WM. WRIGLEY JR. COMPANY STOCK OPTION PROGRAMEquity Incentive Plan Agreement |
|
|
You are currently viewing: This Equity Incentive Plan Agreement involves
Wm Wrigley Jr Company 1997 Management. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Equity Incentive Plan Agreement by:
EXHIBIT 10(h)
WM. WRIGLEY JR. COMPANY
STOCK OPTION PROGRAM
Incorporated into the Wm. Wrigley Jr. Company
1997 Amended Management Incentive Plan, as amended March 9, 2004
The purpose of these General Provisions (the “General Provisions”) is to set forth certain provisions which shall be deemed a part of, and to govern, options to purchase shares of the Common Stock, without par value (the “Common Stock”), of Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), granted by the Company on or after March 4, 1997 under the provisions of the Wm. Wrigley Jr. Company 1997 Management Incentive Plan, as amended (the “Plan”), unless otherwise provided in the Option Agreement (as hereinafter defined) evidencing any such option or options.
1. Form of Stock Option Grant. Each stock option (“Option”) shall be in writing (an “Option Agreement”) and shall specify (i) the name of the recipient of the Option (the “Optionee”), (ii) the number of shares of Common Stock subject to such Option, and (iii) the terms applicable to the exercise of such Option, including the exercise price, any restrictions applicable to such exercise and the expiration date (the “Expiration Date”) for such exercise.
2. Time and Manner of Exercise.
2.1. Exercise of Option. (a) Except as otherwise provided herein, an Option shall become exercisable as in the Option Agreement.
(b) If an Optionee’s employment by the Company terminates by reason of Retirement or Disability, then after the date of such Retirement or Disability, such Optionee’s Option shall, notwithstanding Section 2.1 (a) hereof, continue to vest and become exercisable pursuant to the terms and conditions of the Option as set forth in the Option Agreement with respect to any Options remaining subject to such Option as of such date and may be exercised by such Optionee or his or her Legal Representative or Permitted Transferees, as the case may be, until the Expiration Date.
(c) If an Optionee’s employment by the Company terminates by reason of the Optionee’s death, then the Option may be exercised by such Optionee’s Legal Representative or Permitted Transferees, as the case may be, until 11:59 p.m. (Chicago time) on the first anniversary of the date of death.
(d) If an Optionee’s employment is terminated by the Company either for cause or by voluntary action of such Optionee (other than Retirement), such Optionee’s Option shall expire on the effective date of such termination of employment and shall not thereafter be exercisable.
- 1 -
2.2. Method of Exercise. Subject to the limitations set forth in the Option Agreement and this Program, the Optionee may exercise an Option:
(a) by giving written notice to the Company or its designated representative specifying the number of whole shares of Common Stock to be purchased and accompanied by payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) (1) in cash, (2) by delivery of previously owned whole shares of Common Stock (which such Optionee has held for at least six months prior to the delivery of such shares or which such Optionee purchased on the open market and for which such Optionee has good title, free and clear of all liens and encumbrances) having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to such Option by reason of such exercise, (3) in cash by a broker-dealer acceptable to the Company to whom such Optionee has submitted an irrevocable notice of exercise or (4) a combination of (l) and (2), and
(b) by executing such documents as the Company may reasonably request.
The Company shall have sole discretion to disapprove of an election pursuant to any of subclauses (2) through (4) of clause (a) of this Section 2.2. Any fraction of a share of Common Stock, which would be required to pay such purchase price, shall be disregarded and the remaining amount due shall be paid in cash by the Optionee. No certificate representing a share of Common Stock shall be delivered until the full purchase price therefor has been paid.
2.3. Termination of Option. (a) In no event may an Option be exercised after it terminates as set forth in this Section 2.3. An Option shall terminate, to the extent not exercised pursuant to Section 2.2 or earlier terminated pursuant to Section 2.1, on the Expiration Date stated in the Option Agreement.
3. Additional Terms and Conditions of Options.
3.1 Limited Transferability of Options. Except as may otherwise be permitted by the Plan or authorized in accordance with the terms of the Plan, an Option may be transferred by the Optionee (1) by will, (2) the laws of descent and distribution, (3) pursuant to beneficiary designation procedures approved by the Company, or (4) pursuant to a distribution duly ordered by a court of competent jurisdiction in connection with a divorce or dissolution proceeding. Except to the extent permitted by the foregoing sentence, during the Optionee’s lifetime such Optionee’s Option is exercisable only by the Optionee, his or her Legal Representative or proper transferee. Except to the extent permitted by the foregoing, an Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt so to sell, transfer,
- 2 -
assign, pledge, hypothecate, encumber or otherwise dispose of an Option, such Option and all rights thereunder shall immediately become null and void.
3.2. Withholding Taxes. (a) As a condition precedent to the delivery of shares of Common Stock to the Optionee upon exercise of an Option, the Optionee shall, upon request by the Company, pay to the Company or its designated representative in addition to the purchase price of the shares, such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withho
