{"id":38197,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-stock-option-plan-kmart-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-option-plan-kmart-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-option-plan-kmart-corp.html","title":{"rendered":"1992 Stock Option Plan &#8211; Kmart Corp."},"content":{"rendered":"<pre>                                KMART CORPORATION\n\n                             1992 STOCK OPTION PLAN\n\n\n         1. Purpose. The Kmart Corporation 1992 Stock Option Plan (the \"Plan\")\nis intended as an incentive and to encourage ownership of shares of the\nCompany's Common Stock (the \"Shares of Stock\") by certain key employees of Kmart\nCorporation (the \"Company\") and its Subsidiaries (corporations and other\nbusiness entities in which the Company directly or indirectly has a majority\ninterest and\/or which the Company consolidates in its financial statements), in\norder to increase their proprietary interest in the Company's success and to\nassure their continuation as employees.\n\n         2. Administration. The Plan shall be administered by the Compensation\nand Incentives Committee (the \"Committee\") consisting of not less than two\ndirectors of the Company appointed by its Board of Directors. Members of the\nCommittee shall serve at the pleasure of, and vacancies occurring in the\nmembership of the Committee shall be filled through appointment by, the Board of\nDirectors. Members of the Committee shall be \"non-employee\" directors under Rule\n16b-3 under the Securities Exchange Act of 1934, as amended, as such Rule may be\namended from time to time (\"Rule 16b-3\").\n\n         The Committee shall keep minutes of its meetings. A majority of the\nCommittee shall constitute a quorum thereof and the acts of a majority of the\nmembers present at any meeting of the Committee at which a quorum is present, or\nacts approved in writing by the entire Committee, shall be the acts of the\nCommittee.\n\n         The Committee may make such rules and regulations and establish\nprocedures for the administration of the Plan as it deems appropriate. The\ninterpretation and application of the Plan or of any term or condition of an\noption granted under the Plan or of any rule, regulation or procedure, and any\nother matter relating to or necessary to the administration of the Plan, shall\nbe determined by the Committee, and any such determination shall be final and\nbinding upon all persons. The Committee shall have the authority to delegate\nadministrative duties to officers of the Company.\n\n         3. Stock. Shares of Stock to be optioned or issued under the Plan may\nbe either authorized and unissued shares or issued shares which shall have been\nreacquired by the Company, provided that the total amount of Stock on which\nOptions may be granted or which may be issued under the Plan shall not exceed\n20,000,000 shares. Such number of shares is subject to adjustment in accordance\nwith the provisions of Section 6 hereof. No Option may be granted under the Plan\nto an employee who owns more than five percent of the outstanding Stock. In the\nevent that any outstanding Option or portion thereof expires or is cancelled,\nsurrendered or terminated for any reason, the Shares of Stock allocable to the\nunexercised portion of such Option may again be subjected to an Option or be\nissued under the Plan.\n\n         4. Award of Options. The Committee may grant options (\"Options\") to\npurchase Stock to officers and other key employees of the Company or its\nSubsidiaries, including directors who are full time employees. The Committee\nshall have the discretion, in accordance with the provisions of the Plan, to\ndetermine to whom an Option is granted (the \"Participant(s)\"), the number of\nshares of Stock optioned and the terms and conditions of the Option. In making\nsuch determinations, the Committee shall consider the position and\nresponsibilities of the employee, the nature and value to the Company of his or\nher services and accomplishments, his or her present and potential contribution\nto the success of the Company and such other factors as the Committee may deem\nrelevant.\n\n         Each Option granted under the Plan shall be designated by the Committee\nat the time of grant as either an incentive stock option (an \"ISO\") or a\nnon-qualified stock option (a \"Non-Qualified Option\"). An ISO is intended to\nmeet the requirements of Section 422 of the Internal Revenue Code. The aggregate\nFair Market Value (determined at the time the Option is granted) of the Stock as\nto which ISO's are exercisable for the first time by the Participant during any\ncalendar year shall not exceed $100,000 (as determined in accordance with the\nrules set forth in Section 422 of the Internal Revenue Code).\n\n   2\n\n         Options granted under the Plan shall be subject to and governed by the\nprovisions of the Plan and by the terms and conditions set forth in Section 5\nhereof and by such other terms and conditions, not inconsistent with the Plan,\nas shall be determined by the Committee.