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EXHIBIT 10.2(b)(2)
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FORM OF NON-QUALIFIED STOCK OPTION AND REPURCHASE AGREEMENT, AS AMENDED
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EKCO GROUP, INC.
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AGREEMENT made as of the [DATE] (the "Grant Date"), between Ekco
Group, Inc. (the "Company"), a Delaware corporation having a principal place of
business in Nashua, New Hampshire, and [NAME AND ADDRESS OF EMPLOYEE], an
employee of the Company (the "Employee");
WHEREAS, the Company desires to grant to the Employee an Option to
purchase shares of its common stock of a par value of $.01 a share (the
"Shares") under and for the purposes of the Company's 1987 Stock Option Plan,
as amended (the "Plan") pursuant to Article XII thereof as a non-qualified
stock option;
WHEREAS, the Company and the Employee understand and agree that any
terms used herein have the same meanings as in the Plan;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
agree as follows:
1. GRANT OF OPTION
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The Company hereby grants to the Employee the right and option to
purchase at one time or from time to time all or any part of an aggregate of
[NUMBER OF SHARES GRANTED] (______) Shares, subject to adjustment as provided in
the Plan, on the terms and conditions and subject to all the limitations set
forth herein and in the Plan, which is incorporated herein by reference. The
Employee acknowledges receipt of a copy of the Plan.
2. PURCHASE PRICE
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The purchase price of the Shares covered by this Option shall be
[PURCHASE PRICE] ($____) per Share, subject to adjustment as provided in the
Plan (the "Purchase Price").
3. EXERCISE OF OPTION
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(a) The Option granted hereby shall be exercisable immediately,
within the term set forth in Section 4 below, subject to the provisions of this
Agreement.
(b) Notwithstanding the provisions of the foregoing Subsection (a)
and except as otherwise provided herein or in the Plan, if the Employee ceases
to be an employee of the Company or of an Affiliate for any reason, then if such
termination occurs:
(i) during the period on or after the Grant Date and
before the date which is twelve months thereafter (the "First
Anniversary Date") and the Employee has theretofore exercised this
Option for any Shares, then the Company may purchase any or all of
those Shares from the Employee at the price paid by the Employee
upon exercise;
(ii) during the period on or after the First Anniversary Date
and before the date which is twelve months thereafter (the "Second
Anniversary Date") and the Employee has theretofore exercised this
Option for more than [ONE THIRD OF THE NUMBER OF SHARES GRANTED]
(___)
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Shares, then the Company may purchase from the Employee up to
that number of Shares equal to the amount by which the number of
Shares purchased by the Employee pursuant to this Option exceeds
[ONE THIRD OF THE NUMBER OF SHARES GRANTED] (____) Shares at the
price paid by the Employee upon exercise; or
(iii) during the period on or after the Second Anniversary Date
and before the date which is twelve months thereafter (the "Third
Anniversary Date") and the Employee has theretofore exercised this
Option for more than [TWO THIRDS OF THE NUMBER OF SHARES GRANTED]
(____) Shares, then the Company may purchase from the Employee up
to that number of Shares equal to the amount by which the number of
Shares purchased by the Employee pursuant to this Option exceeds
[TWO THIRDS OF THE NUMBER OF SHARES GRANTED] (____) Shares at the
price paid by the Employee upon exercise.
Notwithstanding the foregoing, in the event the Employee's
employment shall terminate as a result of death or Disability, the Purchase
Option (as hereinbelow defined) shall cease and terminate.
The right of the Company to purchase Shares pursuant to this
Subsection 3(b) is hereinafter referred to as the "Purchase Option" and such
Shares are hereinafter referred to as the "Purchase Stock."
