{"id":40612,"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-stanley-c-gault.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-avon-products-inc-and-stanley-c-gault","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-agreement-avon-products-inc-and-stanley-c-gault.html","title":{"rendered":"Stock Option Agreement &#8211; Avon Products Inc. and Stanley C. Gault"},"content":{"rendered":"<pre>\n\n\n\n                              STANLEY C. GAULT\n\n                          STOCK OPTION AGREEMENT\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') as of \nNovember 4, 1999 has granted to Stanley C. Gault (the 'Optionee') non-\nqualified options to purchase from the Company a total of 200,000 \nshares of Common Stock of the Company at the exercise price of $29.625 \nper share (the 'Option').  This Option is subject to the terms and \nconditions 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)  This Option shall be exercisable in three installments.  The \nfirst installment shall be exercisable on the first anniversary of the \nDate of Grant for 33.3% of the number of shares of Common Stock subject \nto this option.  Thereafter, on each subsequent anniversary of the \nGrant Date, an installment shall become exercisable for 33.3% and \n33.4%, respectively, of the number of shares subject to this Option \nwith the entire option fully exercisable after the third anniversary of \nthe Date of Grant.  To the extent that any of the above installments is \nnot exercised when it becomes exercisable, it shall not expire, but \nshall continue to be exercisable at any time thereafter until this \nOption shall terminate, expire or be surrendered.  An exercise shall be \nfor whole shares only. \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 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 \n(ii) the highest cash tender offer price for a share of Stock during \nsuch period.  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 \nequivalent of such offer. \n\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 \n      price 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 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 \nand may not be exercised to any extent by the Optionee as of the first \nto occur of the following events:\n\n     (a)  The tenth anniversary of the Date of Grant; or \n\n     (b)  The second anniversary of the date of the Optionee's \n          death; or\n\n     (c)  the date that is ninety days after the optionee resigns as\n          Chairman of the Board if prior to May 4, 2000 and if such\n          resignation is without the consent of the Board of \n          Directors.\n\n          In the event of Termination of Employment because of death,\nthe entire Option shall immediately become exercisable as to all \nshares, notwithstanding Section 2(a) of this Agreement. \n\n\n\n     4.  Tax Withholding.  No distribution of shares may be made to \nthe Optionee 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 \nexercise and may include (i) payment by check, or (ii) use of a \n'cashless exercise' using a broker-dealer in a manner similar to that \ndescribed in Section 2(c)(ii) hereof.  The method of withholding shall \nbe subject to such rules as the Company may adopt from time to time.  \nIt is recognized by both parties that, based on current laws, the \ndifference between the Fair Market Value of the shares purchased by an \noption exercise and the exercise price of such shares generally will \nconstitute ordinary taxable income for federal income tax purposes and \nfor most state and 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 \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 \nthe Plan 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.  Non-alienation of Benefits\n     c.  Choice of Law\n\n\n                                 AVON PRODUCTS, INC.\n\n\n                                 _____________________________\n                                 Andrea Jung,\n                                 President and Chief Executive Officer\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-40612","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\/40612","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=40612"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40612"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40612"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40612"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}