Exhibit 10.2
THE VALSPAR CORPORATION
1991 STOCK OPTION PLAN
(as amended through August 21, 2007)
The purposes of the 1991 Stock Option Plan (the
"Plan") are (i) to enhance the ability of The Valspar Corporation
(the "Company") and its subsidiary companies to attract and retain
superior personnel and (ii) to stimulate and reward their interest
and initiative. The Plan is designed to enable key officers and
employees, and certain other key individuals who perform services
for the Company, to contribute to the Company's strategic
performance objectives by making such individuals eligible to
receive options to purchase common stock of the Company as provided
herein. Subject to the provisions of the Plan, options may contain
such terms and conditions as shall be required so as to be either
nonqualified stock options or incentive stock options as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Subject to such limits as may be imposed by existing or
future laws or by the Plan, nonqualified stock options or incentive
stock options or both may be granted to eligible
individuals.
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2.
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STOCK SUBJECT TO THE PLAN
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Shares to be issued under the Plan shall be common
stock of the Company (par value $.50 per share) ("common stock"),
not to exceed a maximum of 25,000,000 shares, and may be unissued
shares or reacquired shares. If any options granted under the Plan
expire or terminate without having been exercised in full, such
unpurchased shares shall be available for other option grants. If
shares of common stock are delivered as full or partial payment
upon exercise of an option, the number of shares so delivered shall
again be available for other option grants.
The Plan shall be administered by a committee (the
"Committee"), appointed from time to time by the Company's Board of
Directors (the "Board"), consisting of not less than two members of
the Board. Each Committee member shall be (a) non-employee director
within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934 (the "Exchange Act") or any successor Rule and (b) an
outside director within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder. Except as provided below, the Committee
shall determine from time to time (i) the individuals to whom
grants will be made; (ii) the number of shares to be granted; and
(iii) the terms and provisions of each option (which need not be
identical). Except as provided below, each grant shall be in such
form and content as the Committee shall determine.
The Committee may from time to time adopt rules for
carrying out the Plan and for its interpretation and construction
which rules shall be final, conclusive and binding on all parties.
All determinations of the Committee shall be made by a majority of
the Committee. Any determination reduced to writing and signed by
all members shall be as effective as if it had been made by a
majority vote at a duly constituted meeting.
The Company’s Chief Executive Officer may, on
a discretionary basis and without Committee review or approval,
grant options to purchase up to 5,000 shares each to new employees
of the Company who are not officers of the Company. Such
discretionary option grants shall not exceed 25,000 shares in total
in any fiscal year. Subject to the foregoing limitations, the Chief
Executive Office shall determine from time to time (i) the new
employees to whom grants will be made, (ii) the number of shares to
be granted, and (iii) the terms and provisions of each option
(which need not be identical).
Options will be granted only to salaried officers
and employees of the Company or of a subsidiary (as defined in
Section 425 of the Code) and to any other individual who performs
services for the Company and contributes to its strategic
performance objectives, including, without limitation, members of
the Board of Directors, consultants and advisors ("Optionee");
provided, however, that a consultant or advisor shall not be
eligible to receive stock options hereunder unless such consultant
or advisor renders bona fide services to the Company or a
subsidiary and such services are not in connect
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