{"id":40610,"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-perrin2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-avon-products-inc-and-charles-r-perrin2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-agreement-avon-products-inc-and-charles-r-perrin2.html","title":{"rendered":"Stock Option Agreement &#8211; Avon Products Inc. and Charles R. Perrin"},"content":{"rendered":"<pre>\n                            AVON PRODUCTS, INC. \n                            1993 STOCK INCENTIVE PLAN\n\n                            STOCK OPTION AGREEMENT\n\n\n                           DATE OF GRANT:  DECEMBER 10, 1997\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 100,000 shares of\nCommon Stock of the Company at the exercise price of $60.50 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     This option shall be in two sections having different exercise\nrights, with Option Grant A covering 37,500 shares and Option Grant B\ncovering 62,500 shares.  \n\n     (a)  Option Grant A (37,500 shares)   This Option shall be\nexercisable in three installments of 12,500 shares each.  The first\ninstallment shall be exercisable on December 10, 1998, the second on\nDecember 10, 1999 and the third on December 10, 2000, with all 37,500\nshares fully exercisable thereafter.  To the extent that any of the\nabove installments is not exercised when it becomes exercisable, it\nshall not expire, but shall continue to be exercisable at any time\nthereafter until this Option shall terminate, expire or be surrendered.\n\n     (b)  Option Grant B (62,500 shares)   This Option shall also be \nexercisable in three installments, with the first installment of 20,833\nshares exercisable on December 10, 2000.  The second installment of\n20,833 shares shall be exercisable on December 10, 2001 and the final\ninstallment of 20,834 shares exercisable on December 10, 2002, with all\n62,500 shares fully exercisable thereafter. To the extent that any of\nthe above installments is not exercised when it becomes exercisable, it\nshall not expire, but shall continue to be exercisable at any time\nthereafter until this Option shall terminate, expire or be surrendered\n\n\n     (c)  In accordance with the Plan this entire Option (both portions) \nshall be immediately 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\nreported on the New York Stock Exchange Composite Tape during the 12\nmonth period ending with the effective date of Change in Control or (ii)\nthe highest cash tender offer price for a share of Stock during such\nperiod.  In the event that a tender offer for Stock consists of a\ncombination of cash and securities, the Change in Control Price \ncalculated under (ii) would be based solely on the cash price equivalent\nof such offer. \n\n     (d)  Shares may be purchased by giving the Company's Corporate\nSecretary or Assistant Secretary written notice of exercise, specifying\nthe number of shares to be purchased.  The notice of exercise shall\ndesignate one of the following methods of purchase:\n\n     (i)  tender to the Company of a check for the full exercise price\n          of the shares with respect to which such Option or portion\n          thereof is 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\n           been made to deliver the full exercise price to the Company.\n           The Company may establish special terms and conditions for\n           this 'cashless' exercise, and at any time may terminate\n           availability of this form of purchase. \n\n     3.  Expiration of Option.  The Option (both portions) shall expire\nor terminate and may not be exercised to any extent by the Optionee as\nof the first to occur 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\nof applicable 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\n     (d)  The date that is ninety days after Termination of Employment\nof the Optionee for a reason other than for Cause, death, Permanent\nDisability or Retirement.  If the Optionee's employment is involuntarily\nterminated by the Company other than for Cause, however, the option may\nbe extended for up to an additional 270 days at the discretion of the\nCompany, or\n\n     (e)  The Optionee's violation of any non-disclosure or non-compete \ncovenant applicable to the Optionee as set forth in his 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 of this\nAgreement. 'Retirement' means retirement at or after completion of five\n(5) years of service with the Company.  'Permanent Disability' shall\nhave the same meaning as that provided by the Company's Long Term \nDisability Plan regardless of whether or not the Optionee is covered by\nsuch plan. \n\n      'Cause' shall have the same meaning as that provided by the \nOptionee's employment contract.  In addition, termination for cause\nshall 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\n     4.  Tax Withholding.  No distribution of shares may be made to the \nOptionee until the Company has received all amounts required for\nfederal, state or local tax withholding.  The method of discharging\nsuch withholding obligation shall be elected with the notice of exercise\nand may include (i) payment by check, or (ii) use of a 'cashless\nexercise' using a broker-dealer in a manner similar to that described in\nSection 2(d)(ii) hereof.  The method of withholding shall be subject to\nsuch rules as the Company may adopt from time to time.  It is recognized\nby both parties that, based on current laws, the difference between the\nFair Market 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\n     5.  Notice.  Any notices required to be given hereunder to the\nCompany shall be addressed to the Secretary or Assistant Secretary of\nthe Company at the Company's headquarters offices in New York City, New\nYork.  Any notice required to be given hereunder to the Optionee shall\nbe addressed to the  Optionee at his current address shown on the\nCompany's records.  Notice shall be sent by mail, express delivery or,\nif practical, 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     IN WITNESS WHEREOF, the Company, by its duly authorized officer,\nand the Optionee, have entered this Agreement as of the Date of Grant\nfirst above written.\n\n\n\n\n\n\/S\/ Charles R. Perrin\nCharles R. Perrin\n                                           AVON PRODUCTS, INC.\n\n                                          \/s\/ Ward M. Miller\n                                          Ward M. Miller, Jr.\n                                          Senior Vice President, General \n                                          Counsel and Secretary \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-40610","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\/40610","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=40610"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40610"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40610"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40610"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}