\n\n         The date on which an Option shall be granted shall be the date that the\nParticipant, the number of Shares of Stock optioned and the terms and conditions\nof the Option are determined by the Committee, provided, however, that if an\nOption or any term or condition of an Option is rejected or not accepted by a\nParticipant or if an Option is not granted in accordance with the provisions of\nthe Plan, such Option shall be deemed to have not been granted and shall be of\nno effect. Each Option shall be evidenced by a Stock Option Agreement in such\nform as the Committee may from time to time approve.\n\n\n         5. Terms and Conditions of Options.\n\n            A. Option Price. In the case of each Option granted under the Plan,\nthe Option price shall not be less than the Fair Market Value of the Stock on\nthe date of grant of such Option. (Fair Market Value for purposes of the Plan\nshall be deemed to be the mean of the highest price and lowest price at which\nthe Stock shall have been sold, regular way, on the date in question or on the\nnext preceding day on which there were such sales of Stock if no such sales\nshall have been made on the date in question, as reported on the Composite\nTransactions reporting system.)\n\n            B. Period of Option and When Exercisable.\n\n                  (i) An Option granted under the Plan may not be exercised\nafter the earlier of (a) the date specified by the Committee, which shall be a\nmaximum of ten years from date of grant as to an ISO and a maximum of ten years\nand two days from date of grant as to a Non-Qualified Option, or (b) the\napplicable time limit specified in paragraph (iii) of this Section 5B. Any\nOption not exercised within the aforementioned time periods shall automatically\nterminate at the expiration of such period.\n\n                  (ii) An Option granted with a maximum exercise period of more\nthan three years may not be exercised prior to three years from the date of\ngrant (or such other period as determined by the Committee in its sole\ndiscretion), except that this limitation shall be removed if termination of\nemployment of the Participant results from death or total and permanent\ndisability as defined in the Company's Long-Term Disability Plan, or if\ntermination of employment of the Participant occurs at or after age 55 and the\noptionee has five or more years of full-time service with the Company or a\nSubsidiary, or in the event of a Change of Control of the Company, or if and to\nthe extent the Committee may so determine in its sole discretion. An Option\ngranted with a maximum exercise period of three years or less is not subject to\nthe limitation contained in this paragraph (ii) unless otherwise specified by\nthe Committee. A Change of Control shall be deemed to have occurred if:\n\n                       (a) the \"beneficial ownership\" (as defined in Rule 13d-3\nunder the Exchange Act) of securities representing more than 33% of the combined\nvoting power of the Company is acquired by any \"person\" as defined in sections\n13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or\nother fiduciary holding securities under an employee benefit plan of the\nCompany, or any corporation owned, directly or indirectly, by the stockholders\nof the Company in substantially the same proportions as their ownership of stock\nof the Company), or\n\n                       (b) the stockholders of the Company approve a definitive\nagreement to merge or consolidate the Company with or into another corporation\nor to sell or otherwise dispose of all or substantially all of its assets, or\nadopt a plan of liquidation, or\n\n                       (c) during any period of three consecutive years,\nindividuals who at the beginning of such period were members of the Board cease\nfor any reason to constitute at least a majority thereof (unless the election,\nor the nomination for election by the Company's stockholders, of each new\ndirector was approved by a vote of at least a majority of the directors then\nstill in office who were directors at the beginning of such period).\n\n\n                                       2\n\n   3\n\n                  (iii) An Option may be exercised, prior to its expiration, by\na Participant only while such Participant is in the employ of the Company or a\nSubsidiary or within three months thereafter (or such longer period thereafter\nas determined by the Committee in its sole discretion), and only if any\nlimitation upon the right to exercise such Option under paragraph (ii) of this\nSection 5B has been removed or expired prior to termination of employment and\nexercise is not otherwise precluded hereunder; provided, however, if at the date\nof termination of employment, the Participant has five or more years of\nfull-time employment with the Company or a Subsidiary or if termination of\nemployment results from death or total and permanent disability as defined in\nthe Company's Long-Term Disability Plan, such three-month period shall be\nextended to five years or to the expiration of the Option, whichever occurs\nfirst. Employment with a subsidiary shall be deemed terminated on the date the\nformer Subsidiary ceases to be a Subsidiary of the Company.