(c) Notwithstanding the foregoing Subsection (b), but subject to the
other provisions hereof, the Purchase Option shall cease and terminate in the
event of, and immediately upon, a Change of Control that occurs at any time
before the Employee has ceased to be an employee of the Company or of an
Affiliate UNLESS SUCH CHANGE OF CONTROL SHALL HAVE BEEN APPROVED BY A
RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY WITH AT LEAST
TWO-THIRDS (2/3) OF THE THEN SERVING COMPANY DIRECTORS WHO ARE COMPANY
DIRECTORS AS OF THE DATE HEREOF VOTING IN FAVOR. As used herein, a "Change of
Control" shall be deemed to have occurred (i) if any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended [THE "1934 ACT"]), other than the Company or any employee stock plan of
the Company, is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing fifteen percent (15%) or more of
outstanding Shares of the Company; or (ii) ten (10) days following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by any "person" of fifteen percent (15%) or more of the Shares of the
Company, provided, however, that at the conclusion of such ten (10) day period
such person has not discontinued or rescinded his intention to make such a
tender or exchange offer, or (iii) if during any consecutive twelve (12) month
period beginning on or after the date on which this Agreement is executed
individuals who at the beginning of such period were directors of the Company
cease, for any reason, to constitute at least a majority of the Board of
Directors of the Company; or (iv) if a merger of, or consolidation involving,
the Company in which the Company's stock is converted into securities of
another corporation or into cash shall be consummated, or a plan of complete
liquidation of the Company (whether or not in connection with a sale of all or
substantially all of the Company's assets) shall be adopted and consummated, or
substantially all of the Company's operating assets are sold (whether or not a
plan of liquidation shall be adopted or a liquidation occurs), excluding in
each case a transaction solely for the purpose of reincorporating the Company
in a different jurisdiction or recapitalizing the Company's stock.
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4. TERM OF OPTION
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(a) This Option shall terminate ten (10) years and one (1) month from
the Grant Date of this Option, but shall be subject to earlier termination as
provided herein or in the Plan.
(b) If the Employee ceases to be an employee of the Company or of an
Affiliate (for any reason other than death or Disability or termination by the
Employee's employer for cause), then this Option may be exercised (subject to
the provisions herein and in the Plan regarding exercise of the Option) but
only within six (6) months and one (1) day after the date on which the Employee
ceases to be an employee, or within ten (10) years from the granting of this
Option, whichever is earlier, and may not be exercised thereafter. Immediately
upon the Employee's ceasing to be an employee as aforesaid, this Option shall
cease to be exercisable by the Employee as to those Shares, if any, which if
purchased immediately following such termination would be subject to the
Company's Purchase Option.
The provisions of this Subsection (b), and not the provisions of
Subsection (c) and (d) below, shall apply to the Employee if the Employee
subsequently becomes Disabled or dies after the Employee's termination of
employment; however, in the case of the Employee's death which occurs within
the six (6) months and one (1) day following the termination of employment, the
Employee's Survivors may exercise this Option within six (6) months after the
date of the Employee's death, but in no event beyond the originally prescribed
term hereof.
(c) In the event of the Disability of the Employee (as determined by
the 1987 Stock Option Plan Committee of the Company, and as to the fact and
date of which the Employee is notified by that Committee in writing), this
Option shall be exercisable within (1) year after the date of such Disability
or, if earlier, the term originally prescribed by this Agreement.
(d) In the event of the death of the Employee while an employee of the
Company or of an Affiliate, this Option may be exercised only by the Employee's
legal representatives and/or any person or persons who acquired the Employee's
rights to this Option by will or by the laws of descent and distribution.
The Company shall use reasonable efforts to notify the Employee's
legal representative, if known, or his or her next of kin or other persons
likely to know his or her legal representative, promptly after the date of
death of the existence of this Option. Any failure by the Company to give
such notice will not extend the period of time during which this Option may be
exercised or otherwise entitle the holder to any greater rights than stated in
this Agreement or in the Plan. This Option must be exercised, if at all, within
one (1) year after the date of death of the Employee, or, if earlier, within the
originally prescribed term of this Option.
