{"id":40609,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-agreement-avon-products-inc-and-charles-r-perrin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-avon-products-inc-and-charles-r-perrin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-agreement-avon-products-inc-and-charles-r-perrin.html","title":{"rendered":"Stock Option Agreement &#8211; Avon Products Inc. and Charles R. Perrin"},"content":{"rendered":"<pre>\n\n\nAVON PRODUCTS, INC. \n                          1993 STOCK INCENTIVE PLAN\n\n                           STOCK OPTION AGREEMENT\n\n                       ______________________________\n\n\n                          DATE OF GRANT:  JUNE 4, 1998\n\n\n\n     1.  Grant of Option.  Pursuant to the provisions of its 1993 Stock\nIncentive Plan (the  Plan), Avon Products, Inc. (the Company), on the\nabove date has granted to Charles R.  Perrin (the Optionee) the right\nand option to purchase from the Company a total of 75,000 shares of\nCommon Stock of the Company at the exercise price of $80.3125 per share\n(the Option).  This Option is subject to the terms and conditions of\nthe Plan and those set forth in this Agreement.  All capitalized terms\nused herein shall have the meaning set forth in the Plan, unless the\ncontext requires a different meaning.  \n\n     2.   Exercise of Option\n\n     (a)  This Option shall be exercisable in full on and after June 4,\n2004.  It may be exercisable sooner, on and after June 4, 1999, however,\nsubject to the following conditions:\n \n     (i)  One-half of the shares subject to the option may be exercisable\n          subsequent to the date at which the closing price of the\n          Company's Common Stock, as reported on the New York Stock\n          Exchange, first exceeds $100 for not less than 20 out of 30\n          consecutive trading days, and\n \n    (ii)  All of the shares subject to the option may be exercisable\n          subsequent to the date at which the closing price of the\n          Company's Common Stock, as reported in the New York Stock\n          Exchange, first exceeds $120 for not less than 20 out of 30\n          consecutive trading days.\n\n          The above price targets will be appropriately adjusted to lower\n          amounts after the effective date of any stock split.\n\n     (b) In accordance with the Plan this entire Option shall be\nimmediately cashed out effective as of the date of any 'Change\nin Control', regardless of whether or not any portion is otherwise\nexercisable.  For this purpose, the 'Change in Control Price' shall be\nthe higher of (i) the highest price paid for a share of Stock as reported\non the New York Stock Exchange Composite Tape during the 12 month period\nending with the effective date of Change in Control or (ii) the highest\ncash tender offer price for a share of Stock during such period.  In the\nevent that a tender offer for Stock consists of a combination of cash and\nsecurities, the Change in Control Price calculated under (ii) would be\nbased solely on the cash price equivalent of such offer. \n\n\n\n\n\n     (c) Shares may be purchased by giving the Company's Corporate\nSecretary or Assistant Secretary written notice of exercise,\nspecifying the number of shares to be purchased.  The notice of\nexercise shall designate one of the following methods of purchase:\n\n     (i)  tender to the Company of a check for the full exercise price of\n          the shares with respect to which such Option or portion thereof\nis exercised, or\n\n     (ii)  instructions to the Company to deliver all the shares being\n           exercised to a broker-dealer with whom an arrangement has been\n           made to deliver the full exercise price to the Company.  The\n           Company may establish special terms and conditions for this\n          'cashless' exercise, and at any time may terminate availability\n           of this form of purchase. \n\n      3.  Expiration of Option.  The Option shall expire or terminate and\nmay not be exercised to any extent by the Optionee as of the first to\noccur of the following events:\n\n     (a)  The tenth anniversary of the Date of Grant, or such earlier\ntime as the Company may determine is necessary or appropriate in light of\napplicable foreign tax laws; or \n\n     (b)  The second anniversary of the date of the Optionee's\nTermination of Employment by reason of death, Permanent Disability or\nRetirement; or\n\n     (c)  The Optionee's Termination of Employment for Cause (as defined\nbelow); or \n\n     (d)  The date that is ninety days after Termination of Employment of\nthe Optionee for a reason other than for Cause, death, Permanent\nDisability or Retirement.\n\n     (e)  The Optionee's violation of any non-disclosure or non-compete\ncovenant applicable to the Optionee as set forth in his or her severance\nagreement, employment contract or any Company policy, regardless of\nwhether or not the Optionee has terminated employment due to Permanent\nDisability or Retirement, provided that expiration of the Option may not\nbe effective prior to the date of Termination of Employment.\n\n     In the event of Termination of Employment because of death,\nPermanent Disability or Retirement, the entire Option shall immediately\nbecome exercisable as to all shares, notwithstanding Section 2(a) of this\nAgreement.  'Retirement' means retirement at or after attainment of age\n55.  'Permanent Disability' shall have the same meaning as that provided\nby the Company's Long Term Disability Plan regardless of whether or not\nthe Optionee is covered by such plan. \n\n\n\n\n\n      'Cause' shall have the same meaning as that provided by the Company\nSeverance Pay Plan applicable to the Optionee or his or her employment\ncontract, or severance agreement, if any.  In addition, termination for\ncause shall include any termination due to acts of dishonesty or gross\nmisconduct on the part of the Optionee which results, or is intended to\nresult, in damage to the Company's business reputation.  \n\n4.  Tax Withholding.  No distribution of shares may be made to the\nOptionee until the Company has received all amounts required for federal,\nstate or local tax withholding.  The method of discharging such\nwithholding obligation shall be elected with the notice of exercise and\nmay include (i) payment by check, or (ii) use of a 'cashless exercise'\nusing a broker-dealer in a manner similar to that described in Section\n2(c)(ii) hereof.  The method of withholding shall be subject to such\nrules as the Company may adopt from time to time.  It is recognized by\nboth parties that, based on current laws, the difference between the Fair\nMarket Value of the shares purchased by an option exercise and the\nexercise price of such shares generally will constitute ordinary taxable\nincome for federal income and 'Medicare' tax purposes and for most state\nand local income tax purposes. \n\n     5.  Notice.  Any notices required to be given hereunder to the\nCompany shall be addressed to the Secretary or Assistant Secretary of the\nCompany at the Company's headquarters offices in New York City, New York.\nAny notice required to be given hereunder to the Optionee shall be\naddressed to the Optionee at his or her current address shown on the\nCompany's records.  Notice shall be sent by mail, express delivery or, if\npractical, by hand delivery. \n\n     6.  Other Provisions.  The provisions set forth in Section 5 of the\nPlan are specifically incorporated by reference in this Agreement, \nincluding but not limited to those pertaining to the following matters:\n\n     a.  Changes in Capitalization; Merger; Liquidation\n     b.  Right to Terminate Employment\n     c.  Non-alienation of Benefits\n     d.  Choice of Law\n\n\n                                 AVON PRODUCTS, INC.\n\n                                 \/s\/ Marcia L. Worthing\n                                     Marcia L. Worthing\n                                  Senior Vice President, Human\n                                  Resources and Corporate Affairs\n\n\n                                \/s\/ Charles R. Perrin\n                                    Charles. Perrin \n\n\n\n3\n\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6822],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9544],"class_list":["post-40609","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-avon-products-inc","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40609","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=40609"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40609"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40609"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40609"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}