Exhibit 10.1
NOTICE OF PERFORMANCE STOCK
AWARD
February 23, 2009
Company:
«Company»
Minimum Performance Award (2009 - 2011 Period):
0 Shares*
Target Performance Award (2009 - 2011 Period):
_____ Shares
Maximum Performance Award (2009 - 2011 Period):
_____ Shares**
Date of Grant: February 23, 2009
PERSONAL AND
CONFIDENTIAL
(Name and Address)
Dear (Salutation):
We are pleased to inform you that,
as a key employee of the company referred to above, you have been
granted a performance award by the Compensation and Stock Option
Committee of the Board of Directors under the Fortune Brands, Inc.
2007 Long-Term Incentive Plan (the “Plan”).
The award is granted under and
governed by the Plan and the February 2009 Performance Stock Award
Terms and Conditions (the “Terms”). Your performance
award will be comprised of shares of Common Stock of Fortune
Brands, Inc.
Your award is based on the
achievement by Fortune Brands and its consolidated subsidiaries of
certain performance goals established by the Fortune Brands Board
of Directors Compensation and Stock Option Committee. Goals are set
for each year in the three-year performance period, and are based
on return on invested capital and earnings per share performance.
The target goals for 2009 are set forth in the attached Matrix. The
minimum and maximum goals for 2009 are also set forth in the
attached Matrix.
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*
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Minimum
performance goals for performance period must be exceeded in order
for performance award to be paid.
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**
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Maximum
performance goals for performance period must be met in order for
maximum performance award to be paid.
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For your information, we have attached to this
notice the following documents: (1) the Terms, (2) the
Plan, and (3) the Matrix. You should review these documents
carefully in order to fully understand how your award operates and
your rights as an award recipient.
Under the terms of the Plan, you
do not need to sign and return, or otherwise acknowledge
your receiving, this notice . If you have any questions about your award,
please contact Barb Brisinte, Benefits & Compensation
Analyst, at (847) 484-4212.
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Sincerely yours,
FORTUNE BRANDS, INC.
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Vice President
- Human Resources
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FEBRUARY 2009
PERFORMANCE STOCK
AWARD
TERMS AND
CONDITIONS
You have been granted a performance
stock award under the Fortune Brands, Inc. 2007 Long-Term Incentive
Plan (the “Plan”).
The date of the grant, the minimum
performance award, the target performance award and the maximum
performance award are listed at the top of your Notice of
Performance Stock Award. The average per share targets and the
minimum and maximum average return on invested capital and earnings
per share targets are established by the Fortune Brands Board of
Directors’ Compensation and Stock Option Committee (the
“Committee”) on an annual basis for each year in the
performance period. The 2009 performance targets are set forth in
the Matrix attached to your Notice of Performance Stock Award. You
will be notified in subsequent years of the annual targets for 2010
and 2011.
1. Number of Shares Payable
Pursuant to Award. Subject to the provisions of paragraphs 5
through 13 below, the number of shares of Common Stock of Fortune
Brands, Inc. (“Fortune”) payable to you pursuant to
your award shall be determined as follows:
(a) If the Average Return on
Invested Capital and Cumulative Earnings Per Share (as determined
pursuant to paragraph 2) of Fortune and its consolidated
subsidiaries (the “Company”) for the performance period
equals the minimum goals for each year of the three-year
performance period as established by the Committee, the number of
shares payable to you will be your minimum performance award set
forth on the Notice of Performance Stock Award.
(b) If the Average Return on
Invested Capital and Cumulative Earnings Per Share (as determined
pursuant to paragraph 2) of the Company for each year of the
three-year performance period equals or exceeds the maximum goal
for that performance period as set forth in the attached Matrix,
the number of shares payable to you will be your maximum
performance award set forth on the Notice of Performance Stock
Award.
(c) If the Average Return on
Invested Capital and Cumulative Earnings Per Share (as determined
pursuant to paragraph 2) of the Company for the performance period
exceeds the minimum goals for some or all of the years in the
performance period, but is less than the maximum goals for some or
all of the years in the performance period, the number of shares
payable to you will be interpolated between the goals established
for each year in the performance period.
1
(d) No shares shall be payable for
any performance period if the Average Return on Invested Capital
and Cumulative Earnings Per Share (as determined pursuant to
paragraph 2) for the performance period is less than the minimum
goals for each year within the performance period.
Subject to the provisions of
paragraphs 5 through 13, the shares of Common Stock of Fortune
payable to you pursuant to this performance award with respect to
any performance period shall be paid by Fortune as soon as
practicable after the end of that performance period and after the
Committee certifies attainment of the performance goals.
2. Determination of Net Income,
Return on Invested Capital and Cumulative Earnings Per Share .
“Return on Invested Capital” for any performance period
means Net Income during the performance period divided by average
invested capital for the same period. Net Income, Return on
Invested Capital and Earnings Per Share shall be adjusted to
eliminate non-recurring income or expense items and significant
items not considered in determining the initial performance
measures; such adjustments may include, but are not limited to,
restructuring and restructuring related charges; the impact of
actual foreign exchange rates varying from planned foreign exchange
rates; significant share repurchase activity; significant
nonrecurring income tax credits or charges; and the impact of
significant acquisitions and divestitures of businesses
.
3. Dividend Equivalents .
Subject to the provisions of paragraphs 5, 6, 7, 9, 11, 12 and 13,
with respect to the performance period you shall be paid, on the
date of payment of any shares with respect to the performance
period pursuant to paragraph 1, a cash Dividend Equivalent that is
equal to the amount of the cash dividends that would have been
declared on that number of shares actually paid to you if such
shares had been issued and outstanding on any record date for the
payment of any cash dividends on Common Stock of Fortune during the
performance period and prior to the date of payment of such shares.
Such Dividend Equivalent shall be paid, subject to paragraph 16, on
the date of payment of such shares pursuant to paragraph 1. Payment
of any Dividend Equivalent shall be made by delivery to you of a
check of Fortune in the amount of such Dividend Equivalent or in
such other manner as is determined by the Committee.
4. Transferability of Award .
This performance award shall not be transferable by you otherwise
than by will or by the laws of descent and distribution.
5. Termination of Employment for
Death, Disability, Retirement or Elimination of Position . If
your employment by the Company terminates during any performance
period by reason of your death, disability, retirement under a
retirement plan of the Company (or re
