-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, G0XhyCuqqW7m9e9sqyk8M9LMQmntwAv8SO25GeaK1VwpioDwm/v0Y6n0NT39ckb3 7ZPPO613DIAjjozrl7pRtQ== 0000950117-94-000269.txt : 19941117 0000950117-94-000269.hdr.sgml : 19941117 ACCESSION NUMBER: 0000950117-94-000269 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19941116 EFFECTIVENESS DATE: 19941205 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BRANDS CORP CENTRAL INDEX KEY: 0000797320 STANDARD INDUSTRIAL CLASSIFICATION: 3081 IRS NUMBER: 061171404 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56503 FILM NUMBER: 94560705 BUSINESS ADDRESS: STREET 1: 83 WOOSTER HEIGHTS RD BLDG 301 STREET 2: PO BOX 1911 CITY: DANBURY STATE: CT ZIP: 06813-1911 BUSINESS PHONE: 2037312300 MAIL ADDRESS: STREET 1: P.O. BOX 1911 CITY: DANBURY STATE: CT ZIP: 06813-1911 S-8 1 FBC S-8 As filed with the Securities and Exchange Commission on November , 1994 Registration No. 33- ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------------ FIRST BRANDS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 06-1171404 (State of Incorporation) (IRS Employer Identification No.) 83 WOOSTER HEIGHTS ROAD P.O. BOX 1911 DANBURY, CONNECTICUT 06813-1911 (Address of principal executive offices) FIRST BRANDS CORPORATION 1994 PERFORMANCE STOCK OPTION AND INCENTIVE PLAN (Full Title of Plan) J. BRUCE IPE, ESQ. Vice President, General Counsel FIRST BRANDS CORPORATION 83 Wooster Heights Road P.O. Box 1911 Danbury, CT 06813-1911 (203) 731-2305 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF OFFERING AGGREGATE SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING AMOUNT OF REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE -------------------------------------------------------------------------------------------------------------------------- 442,000 shs. $32.750 $14,475,500(1) $ 4,991.59(2) Common Stock, $0.01 Par Value................ 648,000 shs. $32.375 $20,979,000(1) $ 7,234.19(3) ---------------- $12,225.78 - --------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). (2) The fee with respect to the 442,000 shares of the Common Stock issuable under the 1994 Performance Stock Option and Incentive Plan upon the exercise of outstanding options is calculated on the basis of the actual per share exercise price of such outstanding stock options. (3) The fee with respect to 648,000 shares of the Common Stock issuable under the 1994 Stock Option Plan is calculated on the basis of the average of the high and low prices for the Registrant's Common Stock reported on the New York Stock Exchange-Composite Tape on November 10, 1994. PART I The documents containing the information concerning the First Brands Corporation 1994 Performance Stock Option and Incentive Plan (the 'Plan') of First Brands Corporation, a Delaware corporation, specified in Item 1 of the Form S-8 Registration Statement under the Securities Act of 1933, are not being filed as part of this Registration Statement in accordance with the Note to Part I of Form S-8 Registration Statement but will be sent to eligible employees under the Plan in accordance with Rule 428 under the Securities Act. I-1 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by First Brands Corporation, a Delaware corporation (the 'Corporation'), with the Securities and Exchange Commission (the 'Commission') are incorporated in this Registration Statement by reference: 1. The Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 1994 (the '1994 10-K'); 2. The Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. 3. The Corporation's Current Report on Form 8-K dated August 26, 1994. 4. The description of the Corporation's Common Stock, $0.01 par value (the 'Common Stock'), contained in its Registration Statement filed under Section 12 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), including all amendments and reports updating such description. All documents subsequently filed by the Corporation with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the Plan meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (the 'Securities Act'). EXPERTS The consolidated financial statements and schedules of First Brands Corporation and subsidiaries as of June 30, 1994 and June 30, 1993 and for each of the years in the three year period ended June 30, 1994, included in the First Brands Corporation 1994 Annual Report on Form 10-K, have been audited by KPMG Peat Marwick LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. The report of KPMG Peat Marwick LLP covering the June 30, 1994 II-1 financial statements refers to a change in the Corporation's method of accounting for post retirement benefits other than Pensions by adopting Statement of Financial Accounting Standards No. 106, 'Employer's Accounting for Post Retirement Benefits other than