EXHIBIT 10.2
TUPPERWARE CORPORATION
DIRECTOR STOCK PLAN
(as amended November 12, 1998)
Section 1. Purpose
The purposes of the Plan are to assist the Company in (1)
promoting a greater identity of interests between the Company's
non-employee directors and its shareholders, and (2) attracting
and retaining directors by affording them an opportunity to share
in the future successes of the Company.
Section 2. Definitions
"Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Award" shall mean an award of Common Stock as contemplated
by Section 7 of this Plan.
"Board" shall mean the Board of Directors of the Company.
"Change of Control" shall mean the happening of any of the
following events:
An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Act) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of 20% or more of either (1) the then
outstanding shares of Common Stock (the "Outstanding Company
Common Stock") or (2) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); excluding, however, the following: (1) any
acquisition directly from the Company, other than an acquisition
by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired from the Company,
(2) any acquisition by the Company, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company or (4)
any acquisition by any Person pursuant to a transaction which
complies with clauses (1), (2) and (3) of subsection (iii) of this
definition; or
A change in the composition of the Board such that the
individuals who, as of the Distribution Date of the Plan,
constitute the Board (such Board shall be hereinafter referred to
as the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, for purposes of
this definition, that any individual who becomes a member of the
Board subsequent to such Distribution Date, whose election, or
nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of those individuals who
are members of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual were a member of the
Incumbent Board; but, provided further, that any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Act) or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board shall not be so considered
as a member of the Incumbent Board; or
(iii) The approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another corporation
("Corporate Transaction") or, if consummation of such Corporate
Transaction is subject, at the time of such approval by
stockholders, to the consent of any government or governmental
agency, the obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a Corporate
Transaction pursuant to which (1) all or substantially all of the
individuals and entities who are the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the outstanding shares
of common stock, and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the company
resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the
case may be, (2) no Person (other than the Company, any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or such
corporation resulting from such Corporate Transaction) will
beneficially own, directly or indirectly, 20% or more of,
respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such
corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed with
respect to the Company prior to the Corporate Transaction and (3)
individuals who were members of the Incumbent Board will
constitute at least a majority of the board of directors of the
corporation resulting from such Corporate Transaction; or
(iv) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
"Change of Control Price" means the higher of (i) the highest
reported sales price, regular way, of a share of Common Stock in
any transaction reported on the New York Stock Exchange Composite
Tape or other national exchange on which such shares are listed or
on NASDAQ during the 60-day period prior to and including the date
of a Change of Control or (ii) if the Change of Control is the
result of a tender or exchange offer or a Corporate Transaction,
the highest price per share of Common Stock paid in such tender or
exchange offer or Corporate Transaction; provided, however, that
in the case of a Stock Option which was granted within 240 days of
the Change of Control, then the Change of Control Price for such
Stock Option shall be the Fair Market Value of the Common Stock on
the date such Stock Option is exercised or deemed exercised. To
the extent that the consideration paid in any such transaction
described above consists all or in part of securities or other
noncash consideration, the value of such securities or other
noncash consideration shall be determined in the sole discretion
of the Committee.
"Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and the rules and regulations thereunder.
"Common Stock" shall mean the common stock, $.01 par value, of the
Company.
"Company" shall mean Tupperware Corporation, a Delaware
corporation.
"Distribution Date" shall mean the date determined by the Board of
Directors of Premark International, Inc., a Delaware corporation
("Premark"), on which shall be effected the distribution on a pro
rata basis to the holders of the outstanding shares of common
stock of Premark the shares of Common Stock held by Premark on
such date.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rules and regulations
thereunder.
"Fair Market Value" shall mean, as of any given date, the mean
between the highest and lowest reported sales prices of the Common
Stock on the New York Stock Exchange Composite Tape, or, if not
listed on such exchange, on any other national securities exchange
on which the Common Stock is listed or on NASDAQ, adjusted to the
next higher five cents if such mean is not divisible by five
cents. If there is no regular public trading market for such
Common Stock, the Fair Market Value of the Common Stock shall be
determined by the Committee in good faith.
"Fees" shall mean the annual retainer fee for a Participant in
connection with his or her service on the Board for any fiscal
year of the Company.
"Participant" shall mean each member of the Board who is not an
employee of the Company or any subsidiary of the Company.
"Plan" shall mean the Tupperware Corporation Director Stock Plan.
"Retirement" shall mean the retirement by a Participant from the
Board in accordance with the Company's stated policy on Director
retirement.
"Rules" shall mean the rules promulgated under the Act from time
to time and the interpretations issued by Securities and Exchange
Commission in respect thereof.