\n\n                  (iv) In the event of the total and permanent disability, as\ndefined in the Company's Long-Term Disability Plan, of a Participant, an Option\nwhich is otherwise exercisable may be exercised by the Participant's legal\nrepresentative or guardian. In the event of the death of a Participant, either\nbefore or after termination of employment, an Option which is otherwise\nexercisable may be exercised by the person or persons whom the Participant shall\nhave designated in writing on forms prescribed by and filed with the Committee\n(\"Beneficiaries\"), or, if no such designation has been made, by the person or\npersons to whom the Participant's rights shall have passed by Will or the laws\nof descent and distribution (\"Successor(s)\"). The Committee may require an\nindemnity and\/or such evidence or other assurances as it may deem necessary in\nconnection with an exercise by a legal representative, guardian, Beneficiary or\nSuccessor.\n\n                  (v) Notwithstanding anything contained herein to the contrary,\nall rights with respect to all Options of a Participant are subject to the\nconditions that the Participant not engage or have engaged (a) in fraud,\ndishonesty, conduct in violation of Company policy or similar acts at any time\nwhile in the employ of the Company or a Subsidiary, or (b) in activity directly\nor indirectly in competition with any business of the Company or a Subsidiary,\nor in other conduct inimical to the best interests of the Company or a\nSubsidiary, following the optionee's termination of employment. If it is\ndetermined by the Committee or the Committee's delegate (which determination of\nsuch delegate shall be subject to ratification by the Committee) either before\nor after termination of employment of a Participant, that there has been a\nfailure of any such condition, all Options and all rights with respect to all\nOptions granted to such optionee shall immediately terminate and be null and\nvoid.\n\n            C. Exercise and Payment.\n\n                  (i) Subject to the provisions of Section 5B, an Option may be\nexercised by notice (in the form prescribed by the Committee) to the Company\nspecifying the number of Shares to be purchased. Payment for the number of\nShares of Stock purchased upon the exercise of an Option shall be made in full\nat the price provided for in the applicable Stock Option Agreement. Such\npurchase price shall be paid by the delivery to the Company of cash (including\ncheck or similar draft) in United States dollars or whole Shares of Stock that\nhave been held by the Participant for at least six months prior to the date the\nOption is exercised, or a combination thereof. Shares of Stock used in payment\nof the purchase price shall be valued at their Fair Market Value as of the date\nnotice of exercise is received by the Company. Any Shares of Stock delivered to\nthe Company shall be in such form as is acceptable to the Company.\n\n                  (ii) The Company may defer making payment or delivery of Stock\nunder the Plan until satisfactory arrangements have been made for the payment of\nany tax attributable to exercise of the Option. The Committee may, in its sole\ndiscretion, permit a Participant to elect, in such form and at such time as the\nCommittee may prescribe, to pay all or a portion of all taxes arising in\nconnection with the exercise of an Option by electing to (a) have the Company\nwithhold whole Shares of Stock, or (b) deliver other whole Shares of Stock\npreviously owned by the Participant having a Fair Market Value not greater than\nthe amount to be withheld; provided, however, that the amount to be withheld\nshall not exceed the minimum Federal, State and local tax rates associated with\nthe transaction.\n\n            D. Transferability. Except as otherwise determined by the Committee\nin its discretion, no Option or any rights with respect thereto shall be subject\nto any debts or liabilities of a Participant. Options may however, be\ntransferred or assigned to charitable trusts, family members or family trusts by\nthe Participant's execution of such form and at such time as prescribed by the\nCommittee or its delegate. Additionally, any Shares issued to a Participant\nhereunder may at the request of the Participant be issued in\n\n\n                                       3\n\n   4\n\nthe name of the Participant and one other person, as joint tenants with right of\nsurvivorship and not as tenants in common, or in the name of a trust for the\nbenefit of the Participant or for the benefit of the Participant and others.\n\n         An Option may, after the death or total and permanent disability, as\ndefined in the Company's Long-Term Disability Plan, of a Participant also be\nexercised pursuant to paragraph (iv) of Section 5B herein.\n\n         In order to continue to meet the requirements of Code Section 422,\nhowever, ISO's may not be assignable or transferable except by will or the laws\nof descent and distribution, nor be exercisable during the Participants lifetime\nother than by him or her, nor shall Shares be issued to or in the name of one\nother than the Participant.\n\n            E. Employment. No provision of the Plan, nor any term or condition\nof any Option, nor any action taken by the Committee, the Company or a\nSubsidiary pursuant to the Plan, shall give or be construed as giving a\nParticipant any right to be retained in the employ of the Company or of any\nSubsidiary, or affect or limit in any way the right of the Company or any\nSubsidiary to terminate the employment of any Participant.\n\n            F. Termination of Option by Participant. A Participant may at any\ntime elect, in a written notice filed with the Committee, to terminate a\nNon-Qualified Option with respect to any number of Shares as to which such\nOption shall not have been exercised.