Exhibit 10.2
FIRST
AMENDMENT
TO THE
FORTUNE BRANDS, INC.
2007
LONG-TERM INCENTIVE
PLAN
WHEREAS, Fortune Brands, Inc.
(“Fortune”) maintains the Fortune Brands, Inc. 2007
Long-Term Incentive Plan (the “Plan”); and
WHEREAS, Fortune considers it
necessary and desirable to amend the Plan to comply with the
requirements under Section 409A of the Internal Revenue Code
of 1986, as amended, and make such other clarifications in the Plan
as are considered desirable.
NOW, THEREFORE, by virtue and in
exercise of the power reserved to the Board of Directors of Fortune
by Section 13 of the Plan, the Plan be and is hereby amended,
effective as of January 1, 2008, in the following
particulars:
1. By adding the following sentence
at the end of Section 12(c) of the Plan:
“For avoidance of doubt,
Section 12(b)(i) of the Plan – and not this
Section 12(c) – shall govern the vesting of Options and
Rights in the event of a Change in Control.”
2. By adding the following new
Section 18 immediately following Section 17 of the
Plan:
“18. Deferrals and
Section 409A
(a) Purpose . To the extent
an Award provided under the Plan would constitute a deferred
compensation arrangement under Section 409A, this
Section 18 shall apply.
(b) Timing of Deferral
Elections . An Award that is subject to Section 409A must
designate the time and form of payment pursuant to such rules and
procedures as the Committee may establish. If the Committee, in its
discretion, allows the Participant to designate either the time or
form of payment, such designation shall be made no later than such
the dates provided below:
(i) A Participant may make a
designation with respect to an Award (or compensation giving rise
thereto) at any time in any calendar year preceding the year in
which services giving rise to such compensation or Award are
rendered.
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(ii) In the case of the first year
in which a Participant becomes eligible to receive an Award under
the Plan, the Participant may make a designation within 30 days
after the date the Participant becomes eligible to participate in
the Plan; provided, that such election may apply only with respect
to the portion of the Award or compensation attributable to
services to be performed subsequent to the election.
(iii) Where the grant of an Award or
payment of compensation, or the applicable vesting, is conditioned
upon the satisfaction of pre-established organizational or
individual performance criteria relating to a performance period of
at least 12 consecutive months in which the Participant performs
servic