(e) In the event the Employee's employment is terminated by the
Employee's employer for "cause" (as defined in the Plan), the Employee's right
to exercise any unexercised portion of this Option shall cease forthwith, and
this Option shall thereupon terminate.
5. NON-ASSIGNABILITY
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This Option shall not be transferable by the Employee otherwise than
by will or by the laws of descent and distribution and shall be
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exercisable, during the Employee's lifetime, only by the Employee (or
by the Employee's duly appointed legal representative). This Option shall not
be assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of this Option or of any rights granted hereunder contrary to the
provisions of this Section 5, or the levy of any attachment or similar process
upon this Option or such rights, shall be null and void.
6. EXERCISE OF OPTION AND ISSUE OF SHARES
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This Option may be exercised, in whole or in part, at one time
or from time to time (to the extent that it is exercisable in accordance with
its terms) by giving written notice to the Company. Such written notice shall be
signed by the person exercising this Option, shall state the number of Shares
with respect to which this Option is being exercised, shall contain any warranty
required by Section 7 below, and shall otherwise comply with the terms and
conditions of this Agreement and the Plan. Such notice must be received by the
Company within the relevant exercise period specified in Section 4 of this
Agreement. Such notice shall either: (i) be accompanied by payment of the full
purchase price of such Shares, in which event the Company, subject to the
provisions of Section 7, shall deliver a certificate or certificates
representing such Shares as soon as practicable after the notice shall be
received, or (ii) fix a date (not less than five nor more than ten business days
after such notice shall be received by the Company, which date must be within
the relevant exercise period specified in Section 4 of this Agreement) for the
payment of the full purchase price of such Shares against delivery subject to
the provisions of Section 7, of a certificate or certificates representing such
Shares. Payment of such purchase price shall, in either case, be made by check
payable to the order of the Company, or in such other manner as the Committee
shall permit. The certificate or certificates for the Shares as to which this
Option shall have been so exercised shall be registered in the name of the
person or persons so exercising this Option and shall be delivered as provided
above to the person or persons exercising this Option. All Shares that shall be
purchased upon the exercise of this Option as provided herein shall be fully
paid and non-assessable.
The Employee agrees to pay to the Company upon exercise of this
Option that amount which is equal to the amount the Company is required to
withhold as a result of such exercise.
The Company shall pay all original issue taxes with respect to the
issue of the Shares pursuant hereto and all other fees and expenses necessarily
incurred by the Company in connection herewith. Except as specifically set
forth herein, the holder acknowledges that any income or other taxes due from
him or her with respect to this Option or the shares issuable pursuant to this
Option shall be the responsibility of the holder. The holder of this Option
shall have rights as a shareholder only with respect to any Shares covered by
this Option after due exercise of this Option and tender of the full exercise
price for the Shares being purchased pursuant to such exercise. Pursuant to the
Plan, the Company shall make deliver of the Shares against payment of the
Option price therefor.
7. PURCHASE FOR INVESTMENT
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Unless the offering and sale of the Shares to be issued upon the
particular exercise of this Option shall have been effectively registered
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under the Securities Act of 1933, as now in force or hereafter amended,
or any successor legislation (the "Act"), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:
(i) The person(s) who exercise this Option shall warrant to the
Company, at the time of such exercise, that such person(s) are
acquiring such Shares for his or her own account, for investment and
not with a view to, or for sale in connection with, the distribution of
any such Shares, in which event the person(s) acquiring such Shares
shall be bound by the provisions of the following legend which shall in
substantially the following form be endorsed upon the certificate(s)
evidencing the option Shares issued pursuant to such exercise:
"The shares represented by this certificate have been taken
for investment and they may not be sold or otherwise
transferred by any person, including a pledgee, in the absence
of an effective registration statement for the shares under
the Securities Act of 1933 or an opinion of counsel
satisfactory to the Company that an exemption from
registration is then available."
(ii) The Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with
the Act without registration thereunder.
Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until completion of any reasonable action or obtaining of any
consent, which the Company deems reasonably necessary under any applicable law
(including without limitation state securities or "blue sky" laws).
8. RESTRICTIONS ON TRANSFER OF SHARES; DETAILS OF THE PURCHASE OPTION
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(a) Any Shares which are subject to the Purchase Option shall not be
transferred by the Employee except as permitted herein. Until the termination of
this Agreement, the Shares which are subject to the Purchase Option may not be
transferred by the Employee unless and until the transferee agrees, in a form
satisfactory to the Company, to be bound by this Agreement and to sell any
transferred Shares to the Company as herein provided.
(b) In the event the Company shall be entitled to elect to exercise the
Purchase Option, the Company shall be deemed to have made such election with
respect to all Shares which are Purchase Stock, unless it shall have given to
the Employee written notice of its non-election to exercise the Purchase Option,
in whole or in part, within ninety (90) days of the date of the event entitling
the Company to exercise the Purchase Option. If the Company shall have given the
Employee written notice of its election to exercise the Purchase Option in part,
any remaining Shares subject to the Purchase Option hereunder shall thenceforth
no longer be subject to the Purchase Option, except as such notice may otherwise
provide.
(c) In the event the Company shall be entitled to and shall have
determined to elect to exercise the Purchase Option, it shall give to the
Employee a written notice specifying a date for the Closing, which date shall be
not more than ten (10) business days after the giving of such notice. The
Closing shall take place at the Company's principal offices in New Hampshire, or
such other location as the Company may reasonably designate in such notice. If
the Company shall be deemed to have elected to exercise the Purchase Option
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by virtue of the provisions of Subsection (b) above, the Closing will take
place on the tenth business day after the ninety (90) day period described in
Subsection (b) above.
(d) At the Closing, the Employee shall deliver the Purchase Stock being
purchased by the Company against the simultaneous delivery to the Employee of
the purchase price (by certified or bank cashier's check or in such other form
as mutually agreed to) for the number of shares of the Purchase Stock then being
purchased. In the event that the Employee fails so to deliver the shares of
Purchase Stock to be purchased, the Company may elect (a) to establish a
segregated account in the amount of the Purchase Price, such account to be
turned over to the Employee upon delivery of such shares of Purchase Stock, and
(b) immediately to take such action as is appropriate to transfer record title
of such of the Purchase Stock from the Employee to the Company and to treat the
Employee and such shares of the Purchase Stock in all respects as if delivery of
such shares of the Purchase Stock had been made as required by this Agreement.
The Employee hereby irrevocably grants the Company a power of attorney for the
purpose of effectuating the preceding sentence.
(e) If the Company shall pay a stock dividend or declare a stock split
on or with respect to any of the Company's common stock, $.01 par value (the
"Common Stock"), or otherwise distribute securities of the Company to the
holders of its Common Stock, whether before or after the exercise of this
Option, the number of shares of stock or other securities of the Company issued
with respect to the Purchase Stock then subject to the Purchase Option shall be
added to the Purchase Stock then subject to the Purchase Option without any
change in the aggregate purchase price. If the Company shall distribute to its
stockholders shares of stock of another corporation, the shares of stock of such
other corporation distributed with respect to the Purchase Stock then subject to
the Purchase Option shall be added to the Purchase Stock covered by the Purchase
Option without any change in the aggregate purchase price. Without limiting the
generality of the foregoing, the Employee shall be entitled to retain any and
all cash dividends paid by the Company on the Shares.
(f) If the outstanding shares of Common Stock of the Company shall be
subdivided into a greater number of shares or combined into a smaller number of
shares, or in the event of a reclassification of the outstanding shares of
Common Stock of the Company, or if the Company shall be a party to any capital
reorganization, whether before or after the exercise of this Option, there shall
be substituted for the Purchase Stock then covered by the Purchase Option such
amount and kind of securities as are issued in such subdivision, combination,
reclassification, or capital reorganization in respect of the Purchase Stock
subject to the Purchase Option immediately prior thereto, without any change in
the aggregate purchase price.