\n\n         6. Adjustments. If there is any change in the number or class of Shares\nof Stock through the declaration of stock dividends, or recapitalization\nresulting in stock splits, or combinations or exchanges of such shares or\nsimilar corporate transactions, or if the Committee otherwise determines that,\nas a result of a corporate transaction involving a change in the Company's\ncapitalization, it is appropriate to effect the adjustments described in this\nsection, the aggregate number or class of Shares of Stock on which Options may\nbe granted or which may be issued under the Plan, the number or class of Shares\ncovered by each outstanding Option, and the price per Share in each Option,\nshall all be proportionately adjusted by the Committee; provided, however, that\nany fractional Shares resulting from such adjustment shall be eliminated.\nSubject to any required action by stockholders, if a new Option is substituted\nfor the Option granted hereunder, or an assumption of the Option granted\nhereunder is made, by reason of a corporate merger, consolidation, acquisition\nof property or stock, separation, reorganization or liquidation, the Option\ngranted hereunder shall pertain to and apply to the securities to which a holder\nof the number of Shares of Stock subject to the Option would have been entitled.\n\n         7. Term of Plan. No Option shall be granted under the Plan after\nJanuary 20, 2002. Options granted prior thereto, however, may extend beyond such\ndate and the provisions of the Plan shall continue to apply thereto.\n\n         8. Application of Funds. The proceeds received by the Company from the\nsale of Stock pursuant to Options granted under the Plan will be used for\ngeneral corporate purposes.\n\n         9. No Obligation to Exercise Option. The granting or acceptance of an\nOption shall impose no obligation upon the Participant to exercise such an\nOption.\n\n         10. Rights as a Stockholder. A Participant shall have no rights as a\nstockholder with respect to shares of Stock covered by his or her Option until\nthe date of issuance to him or her of a certificate evidencing such Shares of\nStock after the exercise of such Option and payment in full of the purchase\nprice. No adjustment will be made for dividends or other rights for which the\nrecord date is prior to the date such certificate is issued.\n\n         11. Amendments. The Board of Directors of the Company may from time to\ntime alter, amend, suspend or discontinue the Plan; provided, however, that no\namendment which requires stockholder approval in order for the exemptions\navailable under Rule 16b-3 to be applicable to the Plan shall be effective\nunless the same shall be approved by the stockholders of the Company entitled to\nvote thereon. Any such amendment may be effective in respect of all past and\nfuture Options granted hereunder in the sole discretion of the Board of\nDirectors of the Company.\n\n\n                                       4\n\n   5\n\n             The Plan, each Option under the Plan and the grant and\nexercise thereof, and the obligation of the Company to sell and issue Shares\nunder the Plan shall be subject to all applicable laws, rules, regulations and\ngovernmental and stockholder approvals, and the Committee may make such\namendment or modification thereto as it shall deem necessary to comply with any\nsuch laws, rules and regulations or to obtain any such approvals.\n\n         12. Effectiveness of Plan. The Plan, which was adopted by the Board of\nDirectors on January 21, 1992, is subject to approval by the stockholders of the\nCompany on May 27, 1992.\n\n         13. Severability. If any provision of the Plan, or any term or\ncondition of any Option granted or Stock Option Agreement or form executed or to\nbe executed thereunder, or any application thereof to any person or circumstance\nis invalid or would result in an ISO failing to meet the requirement of Section\n422 of the Internal Revenue Code, such provisions, term, condition or\napplication shall to that extent be void (or, in the discretion of the\nCommittee, such provision, term or condition may be amended so as to avoid such\ninvalidity or failure), and shall not affect other provisions, terms or\nconditions or applications thereof, and to this extent such provision, term or\ncondition is severable.\n\n         14. Limitation on Size of Grants. No employee of the Company shall be\ngranted Options under this Plan in any calendar year for more than one million\nShares of Common Stock, subject to equitable adjustment for certain corporate\ntransactions as set forth in Section 6 hereof.\n\n\n(As amended through 9\/19\/00)\n\n\n                                       5\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7994],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9539,9545],"class_list":["post-38197","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kmart-corp","corporate_contracts_industries-retail__department","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38197","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38197"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38197"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38197"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38197"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}