{"id":40611,"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-james-e-preston.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-avon-products-inc-and-james-e-preston","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-agreement-avon-products-inc-and-james-e-preston.html","title":{"rendered":"Stock Option Agreement &#8211; Avon Products Inc. and James E. Preston"},"content":{"rendered":"<pre>\n\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     1.  Grant of Option.  Pursuant to the provisions of the Avon \nProducts, Inc. 1993 Stock Incentive Plan (the 'Plan'), Avon Products, \nInc. (the 'Company'), on the above date has granted to James E. Preston \n(the 'Optionee') the right and option to purchase from the Company a \ntotal of One Hundred and Fifty-Five Thousand and Five Hundred and Thirty \n(155,530) shares of Common Stock of the Company at the exercise price of \n$60.50 per share (the 'Option').  This Option is subject to the terms \nand conditions of the Plan and those set forth in this Agreement.  All \ncapitalized terms used herein shall have the meaning set forth in the \nPlan, unless the context requires a different meaning.\n\n     2.  Exercise of Option\n\n         (a)  Except as otherwise provided in this Agreement, this \nOption shall be exercisable in its entirety commencing May 6, 1999 and \nshall continue to be exercisable, in whole or in part, subject to the \nterms of Section 3 hereof.  The Option may become exercisable at a date \nearlier than May 6, 1999 in the event of the Optionee's termination of \nemployment due to death, permanent disability, involuntary termination \nby the Company other than for cause, or voluntary termination with the \nconsent of the Company's Board of Directors.  Except in the case of \ndeath, however, this Option may not be exercisable prior to December 10, \n1998.\n\n         (b)  In accordance with the Plan, this entire Option shall be\nimmediately cashed out effective as of the date of any 'Change in \nControl', regardless of whether or not otherwise exercisable.  For this \npurpose, the 'Change in Control Price' shall be the higher of (i) the \nhighest price paid for a share of Stock as reported on the New York \nStock Exchange Composite Tape during the 12 month period ending with the \neffective date of Change in Control or (ii) the highest cash tender \noffer price for a share of Stock during such period.  In the event that \na 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         (c)  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 \nprice of 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 \nbeing exercised to a broker-dealer with whom an arrangement has been \nmade to deliver the full exercise price to the Company.  The Company may \nestablish special terms and conditions for this 'cashless' exercise, and \nat any time may terminate availability 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)  December 10, 2007.\n\n         (b)  The Optionee's Termination of Employment for Cause (as \ndefined below) or the Optionee's voluntary termination of employment\nwithout consent of the Company's Board of Directors; or\n\n         (c)  The Optionee's intentional material violation of any non-\ndisclosure or non-compete covenant applicable to the Optionee              \nas set forth in his employment agreement.\n\n             Retirement prior to attainment of age 66 shall be deemed to\nconstitute voluntary termination of employment for purposes of this\nAgreement.  'Permanent Disability' shall have the same meaning as that\nprovided by the Company's Long Term Disability Plan regardless of \nwhether or not the Optionee is covered by such a plan.\n\n            'Cause' shall have the same meaning as that provided by the\nOptionee's employment agreement dated as of November 1, 1995.\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 such \nwithholding\n\n\nobligation shall be elected with the notice of exercise and may include \n(i) payment by check or (ii) use of a 'cashless exercise' using a \nbroker-dealer in a manner similar to that described in Section 2(c)(ii) \nhereof.  The method of withholding shall be subject to such rules as the \nCommittee may adopt from time-to-time.  It is recognized by both parties \nthat, based on current laws, the difference between the Fair Market \nValue of the shares purchased by an option exercise and the exercise \nprice of such shares generally will constitute ordinary taxable income \nfor federal income and 'Medicare' tax purposes and for most state and \nlocal 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 \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                                        AVON PRODUCTS, INC.\n\n\n\n\n\/s\/ James E. Preston                      \/s\/ Ward M. Miller, Jr.\nJames E. Preston                          Ward M. Miller, Jr.\n                                          Senior Vice President, General\n                                          Counsel and Secretary\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-40611","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\/40611","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=40611"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40611"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40611"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40611"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}