delivered by hand, by telecopy, sent prepaid by air
courier or sent by the United States mail, certified, postage
prepaid, return receipt requested, at the addresses designated
below:
If to Holder: Dart Industries Inc.
14901 South Orange Blossom Trail
Orlando, Florida 32837
Attn: Vice President and Secretary
Fax: 407-826-4505
If to Maker: _____________________
_____________________
_____________________
_____________________
Any notice, request, demand or other communication delivered or
sent in such manner will be deemed given or made when actually
received by the intended recipient. Rejection or other refusal
to accept, or the inability to deliver because of a changed
address of which no notice was given, will be deemed to be
receipt of the notice, request, demand or other communication
sent. The Maker or the Holder may change its address by
notifying the other party of the new address in any manner
permitted by this section.
14. Amendments Only in Writing. This Note or any
provision hereof may be waived, changed, modified or discharged
only by an agreement in writing signed by the Maker and the
Holder.
15. Time of Essence. TIME IS OF THE ESSENCE with
respect to the performance by the Maker of each of its
obligations hereunder.
IN WITNESS WHEREOF, the Maker has duly executed this
Note.
_______________________________
Name:
_______________________________