Pensions.' Such consolidated financial statements and schedules are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. With respect to the unaudited condensed consolidated interim financial information of First Brands Corporation and subsidiaries for the quarter ended September 30, 1994, incorporated by reference herein, KPMG Peat Marwick LLP has reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report included in First Brands Corporation's quarterly report on Form 10-Q for the quarter ended September 30, 1994, incorporated by reference herein, states that they did not audit and they do not express an opinion on that condensed consolidation interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. KPMG Peat Marwick LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited condensed consolidated interim financial information because such report is not considered a 'report' or a 'part' of the Registration Statement prepared or certified by the accountant within the meaning of Sections 7 and 11 of the Securities Act of 1933. The financial statements incorporated herein by reference to all documents subsequently filed by First Brands Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are or will be so incorporated in reliance upon the reports of KPMG Peat Marwick LLP, and any other independent public accountants, relating to such financial information, and upon the authority of such independent public accountants as experts in accounting and auditing in giving such reports to the extent that the particular firm has audited such financial statements and consented to the use of their reports thereon. ITEM 4. DESCRIPTION OF SECURITIES The class of securities to be offered under this Registration Statement is registered under Section 12 of the Exchange Act. II-2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the Common Stock to which this Registration Statement relates has been passed upon for the Corporation by J. Bruce Ipe, Vice President and General Counsel of the Corporation. Mr. Ipe is paid a salary by the Corporation, participates in benefit plans of the Corporation, including the Plan, and owns directly or indirectly 45,600 shares of the Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Corporation's by-laws provide for indemnification by the Corporation of its directors and officers to the full extent permitted by the General Corporation Law of the State of Delaware (the 'Delaware Law'). The Corporation is empowered by Section 145 of the Delaware Law, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys' fees), judgements, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person was or is made a party by reason of his being or having been a director, officer, employee or agent of the Corporation, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation maintains a liability and indemnification policy covering officers and directors of the Corporation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The following Exhibits are filed herewith as part of this Registration Statement: Exhibit 4(a) Restated Certificate of Incorporation of the Corporation, as amended by consent of the stockholders of the Corporation as of April 11, 1991. Incorporated by reference to Exhibit 3.1 to Form 10-K filed by the Corporation on September 25, 1992.
II-3 Exhibit 4(b) By-Laws of the Corporation, as amended by consent of the stockholders of the Corporation as of April 11, 1991. Incorporated by reference to Exhibit 3.2 to Form 10-K filed by the Corporation on September 25, 1992. Exhibit 4(c) First Brands Corporation 1994 Performance Stock Option and Incentive Plan. Incorporated by reference to Exhibit A to the Definitive Proxy Statement for Annual Meeting of Stockholders, filed by the Corporation on September 28, 1993. Exhibit 4(d) Form of Option Agreement: Combination Time-Based and Performance-Based Vesting Insider Form. Exhibit 4(e) Form of Option Agreement: Combination Time-Based and Performance-Based Vesting Non-Insider Form. Exhibit 4(f) Form of Option Agreement: Time-Based Vesting Non-Insider Form. Exhibit 4(g) Form of Option Agreement: Performance-Based Vesting Insider Form. Exhibit 4(h) Form of Option Agreement: Performance-Based Vesting Non-Insider Form. Exhibit 5 Opinion of J. Bruce Ipe, Vice President and General Counsel of the Corporation, as to the legality of the securities being registered. Exhibit 15 Letter re unaudited interim financial information of KPMG Peat Marwick LLP (included in Consent of KPMG Peat Marwick LLP filed as Exhibit 23(a). Exhibit 23(a) Consent of KPMG Peat Marwick LLP. Exhibit 23(b) Consent of J. Bruce Ipe, Vice President and General Counsel of the Corporation, to the use of his opinion as an exhibit to this Registration Statement (included in his opinion filed as Exhibit 5).
