Whirlpool Corporation
Career Stock Grant
This Award Agreement sets forth the terms and provisions of the grant to you of
Career Stock, subject to restrictions. Career Stock is phantom stock of
Whirlpool Corporation. As such, the shares are not an equity interest in the
Company, and no voting rights are attached to the shares. The value of a share
of Career Stock on any given date is equal to the Fair Market Value of a share
of Whirlpool Corporation common stock on that date.
The Career Stock is being awarded under the Whirlpool Corporation 1989 Omnibus
Stock and Incentive Plan (the "Plan"), the terms of which shall govern this
grant, and are incorporated herein by reference.
Participant:
Date of Grant:
Shares of Career Stock Granted:
Vesting Schedule
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Percent of Total
Date/Event Shares of Career Stock
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THIS AGREEMENT, effective as of the Date of Grant set forth above, between
Whirlpool Corporation, a Delaware corporation (the "Company"), and the
Participant named above, is made pursuant to the provisions of the Plan. The
capitalized terms appearing in this Agreement shall have the definitions
ascribed to them in the Plan, unless defined otherwise in this Agreement. In the
event there is any inconsistency between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall completely supersede and replace
the terms of this Agreement. The parties hereto agree as follows:
1. Employment by the Company. The Participant's right to receive
and/or retain the shares of Career Stock is specifically contingent upon the
Participant's compliance with the noncompetition restrictions set forth in
Section 8 herein. The award of Career Stock, however, shall not impose upon the
Company any obligation to retain the Participant in its employ for any given
period or upon any specific terms of employment.
2. Vesting. Subject to the remaining terms of this Agreement, partial
vesting in shares of Career Stock occurs periodically, as identified in the
Vesting Schedule. Subject to the remaining terms of this Agreement, for purposes
of this Section 2, the Vesting Schedule also applies to additional shares of
Career Stock which are credited to the participant pursuant to Section 4 herein.
3. Redemption of Shares of Career Stock. Subject to the remaining
terms of this Agreement, shares of Career Stock will be redeemed for shares of
Company common stock, on a one-for-one basis, upon termination of employment;
provided, however, that such redemption occurs only with respect to shares of
Career Stock which the Participant has vested in prior to or as a result of
employment termination (as defined in Sections 5 and 7 of this Agreement).
Delivery of shares of common stock will be made as soon as is
practicable following such redemption. Redemption for shares of Company common
stock is contingent upon compliance with the noncompetition restrictions set
forth in Section 8 herein. In addition, in the event of a breach of the terms of
Section 8 herein, any shares of Company common stock previously distributed to
the Participant pursuant to this Agreement (or, at the discretion of the
Committee, the full cash value of such shares determined as of the date of the
breach of this Agreement) must be returned to the Company by the Participant
within sixty (60) days after the determination (pursuant to Section 8 herein)
that a breach of the terms of Section 8 herein has occurred.
4. Dividends. The Participant will be credited with all dividends and
other distributions authorized by the Human Resources Committee of the Board of
Directors of the Company (hereinafter referred to as "the Committee") with
respect to the shares of Career Stock held. Such dividends or distributions will
be credited in additional shares of Career Stock. The additionally credited
shares of Career Stock shall be subject to the same restrictions as the shares
of Career Stock with respect to which they were paid.
The Committee will have the ability to credit dividends up to an
amount equal to those that would have been received if the shares of Career
Stock were shares of the Company's common stock. Any dividends so credited will
be invested in additional shares of Career Stock, at the Fair Market Value of
the Company's common stock on the date that dividends are distributed to common
shareholders.
5. Termination of Employment by Reason of Death or Disability. In the
event the Participant's employment is terminated by reason of death or
disability, the Participant will become one hundred percent (100%) vested in all
shares of Career Stock then outstanding. Redemption of shares will occur on
January 1 first following the Participant's death or disability.
6. Termination of Employment for Cause. Notwithstanding any other
provisions of this Agreement, in the event of Termination of Employment for
Cause, all shares of Career Stock granted hereunder shall immediately be
forfeited (regardless of their vested status). As used in this Agreement,
"Termination of Employment for Cause" shall mean termination of Participant's
employment due to the Participant's (i) commission of an act or series of
actions which, in the reasonable judgment of the Committee, could constitute a
felony under applicable law; or (ii) willful refusal without proper legal cause
to perform Participant's duties and responsibilities; or (iii) willfully
engaging in conduct which Participant has or should have reason to know may be
materially injurious to Company.
7. Termination of Employment for Other Reasons. In the event the
Participant's employment is terminated for reasons other than those described in
Sections 5 and 6 herein prior to full vesting of the shares of Career Stock, all
unvested shares of Career Stock granted hereunder shall immediately be forfeited
by the Participant.
8. Noncompetition. Notwithstanding any other provision of this
Agreement, the Participant's rights under this Agreement are contingent upon
compliance with the provisions of this Section 8.
(a) Prohibition on Competition. Without the prior written consent
of the Company, during the period in which the Participant is employed by the
Company and for a term of twenty-four (24) months thereafter, the Participant
shall not, as an employee, an officer, or a consultant, engage directly or
indirectly in any business or enterprise which is "in competition" with the
Company or its successors or assigns. For purposes of this Agreement, a business
or enterprise will be deemed to be "in competition if it is engaged in any
business activity of the Company or its subsidiaries.