(g) If the Company shall be completely liquidated, then the Purchase
Option shall cease and terminate as of the date of such liquidation and the
Employee shall hold the Shares free of the Purchase Option.
(h) The Company shall not be required to transfer any Shares on its
books which shall have been sold, assigned or otherwise transferred in violation
of this Agreement, or to treat as owner of such Shares, or to accord the right
to vote as such owner or to pay dividends to, any person or organization to
which any such Shares shall have been sold, assigned or otherwise transferred,
from and after any sale, assignment or transfer of any Shares made in violation
of this Agreement.
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(i) All certificates representing any Shares to be issued to the
Employee pursuant to the exercise of this Option which are subject to the
Purchase Option shall have endorsed thereon a legend substantially as follows:
"The shares represented by this certificate are subject to a Stock
Option and Repurchase Agreement dated as of February 6, 1996 between
the Corporation and [NAME OF EMPLOYEE], a copy of which Agreement is
available for inspection at the principal offices of the Company or
will be made available without charge upon request."
(j) This Agreement shall not restrict the transfer by the Employee of
shares, if any, which are not acquired pursuant to the exercise of this Option
or which are not, or cease to be, subject to the Purchase Option in accordance
with the terms hereof, except as otherwise provided in Section 7 hereof.
9. REGISTRATION RIGHTS
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(a) In the event that the Company has an effective registration
statement covering the sale and resale of securities issued pursuant to the
Plan, then the Employee agrees to sign a waiver in substantially the following
form:
"For so long as a registration statement under the Securities Act of
1933, as amended, is in effect covering the sale and resale of
securities issued pursuant to the 1987 Stock Option Plan of Ekco Group,
Inc. (the "Company"), the undersigned Employee waives his/her rights to
require the Company to file a registration statement pursuant to
Section 9 of the Non-Qualified Stock Option and Repurchase Agreement
dated as of [DATE], between the undersigned Employee and the Company."
(b) The Employee acknowledges that option agreements have been executed
by the Company with [NO. OF EMPLOYEES] (____) other employees of the Company and
its Affiliates and [NO. OF OUTSIDE DIRECTORS] (____) Outside Directors of the
Company and may be executed with other employees and Directors (collectively
"Other Holders"), each containing or to contain a section substantially
identical to this Section 9. Subject to the terms hereinafter set forth, at any
time after the Grant Date, the holder shall have the right, by written notice to
the Company, to require the Company to file and use its best efforts to cause to
become effective a registration statement under the Securities Act of 1933, as
amended (the "Act") on Form X-0, Xxxx X-0 or Form S-3 or other like form, if
available, covering such number of Shares acquired or to be acquired prior to
the effective date of such registration statement, subject to the limitations
that (i) the Company shall be required to file no more than an aggregate of two
(2) registration statements pursuant to such notices and/or pursuant to notices
received from Other Holders, and (ii) if, in the opinion of counsel to the
Company, the holder can then sell, subject to such limitations as to the number
of Shares which may be sold as may be imposed by Rule 144 under the Act or any
successor rule, Shares requested to be included in any such registration
statement, without such registration, the Company need not so register such
Shares. In no event will the Company be required to register Shares which are
subject to the Purchase Option. The Company agrees to promptly notify a holder
in the event that it receives a notice from any of the Other Holders requiring
it to file a registration statement and to permit the holder to require the
Company to include Shares owned by the holder in such registration statement,
subject to the limitations set forth above.