"Stock Option" shall mean a non-qualified stock option, which is
further defined as any right to Common Stock which does not
qualify as an "incentive stock option" as defined under the Code.
Section 3. Eligibility
Each member of the Board who is not an employee of the Company or
any subsidiary of the Company shall be eligible to participate in
the Plan.
Section 4. Shares Subject to the Plan
The maximum number of shares of Common Stock which shall be
available for use under the Plan shall be 300,000, subject to
adjustment pursuant to Section 17 hereunder. The shares issued
under the Plan may be authorized and unissued shares or issued
shares heretofore or hereafter acquired and held as treasury
shares or shares purchased on the open market.
Section 5. Duration of Plan
Unless earlier terminated pursuant to Section 11 hereof, this Plan
shall automatically terminate on, and no grants, awards or
elections may be made after, the date of the tenth anniversary of
the approval by stockholders of the Plan pursuant to Section 19
hereof.
Section 6. Administration
The Plan shall be administered by the Board or any committee
thereof so designated by the Board (the "Committee"), which shall
have full authority to construe and interpret the Plan, to
establish, amend and rescind rules and regulations relating to the
Plan, and to take all such actions and make all such
determinations in connection with the Plan as it may deem
necessary or desirable.
Notwithstanding any other provision of the Plan, neither the Board
nor the Committee shall be authorized to exercise any discretion
with respect to the selection of Participants to receive Awards or
Stock Options under the Plan or concerning the amount, timing or
vesting of such Awards or Stock Options under the Plan, and no
amendment or termination of the Plan shall adversely affect the
interest of any Director in Awards or Stock Options previously
granted to the Director without that Director's express written
consent.
Section 7. Initial Awards
Each Participant shall receive a one-time grant of one thousand
(1,000) shares of Common Stock, upon serving his or her initial
three months as a member of the Board.
Section 8. Stock in Lieu of Retainer
Each Participant who, in any year of the Plan, delivers to the
Company written notice of an irrevocable election concerning the
Fees to be earned in the next fiscal year of the Company, may
receive in lieu of cash an amount of shares of Common Stock equal
in value to all or any portion of the Fees (but only increments of
25% or a multiple thereof, and in no event to exceed 100% of the
Fees) as so designated by the Participant in such written notice,
which amount shall be determined by dividing the Fees payable in
each fiscal quarter of the Company by the Fair Market Value of a
share of Common Stock on the last business day of such fiscal
quarter (but if such date is not a day on which the New York Stock
Exchange is open, then on the next preceding day on which the New
York Stock Exchange is open), except that only whole numbers of
shares shall be obtainable pursuant to this Section, and any
remainder Fees which otherwise would have purchased a fractional
share shall be paid in cash. Any such written notice pursuant to
this Section 8 shall remain in effect for subsequent Plan years
unless such Participant delivers a written notice setting forth a
different election with respect to Fees which shall be applied to
future Plan years until further written notice is received by the
Company pursuant to this Section 8.
Section 9. Stock Options
(a) Each Participant who, in any year of the Plan, delivers to
the Company an irrevocable election concerning the Fees to be
earned in the next fiscal year of the Company, may receive in lieu
of all or any portion of the cash Fees (but only increments of 25%
or a multiple thereof) as so designated by the Participant, a
Stock Option for an amount of shares of Common Stock in each
fiscal year of the Company as follows:
Percent of Annual Number of Shares
Retainer Forgone Subject to Option
100% 2,000
75% 1,500
50% 1,000
25% 500
The exercise price of such shares shall be determined as follows
Fair Market Value
Of a Share - 100% of Fee = Exercise Price
Of Common Stock 2,000 Per Share
Fair Market Value
Of a Share - 75% of Fee = Exercise Price
Of Common Stock 1,500 Per Share
Fair Market Value
Of a Share - 50% of Fee = Exercise Price
Of Common Stock 1,000 Per Share
Fair Market Value
Of a Share - 25% of Fee = Exercise Price
Of Common Stock 500 Per Share
In no event, however, shall the exercise price be less than 50% of
the Fair Market Value of a share of Common Stock on the date of
the grant.
In the event that the effect of the foregoing sentence is to limit
the reduction of the exercise price, any portion of the Fees which
are so prevented from reducing the exercise price shall be paid to
the affected Participant, in cash or Common Stock (as elected by a
Participant) in an equitable fashion over the remainder of the
year in which the Fees are earned, as if an election to receive a
Stock Option pursuant to this Section 9 (a) has not been made.