However, the Participant shall be allowed to purchase and hold for
investment less than three percent (3%) of the shares of any corporation
whose shares are regularly traded on a national securities exchange or in the
over-the-counter market.
(b) Disclosure of Information. The Participant recognizes that
the Participant has access to, and knowledge of, certain confidential and
proprietary information of the Company which is essential to the performance of
the Participant's duties under this Agreement. The Participant will not, during
or after the term of employment by the Company, in whole or in part, disclose
such information to any person, firm, corporation, association, or other entity
for any reason or purpose whatsoever, nor shall the Participant make use of any
such information for the Participant's own purposes.
(c) Covenants Regarding Other Employees. During the term of this
Agreement, and for a period of twenty-four (24) months following the expiration
of this Agreement, the Participant agrees not to attempt to induce any employee
of the Company to terminate his or her employment with the Company, accept
employment with any competitor of the Company, or to interfere in a similar
manner with the business of the Company.
(d) Legal Damages in Breach. The award of Career Stock set forth
in this Agreement is expressly contingent upon full compliance with the terms
and provisions of this Section 8. In the event of a breach of this Section 8,
the Participant shall forfeit any and all rights to Career Stock granted
hereunder, regardless of the vested status of the Career Stock and regardless of
whether some or all shares of Career Stock have been redeemed for shares of
Company common stock pursuant to Section 3 herein. For purposes of this Section
8, the date of determination of the existence of a breach shall be the date that
the Committee determines that such a breach has occurred.
Immediately upon determination of a breach of this Section 8, all
vested and unvested shares of Career Stock which have not yet been redeemed for
shares of Company common stock shall be forfeited by the Participant with no
value paid by the Company therefor. In addition, within sixty (60) days
following the determination of a breach, the Participant shall be required to
surrender to the Company all shares of Company common stock delivered in
exchange for shares of Career Stock under this Agreement (or, at the sole
discretion of the Committee, an amount of cash equal to the Fair Market Value of
such shares of Company common stock as of the date of such breach).
In addition to the surrender of Career Stock and Company common stock
described above, and in addition to the ability to obtain specific performance
as set forth in Section 8(e) herein, the Company shall have the right to seek
and obtain monetary damages associated with any breach by the Participant of the
terms and provisions of this Agreement.
(e) Specific Performance. Despite any and all legal remedies
which may be available to the Company, the parties recognize that the Company
will have no adequate remedy at law for breach by the Participant of the
requirements of this Article and, in the event of such breach, the Company and
the Participant hereby agree that, in addition to the right to seek monetary
damages, the Company will be entitled to a decree of specific performance to
comply with the terms of this Agreement (including, but not limited to, a
temporary or permanent injunction or restraining order), mandamus, or other
appropriate remedy to enforce performance of such requirements.
9. Change in Control. In the event of a Change in Control (as defined
in the Whirlpool Corporation Salaried Employees Retirement Plan), any vesting
periods and restrictions imposed on Career Stock shares subject to this
Agreement shall lapse, and the Career Stock shares shall be redeemed for an
equal number of shares of common stock of the Company. Within ten (10) business
days after the effective date of a Change in Control, the stock certificates
representing the shares of common stock, without any restrictions or legend
thereon, shall be delivered to the Participant.
10. Transferability. These shares of Career Stock are not transferable
by the Participant, whether voluntarily or involuntarily, by operation of law or
otherwise. If any assignment, pledge, transfer, or other disposition, voluntary
or
involuntary, of the Career Stock shares shall be made, or if any attachment,
execution, garnishment, or lien shall be issued against or placed upon the
Career Stock shares, then the Participant's right to the Career Stock shares
shall immediately cease and terminate and the Participant shall promptly forfeit
to the Company all shares of Career Stock awarded (including shares of Career
Stock credited pursuant to Section 4) under this Agreement.
11. Recapitalization. In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock dividend, split
up, share combination, or other change in the corporate structure of the Company
affecting the common shares of Company stock, the number of shares of Career
Stock subject to this Agreement may be equitably adjusted by the Committee, if
such an adjustment is necessary, to prevent dilution or enlargement of the
Participant's rights.
12. Administration. This Agreement and the rights of the Participant
hereunder are subject to all the terms and conditions of the Plan, as the same
may be amended from time to time, as well as to such rules and regulations as
the Committee may adopt for administration of the Plan. It is expressly
understood that the Committee is authorized to administer, construe, and make
all determinations necessary or appropriate to the administration of the Plan
and this Agreement, all of which shall be binding upon the Participant.
13. Miscellaneous.
(a) The shares of Career Stock are not an equity interest in the
Company. As such, any liability of the Company for such rights is unfunded.
(b) This Agreement shall not confer upon the Participant any
right to continuation of employment by the Company nor shall this Agreement
interfere in any way with the Company's right to terminate the Participant's
employment at any time.
(c) With the approval of the Board, the Committee may terminate,
amend, or modify the Plan and/or this Agreement provided, however, that no such
termination, amendment, or modification of the Plan and/or this Agreement may,
in any material way, adversely affect the Participant's rights under this
Agreement.
(d) The Company shall have the authority to deduct or withhold,
or require the Participant to remit to the Company, an amount sufficient to
satisfy Federal, state, and local taxes (including the Participant's FICA
obligation) required by law to be withheld with respect to any provision of this
Agreement.
(e) This Agreement shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
(f) To the extent not preempted by Federal law, this Agreement
shall be governed by and construed in accordance with the laws of the State of
Michigan.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the Date of Grant.