(c) In connection with any registration statement pursuant to this
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Section 9:
(i) the holder will furnish to the Company in writing such appropriate
information as the Company, or the Securities and Exchange Commission
(the "Commission") or any other regulatory authority may request;
(ii) the holder agrees to execute, deliver and/or file with or supply
to the Company, the Commission, any underwriters and/or any state or
other regulatory authority such information, documents,
representations, undertakings and/or agreements necessary to carry out
the provisions of the registration agreements contained in this
Agreement and/or to effect the registration or qualification of the
Shares under the Act and/or any of the laws and regulations of any
state or governmental instrumentality;
(iii) the Company will furnish to the holder of Shares included in the
registration statement such number of copies of such prospectus
(including each preliminary, amended or supplemental prospectus) as the
holder may reasonably request; and
(iv) in the event an offering of securities by the Company is pending,
the Company shall have the right to require that the holder delay any
offering of Shares for a period of ninety (90) days after the effective
date of such pending offering (upon the Company's having first
delivered to the holder the written opinion of its principal
underwriter, or if there be none, then from an officer of the Company
based upon a good faith resolution of the Board of Directors to the
effect that the offering of such Shares will have an adverse effect on
the marketing of such pending offering).
(d) The Company will pay all its out-of-pocket expenses and
disbursements in connection with any registration statement filed under this
Section 9, including, without limitation, printing expenses, fees of the
Company's counsel and auditors, registration fees, Blue Sky fees and similar
costs to the extent permitted by state and regulatory authorities.
(e) The Company will be obligated to keep any registration statement
filed by it under this Section 9 effective under the Act for a period of ninety
(90) days after the actual effective date of such registration statement and to
prepare and file such supplements and amendments necessary to maintain an
effective registration statement for such period. As a condition to the
Company's obligation under this Subsection (e), the holder will execute and
deliver to the Company such written undertakings as the Company and its counsel
may reasonably require in order to assure full compliance with relevant
provisions of the Act.
(f) The Company will use its best efforts to register or qualify the
Shares covered by a registration statement filed pursuant hereto under such
securities or Blue Sky laws in such jurisdictions within the United States as
the holder may reasonably request, provided, however, that the Company reserves
the right, in its sole discretion, not to register or qualify such stock in any
jurisdiction where such stock does not meet with the requirements of such
jurisdiction or where the Company is required to qualify as a foreign
corporation to do business in such jurisdiction and is not so qualified therein
or is required to file any general consent to service of process.
(g) In the event that a holder has not sold all of his or her Shares on
or prior to the expiration of the period specified in Subsection (e) above,
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the holder hereby agrees that the Company may deregister by post-effective
amendment any of his or her Shares covered by the registration statement or
notification but not sold on or prior to such date. The Company agrees that it
will notify the holder of the filing and effective date of such post-effective
amendment.
(h) The holder agrees that upon notification by the Company that the
prospectus in respect to any public offering covered by the provisions hereof is
in need of revision, the holder will immediately upon receipt of such
notification (i) cease to offer or sell any securities of the Company which must
be accompanied by such prospectus; (ii) return to the Company all such
prospectuses in the hands of the holder; and (iii) not offer or sell any
securities of the Company until the holder has been provided with a current
prospectus and the Company has given the holder notification permitting the
holder to resume offers and sales.
10. HOLDING PERIOD APPLICABLE TO PERSONS SUBJECT TO SECTION 16 OF THE
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SECURITIES EXCHANGE ACT OF 1934
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IF THE PARTICIPANT TO WHOM THE OPTION HAS BEEN GRANTED
PURSUANT TO THIS AGREEMENT IS SUBJECT TO SECTION 16 OF THE 1934 ACT, SECTION 16
REQUIRES THAT AT LEAST SIX (6) MONTHS MUST ELAPSE FROM THE DATE OF GRANT OF THE
OPTION TO THE DATE OF DISPOSITION OF THE SHARES.
11. NOTICES
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Any notices required or permitted by the terms of this Agreement
or the Plan shall be given by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
To the Company: Ekco Group, Inc.
00 Xxxx Xxxxx Xxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
Attention: Associate General Counsel
To the Employee: To Employee's last address in the records of the
Company
or to such other address as either party furnishes to the other by like notice.