(b) The date of grant of a Stock Option pursuant to this
Section 9 shall be the date of the annual meeting of stockholders
of the Company, provided that such meeting occurs at least six (6)
months and one day after the Participant's election to receive a
Stock Option in lieu of cash Fees; otherwise, the date of grant
shall be six (6) months and one day after the Participant's
election to receive a Stock Option in lieu of cash Fees. If such
day would not be a day on which the New York Stock Exchange is
open, then on the next succeeding day on which the New York Stock
Exchange is open.
(c) A Stock Option granted pursuant to this Section 9 shall
vest and be exercisable on the last day of the fiscal year in
which the Stock Option is granted. In the event that a
Participant is not a member of the Board on the last day of the
fiscal year in which the Stock Option is granted, except in the
case of a Participant's Retirement or termination for cause, such
Participant's Stock Option which has not become vested and
exercisable as of such time shall (i) be reduced to an amount of
shares of Common Stock which reflects the amount of Fees earned as
of the date of termination from service on the Board which amount
shall be determined by multiplying the number of shares of Common
Stock subject to the Stock Option as determined pursuant to
Section 9(a), above, by a fraction, the numerator of which shall
be the number of days of the fiscal year of the Company in which
the Stock Option is granted that the Participant was a member of
the Board and the denominator of which shall be 365, provided,
that any Stock Option for a fractional share of Common Stock shall
be rounded up to the nearest whole number of shares, and (ii)
shall continue to vest. The term of exercisability for a Stock
Option granted under this Section 9 shall be ten (10) years.
(d) The remaining terms and conditions of each such Stock
Option shall be as set forth in this Plan and in the form of Stock
Option Agreement used in connection with this Plan.
Section 10. Transferability
Rights, grants and Awards under the Plan may not be assigned,
transferred, pledged or hypothecated, and shall not be subject to
execution, attachment or similar process. Notwithstanding the
foregoing, any such right, grant or award constituting a
"derivative security" under the Rules shall not be transferable by
a Participant other than by will or by operation of applicable
laws of descent and distribution or pursuant to a domestic
relations order or qualified domestic relations order as such
terms are defined by the Code or ERISA.
Section 11. Amendment
The Board may from time to time make such amendments to the Plan
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that to the extent required to qualify transactions under the Plan
for exemption under Rule 16b-3 promulgated under the Act ("Rule
16b-3") no amendment to the Plan shall be adopted without further
approval by the holders of at least a majority of the shares of
Common Stock present, or represented, and entitled to vote at a
meeting held for such purpose, and provided further, that if and
to the extent required for the Plan to comply with Rule 16b-3, no
amendment to the Plan shall be made more than once in any six-
month period that would change the amount, price or timing of the
grants of Awards or Stock Options hereunder other than to comport
with changes in the Code, ERISA, or the regulations thereunder.
Section 12. Termination
The Plan may be terminated at any time by the Board or by the
approval by the holders of at least a majority of the shares of
Common Stock present, or represented, and entitled to vote at a
meeting held for such purpose.
Section 13. Withholding Taxes
No later than the date as of which an amount first becomes
includible in the gross income of the Participant for Federal
income tax purposes with respect to any Award under the Plan or
with respect to any exercise of any Stock Option granted under the
Plan, the Participant shall pay to the Company, or make
arrangements satisfactory to the company regarding the payment of,
any Federal, state, local or foreign taxes of any kind required by
law to be withheld. Such withholding obligations may be settled
with Common Stock, including Common Stock that is part of the
Award or that is received upon the exercise of the Stock Option
that gives rise to the withholding requirement. The obligations
of the Company under the Plan shall be conditional upon such
payment or arrangements, and the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant. The Company may
establish such procedures as it deems appropriate, including the
making of irrevocable elections or the timing of the use of Common
Stock, for the settlement of its withholding obligations.
Section 14. Effect of Change of Control
Notwithstanding any other provision of the Plan to the contrary,
in the event of a Change of Control, any Stock Options outstanding
and not then exercisable and vested as of the date such Change of
Control is determined to have occurred, shall become fully
exercisable and vested to the full extent of the original grant.
