Exhibit 10.8
The 1995 Corporate Sharing Plan was adopted by the Board of Directors of E.
I. du Pont de Nemours and Company on January 25, 1995.
E. I. DU PONT DE NEMOURS AND COMPANY
1995 CORPORATE SHARING PLAN
I. PURPOSE
The purpose of this 1995 Corporate Sharing Plan (the "Plan") is to offer
employees a favorable opportunity to share in the success of E. I. du Pont de
Nemours and Company (the "Company") through stock options, thereby giving them a
stake in the growth and prosperity of the Company and benefiting the Company.
II. FORM OF GRANTS
Grants under this Plan will be in the form of nonqualified stock options
to purchase shares of the Company's common stock.
III. LIMITATIONS ON GRANTS
1. The aggregate number of shares of the Company's stock which may be made
subject to stock options granted under this plan shall not exceed
12,000,000. The limitations set forth above shall be subject to
adjustment as provided in Article XII hereof.
2. No grants may be made under this Plan after December 31, 1995.
IV. ADMINISTRATION
1. Except as otherwise specifically provided, the Plan shall be
administered by the Compensation and Benefits Committee of the Company's
Board of Directors.
2. The Compensation and Benefits Committee is authorized, subject to the
provisions of the Plan, from time to time to establish such rules and
regulations as it deems appropriate for the proper administration of the
Plan, and to make such determinations and take such steps in connection
therewith as it deems necessary or advisable, including amending the
Terms and Conditions.
3. The decision of the Compensation and Benefits Committee with respect to
any questions arising as to interpretation of this Plan, including the
severability of any or all of the provisions thereof, shall be final,
conclusive and binding.
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Exhibit 10.8
4. Nothing in this Plan shall be deemed to give any employee, or any
employee's legal representatives or assigns, any right to participate in
the Plan except to such extent, if any, as the Compensation and Benefits
Committee may have determined or approved pursuant to the provisions of
this Plan.
V. ELIGIBILITY FOR GRANTS
1. Grants under this Plan may be made to employees of the Company a
determined by the Board of Directors.
2. The term "employee" may include an employee of a corporation or other
business entity in which this Company shall directly or indirectly own
fifty percent or more of the outstanding voting stock or other ownership
interest (the term "sharing plan company" as used in this Plan shall
mean a business entity whose employees are eligible for grants under
this Plan), but shall exclude any director who is not also an officer or
a full-time employee of a sharing plan company. The term "optionee" as
used in this Plan means an employee to whom a stock option award has
been granted under this Plan or, where appropriate, his or her successor
in interest upon death.
VI. GRANTS
1. Any grant made to an employee shall be made by the Board of Directors
which shall take final action on any such grant.
2. Grants may be made at any time under this Plan and in the form provided
in Article II hereof.
3. The date on which a grant shall be deemed to have been made under this
Plan shall be the date of the Board of Directors authorization of the
grant or such later date as may be determined by the Board of Directors
at the time the grant is authorized. Each optionee shall be advised in
writing by the Company of a grant and the terms and conditions thereof,
which terms and conditions, as the Board of Directors from time to time
shall determine, shall not be inconsistent with the provisions of this
Plan.
VII. GRANT PRICE
The price per share of the Company's common stock which may be purchased
upon exercise of a stock option granted under this Plan shall be determined by
the Board of Directors, but shall in no event be less than the fair market value
of such share on the date
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Exhibit 10.8
the stock option is granted, and in no event less than the par value thereof.
For purposes of the grant price, fair market value shall be the average of the
high and low prices of the Company's common stock as reported on the "NYSE-
Composite Transactions Tape" on the date of grant of a stock option, or if no
sales of such stock were reported on said Tape on such date, the average of the
high and low prices of such stock on the next preceding day on which sales were
reported on said Tape. Such price shall be subject to adjustment as provided in
Article XII hereof.
VIII. OPTION TERM
The term of each stock option granted under this Plan shall be for such
period as the Board of Directors shall determine, but not for more than ten
years from date of grant.
IX. EXERCISE OF OPTIONS
1. Subject to the provisions of this Plan, each stock option granted
hereunder shall be exercisable on such date or dates and during such
period and for such number of shares as the Board of Directors may
determine. However, in no event shall a stock option be exercisable
prior to six months from date of grant. The Board of Directors may fix
from time to time a minimum number of shares which must be purchased at
the time a stock option is exercised.
2. An optionee electing to exercise a stock option shall at the time of
exercise pay the Company the full purchase price of the shares he or she
has elected to purchase. Payment of the purchase price shall be made in
cash. With respect to shares of the Company's common stock to be
delivered upon exercise of a stock option, the Compensation and Benefits
Committee shall periodically determine whether, and to what extent, such
stock shall be in the form of new common stock issued for such purposes,
or common stock acquired by the Company.
X. NONTRANSFERABILITY OF GRANTS
During an optionee's lifetime no stock option granted under this Plan
shall be transferable and stock options may be exercised only by the optionee.
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Exhibit 10.8
XI. TERMINATION OF EMPLOYMENT
The Board of Directors shall determine the rules relating to rights
under stock options upon termination of employment.
XII. ADJUSTMENTS
1. In the event of any stock dividend, split-up, reclassification or other
analogous change in capitalization, the Compensation and Benefits
Committee shall make such adjustments, in the light of the change, as it
deems to be equitable, both to the optionees and to the Company, in -
(a) the number of shares and prices per share applicable to outstanding
stock options,
(b) the aggregate limitation set forth in Article III with respect to
the number of shares which may be made subject to options.
Furthermore, in the event of a distribution to common stockholders other
than interim or year-end dividends declared as such by the Board of
Directors, the Compensation and Benefits Committee shall make such
adjustments, in the light of the distribution, as it deems to be
equitable, both to the optionees and to the Company, in respect of the
items descried in (a) above.
2. Any fractional shares resulting from adjustments made pursuant to this
Article shall be eliminated.
XIII. AMENDMENTS
The Company reserves the right to change this Plan in its discretion by
action of the Compensation and Benefits Committee or discontinue this Plan in
its discretion by action of the Board of Directors.
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