Exhibit 10.4
THE VALSPAR CORPORATION STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(as amended through October 17, 2007)
This plan is known as “The Valspar Corporation
Stock Option Plan for Non-Employee Directors” and is
hereinafter referred to as the “Plan.” The purpose of
the Plan is to promote the interests of The Valspar Corporation, a
Delaware corporation (the “Company”), by enhancing its
ability to attract and retain the services of experienced and
knowledgeable independent directors and by providing additional
incentive for these directors to increase their interest in the
Company’s long-term success and progress.
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Section 2.
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Participation in the Plan.
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Each director of the Company who is not an employee
of the Company or any subsidiary of the Company (a
“Non-Employee Director”) will be eligible to
participate in the Plan.
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Section 3.
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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 1,000,000 shares, and may
be unissued shares or reacquired shares. If 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.
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Section 4.
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Non-Qualified Stock Option Grants.
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a.) For grants
in respect of board service in fiscal year 2000 and prior fiscal
years, each Non-Employee Director serving as a member of the Board
of Directors of the Company on the December 31 immediately
preceding each annual meeting of the stockholders of the Company,
will automatically be granted on the date of such annual meeting a
Non-Qualified Stock Option with a value equal to 50% of the amount
of the current annual retainer and meeting fees paid to
Non-Employee Directors for their service on the Board of Directors
and board committees for the preceding fiscal year. The per share
option exercise price will be equal to 100% of the Fair Market
Value of one share of the Company’s common stock on the date
of grant, as determined by the closing price of the Company’s
common stock on the last business day prior to the annual meeting
date.
b.) For grants
in respect of service in fiscal year 2001, each Non-Employee
Director serving as a member of the Board of Directors of the
Company on October 26, 2001 will automatically be granted, on the
date of the Company’s annual meeting in 2002, a non-qualified
stock option with a value equal to 100% of the annual retainer and
meeting fees paid to Non-Employee Directors for their service on
the Board of Directors and board committees during fiscal year
2001. The per share option price will be equal to 100% of the fair
market value of one share of the Company’s common stock on
the date of grant as determined by the closing price of the
Company’s common stock on the last business day prior to such
annual meeting.
c.) For grants
in respect of service in fiscal years 2002 and 2003, each
Non-Employee Director serving as a member of the Board of Directors
of the Company on the date of the October board meeting in any year
will automatically be granted on the date of such meeting a
non-qualified stock option with a value equal to 100% of the amount
of the current annual retainer and meeting fees paid to
Non-Employee Directors for service on the Board of Directors and
board committees during the current fiscal year. The per share
option exercise price will be equal to 100% of the fair market
value of one share of the Company's common stock on the date of
grant, as determined by the closing price of the Company’s
common stock on the last business day prior to such October board
meeting date. In the event no Board meeting is held in October of
any year, the grant date shall be the last day of the current
fiscal year and the per share option exercise price shall be equal
to 100% of the fair market value of one share of the
Company’s common stock on the last business day preceding
such grant date.
d.) For grants
in respect of service in fiscal year 2004 and subsequent fiscal
years, each Non-Employee Director serving as a member of the Board
of Directors of the Company on the date of the October board
meeting in any year will automatically be granted on the
date
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