Any such notice shall be deemed to have been given when mailed in accordance
with the foregoing provisions.
12. GOVERNING LAW
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This Agreement shall be construed and enforced in accordance
with the law of the State of New Hampshire, except to the extent the law of the
State of Delaware may be applicable.
13. BENEFIT OF AGREEMENT
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This Agreement shall be for the benefit of and shall be
binding upon the heirs, executors, administrators, legal representatives and
successors of the parties hereto, subject to the provisions of Section 5 above.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and delivered by its duly authorized officer and its corporate seal
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to be hereunto affixed and the Employee has hereunto set his or her hand and
seal all as of the day and year first above written in duplicate originals.
EKCO GROUP, INC.
[SEAL]
By
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Title
----------------------------
---------------------------------
EMPLOYEE
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EKCO GROUP, INC.
SCHEDULE TO
FORM OF NON-QUALIFIED STOCK OPTION AND REPURCHASE AGREEMENT, AS AMENDED
Each of the following employees and former employees of the Company has
the following Non-Qualified Stock Option and Repurchase Agreements with the
Company which cover the following shares of the Company's Common Stock pursuant
to the Company's 1987 Stock Option Plan which agreements are identical in form
to the foregoing Form of Non-Qualified Stock Option and Repurchase Agreement, as
amended:
No. of
Shares Exercise
Name and Position Grant Date Granted Price
----------------- ---------- ------- --------
Xxxxxx Xxxxx 06/22/88 134,000 $ 2.1250
President & Chief 01/18/90 69,000 $ 2.5625
Executive Officer 01/13/92 77,000 $10.0625
01/19/93 120,000 $11.3125
01/24/94 75,000 $ 7.4375
01/03/95 66,359 $ 6.5000
02/06/98 66,359 $ 5.9375
Xxxxxxx X. Xxxxxxxxx 06/22/88 80,000 $ 2.1250
Executive Vice Presid- 01/18/90 22,000 $ 2.5625
dent, Secretary & 01/03/95 16,491 $ 6.5000
General Counsel 02/06/96 16,491 $ 5.9375
Xxxxxx X. XxXxxxxxxx 07/14/93 30,000 $10.0625
Executive Vice Presi- 01/24/94 20,000 $ 7.4375
dent, Finance & Admi- 01/03/95 24,538 $ 6.5000
nistration, & Chief 02/06/96 24,538 $ 5.9375
Financial Officer
Xxxxx X. XxXxxxxxx 06/22/88 50,000 $ 2.1250
Vice President & 01/18/90 8,500 $ 2.5625
Controller 01/13/92 9,500 $10.0625
01/19/93 10,000 $11.3125
01/24/94 8,500 $ 7.4375
01/03/95 6,992 $ 6.5000
02/06/96 8,401 $ 5.9375
Xxxxxx X. Xxxxx 06/13/95 7,161 $ 6.0625
Vice President, Strate- 02/06/96 12,847 $ 5.9375
gic Planning & Busines
Development
Xxxx X. Xxxxx 02/06/96 9,295 $ 5.9375
Vice President &
Treasurer
Xxxxx X. Xxxxxxx 02/06/96 3,000 $ 5.9375
Associate General
Counsel & Asst.
Secretary
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Xxxx X. Xxxxxx 06/22/88 40,000 $ 2.1250
Former Executive 01/18/90 8,500 $ 2.5625
Officer 01/13/92 9,500 $10.0625
01/19/93 9,000 $11.3125
01/24/94 8,500 $ 7.4375
01/03/95 5,937 $ 6.5000
Xxxxxxx X. Xxxxxx 01/03/95 29,288 $ 6.5000
Former Executive
Officer
Xxxxxx X. Xxx 01/13/92 27,500 $10.0625
Former Executive 01/19/93 60,000 $11.3125
Officer 01/24/94 16,000 $ 7.4375
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