The purpose of this 2002 Bicentennial Corporate Sharing Plan (the
Plan) is to offer employees a favorable opportunity to share in the
success of E. I. du Pont de Nemours and Company (the Company)
through stock options, thereby giving them a stake in the growth and
prosperity of the Company and benefiting the Company.
FORM OF GRANTS
Grants under this Plan will be in the form of nonqualified stock
options to purchase shares of the Companys common stock.
LIMITATIONS ON GRANTS
The aggregate number of shares of the Companys stock which may be made subject to
stock options granted under this Plan shall not exceed 18,000,000. The limitations set
forth above shall be subject to adjustment as provided in Article XII hereof.
No grants may be made under this Plan after December 31, 2002.
Except as otherwise specifically provided, the Plan shall be administered by the
Compensation Committee of the Companys Board of Directors.
The Compensation Committee is authorized, subject to the provisions of the Plan, from
time to time to establish such rules and regulations as it deems appropriate for the
proper administration of the Plan, and to make such determinations and take such steps in
connection therewith as it deems necessary or advisable, including amending the Terms and
The decision of the Compensation Committee with respect to any questions arising as
to interpretation of this Plan, including the severability of any or all of the provisions
thereof, shall be final, conclusive and binding.
Nothing in this Plan shall be deemed to give any employee, or any employees legal
representatives or assigns, any right to participate in the Plan except to such extent, if
any, as the Compensation Committee may have determined or approved pursuant to the
provisions of this Plan.
ELIGIBILITY FOR GRANTS
Grants under this Plan may be made to employees of the Company as determined by the
Board of Directors.
The term employee may include an employee of a corporation or other business entity
in which this Company shall directly or indirectly own fifty percent or more of the
outstanding voting stock or other ownership interest (the term sharing plan company as
used in this Plan shall mean a business entity whose employees are eligible for grants
under this Plan), but shall exclude any director who is not also an officer or a full-time
employee of a sharing plan company. The term optionee as used in this Plan means an
employee to whom a stock option award has been granted under this Plan or, where
appropriate, his or her successor in interest upon death.
Any grant made to an employee shall be made by the Board of Directors which shall
take final action on any such grant.
Grants may be made at any time on or before December 31, 2002 under this Plan and in
the form provided in Article II hereof.
The date on which a grant shall be deemed to have been made under this Plan shall be
the date of the Board of Directors authorization of the grant or such later date as may be
determined by the Board of Directors at the time the grant is authorized. Each optionee
shall be advised in writing by the Company of a grant and the terms and conditions
thereof, which terms and conditions, as the Board of Directors from time to time shall
determine, shall not be inconsistent with the provisions of this Plan.
The price per share of the Companys common stock which may be purchased upon exercise of a
stock option granted under this Plan shall be determined by the Board of Directors, but shall
in no event be less than the fair market value of such share on the date the stock option is
granted, and in no event less than the par value thereof. For purposes of the grant price, fair
market value shall be the average of the high and low prices of the Companys common stock as
reported on the NYSE-Composite Transactions Tape on the date of grant of a stock option, or
if no sales of such stock were reported on said Tape on such date, the average of the high and
low prices of such stock on the next preceding day on which sales were reported on said Tape.
Such price shall be subject to adjustment as provided in Article XII hereof.
The term of each stock option granted under this Plan shall be for such period as the Board of
Directors shall determine, but not for more than ten years from date of grant.
EXERCISE OF OPTIONS
Subject to the provisions of this Plan, each stock option granted hereunder shall be
exercisable on such date or dates and during such period and for such number of shares as
the Board of Directors may determine. However, in no event shall a stock option be
exercisable prior to six months from date of grant. The Board of Directors may fix from
time to time a minimum number of shares which must be purchased at the time a stock option
An optionee electing to exercise a stock option shall at the time of exercise pay the
Company the full purchase price of the shares he or she has elected to purchase. Payment
of the purchase price shall be made in cash. At its election, the Company may appoint a
third party administrator to process option exercises. With respect to shares of the
Companys common stock to be delivered upon exercise of a stock option, the
Compensation Committee shall periodically determine whether, and to what extent, such stock
shall be in the form of a new common stock issued for such purposes, or common stock
acquired by the Company.
NONTRANSFERABILITY OF GRANTS
Except as provided under conditions defined by the Compensation Committee, during an optionees
lifetime no stock option granted under this Plan shall be transferable and stock options may be
exercised only by the optionee.
TERMINATION OF EMPLOYMENT
The Board of Directors shall determine the rules relating to rights under stock options upon
termination of employment.
In the event of any stock dividend, split-up, reclassification or other analogous
change in capitalization, the Compensation Committee shall make an equitable adjustment,
in the light of the change, in -
the number of shares and prices per share applicable to outstanding stock
The aggregate limitation set forth in Article III with respect to the number
of shares which may be made subject to options.
Furthermore, in the event of a distribution to common stockholders other than interim or
year-end dividends declared as such by the Board of Directors, the Compensation Committee
shall make an equitable adjustment, in the light of the distribution, in respect of the
items described in (a) above.
Any fractional shares resulting from adjustments made pursuant to this Article shall
The Company reserves the right to change this Plan in its discretion by action of the
Compensation Committee or discontinue this Plan in its discretion by action of the Board of