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EXHIBIT 10.16(c)
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EKCO GROUP, INC.
1996 PERFORMANCE UNIT RIGHTS AWARD PLAN
FORM OF AWARD AGREEMENT
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This 1996 Performance Unit Rights Award Plan Award Agreement (hereinafter
this "Award Agreement") is entered into as of December 4, 1996 (hereinafter the
"Award Date") between Ekco Group, Inc., a Delaware corporation with a principal
place of business located at 00 Xxxx Xxxxx Xxxx, Xxxxxx, Xxx Xxxxxxxxx 00000
(hereinafter the "Company") and Xxxxxx Xxxxx (hereinafter the "Employee"), an
individual who resides at 00 Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000.
The Company has adopted the 1996 Performance Unit Rights Award Plan
(hereinafter the "Plan"). All capitalized terms used in this Award Agreement and
not otherwise defined shall have the meanings given to them in the Plan.
Pursuant to Section 3 of the Plan, the Employee has been designated as a
Participant in the Plan. Pursuant to Section 4 of the Plan, the Company has
granted Rights to the Employee upon the terms and conditions set forth herein,
as required by the Plan.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Employee hereby agree to the terms and
conditions set forth herein as required by the terms of the Plan:
1. NUMBER OF RIGHTS AWARDED. This Award Agreement evidences the award by
the Company to the Employee of [No. of Rights] Rights, effective as of the Award
Date, and pursuant to Section 4 of the Plan.
2. DESIGNATED PERIOD. Pursuant to Section 4 of the Plan, the Employee may
exercise the Rights awarded under this Award Agreement at any time or times
during a period of time commencing on the Award Date and ending on [Date of End
of Period] (hereinafter the "Designated Period"). The Employee may exercise any
or all of his Rights on any given day or days during the Designated Period and
any such day or days shall be known as an Exercise Date. The amount of the award
paid to the Employee on such Exercise Date by the Company shall be calculated
pursuant to Section 3 of this Award Agreement and pursuant to the other
applicable terms and conditions of this Award Agreement and the Plan.
Immediately after the expiration of the Designated Period, all Rights hereunder
which have not been exercised shall be forfeited, and the Employee (and his
beneficiaries, if applicable) shall thereafter have no rights or entitlement
with respect to such forfeited Rights.
3. VALUE OF THE RIGHT.
(a) VALUE. Upon exercise of any Right on an Exercise Date, the
Employee shall be entitled to payment by the Company of an amount equal to the
appreciation in value of the
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Right awarded hereunder, as determined according to paragraph (b) below,
multiplied by the number of Rights exercised on the Exercise Date. The Employee
shall receive payment upon exercise of the Right in cash, payable by wire
transfer within three business days of the Exercise Date. In the event that the
Company fails to pay the Employee such amount on a timely basis, the Company
shall also pay the Employee (i) interest on overdue amounts at a rate per annum
equal to the prime rate of interest as announced from time to time by Fleet Bank
of Massachusetts, N. A. plus two (2) percentage points and (ii) Employee's costs
of enforcement and collection, including reasonable attorneys fees and expenses.
(b) FORMULA. The formula for determining the appreciation in value
of the Right shall be as follows: (i) $[Dollar Amount] subtracted from (ii) the
lesser of (A) the average value of the Company Common Stock over the ten (10)
business days preceding any Exercise Date and (B) $[Dollar Amount]. The closing
price of the Company Common Stock on the New York Stock Exchange for each of the
ten (10) business days shall be the basis for determining the ten-day average
value discussed above. If the Company Common Stock is not traded on the New York
Stock Exchange, the closing price on the principal exchange on which the shares
are traded shall be used, or, if no closing price is available, the basis for
determining the value of the shares of the Company Common Stock shall be
determined by the Committee, in its sole discretion.
4. TAXES AND WITHHOLDING. The Employee agrees that to the extent
applicable, the Employee shall be responsible for any and all federal, state or
local taxes which may become due and owing in relation to the Rights awarded
herein, and that the Company may withhold any federal, state or local taxes upon
the exercise of the Rights, at such time and upon such terms and conditions as
required by law.
5. NO ASSIGNABILITY. Any rights arising hereunder shall not be
transferable otherwise than by will, the laws of descent and distribution, or
pursuant to a qualified domestic relations order (as defined in the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules and regulations thereunder);
provided, however, that the Rights may be transferred to a member of the
Employee's immediate family or to a trust or other entity for his or such family
member's benefit.
6. GENERAL TERMS. The Rights and this Award Agreement are subject to, and
the Company and the Employee agree to be bound by, all applicable provisions of
the Plan. Such provisions are incorporated herein by reference. The Employee
acknowledges receipt of a copy of the Plan. In the event of a conflict between
the terms of this Award Agreement and the Plan, the Plan shall be the
controlling document.
7. OTHER PROVISIONS.
(a) Neither the Employee nor any person entitled to exercise the
Rights shall have any rights as a stockholder with respect to any Rights.
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(b) The Employee acknowledges that the Company has the right to
terminate, modify, or amend the Plan at any time, but that no such termination,
modification or amendment may, without the Employee's consent, adversely affect
the rights of the Employee hereunder.
(c) In the event that any provision of this Award Agreement is held
to be invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Award Agreement.
(d) The rights and obligations under this Award Agreement shall
inure to the benefit of, and shall be binding upon, the Company, the Employee
and the Employee's representatives and beneficiaries.
(e) Any notices or communications under this Award Agreement or the
Plan shall be given by delivering the same in hand or by depositing such notice
or communication in the mail, certified or registered mail, return receipt
requested, postage prepaid, as follows:
To the Company: EKCO GROUP, INC.
00 Xxxx Xxxxx Xx.
Xxxxxx, Xxx Xxxxxxxxx 00000
Attention: Chief Financial Officer
To the Employee: Mr. Xxxxxx Xxxxx
00 Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
or at such other address as either party may hereafter designate in writing to
the other.
(f) The interpretation, performance and enforcement of this Award
Agreement shall be governed by the laws of the State of New Hampshire.
[THE BALANCE OF THE PAGE LEFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EKCO GROUP, INC.
By: ___________________________
Xxxxxxx X. Xxxxxxx
Chief Executive Officer and
Chairman of the Board
Attest:
______________________
Secretary
_______________________
Xxxxxx Xxxxx
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SCHEDULE TO
FORM OF AWARD AGREEMENT FOR XXXXXX XXXXX
Xxxxxx Xxxxx has five Award Agreements with the Company pursuant to
the Company's 1996 Amended Performance Unit Rights Award Plan which are
identical in form to the foregoing Form of Award Agreement except as to the
number of Rights awarded, the designated period and the value thereof:
Date of No. of Designated Average Pre-xxxx
Name Award Rights Period Date Value
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Xxxxxx Xxxxx 12-04-96 200,000 00-00-00 to $3.6875
09-08-98
Xxxxxx Xxxxx 12-04-96 124,000 00-00-00 to $3.5000
06-22-99
Xxxxxx Xxxxx 12-04-96 69,000 00-00-00 to $3.5000
12-01-99
Xxxxxx Xxxxx 12-04-96 66,000 00-00-00 to $5.9375
12-01-99
Xxxxxx Xxxxx 12-04-96 66,000 00-00-00 to $6.5000
12-01-99
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