During the 60-day period from and after a Change of Control (the
"Exercise Period"), a Participant who holds an Award or a Stock
Option shall have the right, in lieu (in the case of a Stock
Option) of the payment of the exercise price for the shares of
Common Stock being purchased under the Stock Option, by giving
notice to the Company, to elect (within the Exercise Period) to
surrender all or part of an Award or a Stock Option to the company
and to receive cash, within 30 days of such notice, in an amount
equal to (a) in the case of a Stock Option, the amount by which
the Change of Control Price per share of Common Stock on the date
of such election shall exceed the exercise price per share of
Common Stock under the Stock Option (the "Spread") multiplied by
the number of shares of Common Stock granted under the Stock
Option as to which the right granted under this Section shall have
been exercised, or (b) in the case of an Award, an amount equal to
the Change of Control Price multiplied by the number of shares of
Common Stock granted pursuant to such Award as to which the right
granted under this Section shall have been exercised; provided,
however, that if the Change of Control is within six (6) months of
the date of grant of a particular Award or Stock Option held by a
Participant no such election shall be made by such Participant
with respect to such Award or Stock Option prior to six (6) months
from the date of grant. If the end of such 60-day period from and
after a Change of Control is within six (6) months from the date
of grant of a Stock Option or the date of an Award, such Stock
Option or Award shall be cancelled in exchange for a cash payment
to the Participant, effected on the day which is six (6) months
and one day after the date of grant of such Stock Option or Award,
as the case may be, equal to (a) in the case of a Stock Option,
the Spread multiplied by the number of shares of Common Stock
granted under the Stock Option, or (b) in the case of an Award,
the Change of Control Price multiplied by the number of shares of
Common Stock comprising an outstanding Award.
Section 15. Death, Disability, Termination or Retirement
of Participant
(a) Death While A Director. Notwithstanding any other
provision of the Plan to the contrary, in the event of the death
of a Participant while a member of the Board, any Stock Options
outstanding as of the date of death and not then exercisable shall
become immediately exercisable, and all outstanding Stock Options
held by such Participant shall remain exercisable by the person to
whom the Stock Option is transferred by will or by the laws of
descent and distribution for a period of the lesser of (i) the
remaining term of the Stock Option or (ii) three (3) years after
the date of death.
(b) Disability, Retirement or Other Termination.
Except as otherwise provided by the Plan, in the event of a
Participant's termination of membership on the Board as a result
of the Participant's disability or Retirement or for another
reason other than cause, any Stock Options outstanding as of the
date of such termination and not then exercisable shall (i) be
adjusted in amount to reflect the proportion of Fees earned in the
final year of such Participant's service in such year (in
accordance with the operation of Sections 8 and 9 of this Plan and
in consideration of such Participant's elections for such year),
and (ii) become exercisable on the last day of the Company's then-
current fiscal year. All outstanding Stock Options held by such
Participant shall remain exercisable for the full period
contemplated by the terms of such Stock Options. In the event of
the death of a Participant subsequent to termination of membership
from the Board as a result of circumstances described in this
Section 15(b), any Stock Options outstanding as of the date of
death and not then exercisable shall become immediately
exercisable, and all outstanding Stock Options held by such
Participant shall remain exercisable by the person to whom the
Stock Option is transferred by will or by the laws of descent and
distribution for a period of the lesser of (i) the remaining term
of the Stock Option, or (ii) three (3) years after the date of
death.
Section 16. Effect of Termination for Cause
If a Participant incurs a termination of membership on the Board,
for cause, such Participant's Stock Options which are not then
exercisable shall be automatically cancelled immediately. Unless
otherwise determined by the Board, for purposes of the Plan
"cause" shall mean (i) the conviction of the Participant for
commission of a felony under Federal law or the law in the state
in which such action occurred, or (ii) dishonesty in the course of
fulfilling the Participant's duties as a director.
Section 17. Adjustments Upon Changes in Capitalization
In the event of any change in corporate capitalization, such as a
stock split or a corporate transaction, such as any merger,
consolidation, separation, including a spin off, or other
distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any
partial or complete liquidation of the company, the Committee or
Board may make such substitution or adjustments in the aggregate
number and class of shares reserved for issuance under the Plan,
in the number, kind and option price of shares subject to
outstanding Stock Options, in the number and kind of shares
subject to other outstanding Awards granted under the Plan and/or
such other equitable substitution or adjustments as it may
determine to be appropriate in its sole discretion; provided,
however, that the number of shares subject to any Award shall
always be a whole number.
Section 18. Regulatory Matters
The Plan is intended to be construed so that participation in the
Plan will be exempt from Section 16(b) of the Act, pursuant to
Rule 16b-3 as promulgated thereunder, as may be further amended or
interpreted by the Securities and Exchange Commission. In the
event that any provision of the Plan shall be deemed not to be in
compliance with the Rules in order to enjoy the exemption from the
Act, such provision shall be deemed of no force or effect and the
remaining provisions of the Plan shall remain in effect.
Section 19. Effectiveness of Plan
The Plan shall become effective as of the Distribution Date.
Section 20. Governing Law
To the extent not preempted by Federal law, the Plan, and all
agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.