ITEM 9. UNDERTAKINGS (a) The Corporation hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) II-4 which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the Plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Corporation's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. * * * (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut, on October 28, 1994. FIRST BRANDS CORPORATION By /s/ Donald A. DeSantis ................................... Donald A. DeSantis Senior Vice President, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities shown and on the dates indicated.
Signature Title Date - ------------------------------------------ ----------------------------------------------- ----------------- /s/ Alan C. Egler ......................................... Director October 28, 1994 Alan C. Egler /s/ James R. Maher ......................................... Director October 28, 1994 James R. Maher /s/ Dwight C. Minton ......................................... Director October 28, 1994 Dwight C. Minton /s/ Denis Newman ......................................... Director October 28, 1994 Denis Newman /s/ Ervin R. Shames ......................................... Director October 28, 1994 Ervin R. Shames
II-6
Signature Title Date - ------------------------------------------ ----------------------------------------------- ----------------- /s/ Gary E. Gardner ......................................... Director October 28, 1994 Gary E. Gardner /s/ James R. Mcmanus ......................................... Director October 28, 1994 James R. Mcmanus /s/ Alfred E. Dudley ......................................... Chairman and Director October 28, 1994 Alfred E. Dudley /s/ William V. Stephenson ......................................... President, Chief Executive Officer and Director October 28, 1994 William V. Stephenson (Principal Executive Officer) /s/ Donald A. Desantis ......................................... Senior Vice President, Chief Financial Officer October 28, 1994 Donald A. Desantis and Treasurer (Principal Financial and Accounting Officer)
II-7 EX-4 2 EXHIBIT 4D EXHIBIT 4(d) 9/8/94 COMBINATION TIME-BASED AND PERFORMANCE-BASED VESTING INSIDER FORM FIRST BRANDS CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT is made as of the 9th day of August, 1994, by and between FIRST BRANDS CORPORATION (the 'Company'), a Delaware corporation having its headquarters in Danbury, Connecticut, and , an employee of the Company ('Optionee'). ARTICLE 1 RECITALS 1.1 Optionee is an employee of the Company, and the Company desires to provide Optionee with an increased incentive to achieve long-range corporate objectives and to participate in the long-term growth and financial success of the Company. 1.2 In order to provide such an increased incentive to its employees, the Company has adopted the First Brands Corporation 1994 Performance Stock Option and Incentive Plan (the 'Plan'). 1.3 The Company desires to grant to Optionee under the Plan stock options that do not qualify as 'incentive stock options' within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended (the 'Code'). 1.4 The terms of the Plan are incorporated by reference herein in their entirety, and capitalized terms used in this Agreement, unless otherwise defined herein, shall have the respective meanings given to such terms in the Plan. ARTICLE 2 OPTION GRANT 2.1 Grant. The Company hereby grants to Optionee, subject to the provisions of this Agreement, the right and option to purchase up to, but not exceeding in the aggregate, shares of the Common Stock of the Company, par value $.01 per share (the 'Common Stock'), for the period beginning on August 9, 1994 and ending on August 8, 2004 (the 'Option Term'), at the option price of $32.750 per share. 2.2 Nonqualified Options. The options granted hereunder (the 'Options') shall be Nonqualified Options and are not intended to qualify as 'incentive stock options' within the meaning of Section 422 of the Code. ARTICLE 3 EXERCISE AND WITHHOLDING 3.1 (a) Vesting. The Options shall consist of two portions, a time-based portion in respect of shares of Common Stock (the 'Time-Based Portion') and a performance-based portion in respect of the remaining shares of Common Stock (the 'Performance-Based Portion'). The Time-Based Portion shall become exercisable ('vest') on August 8, 1996. The Performance-Based Portion shall vest upon the earlier of (i) the last day of the first period of ten consecutive trading days following the date hereof during which the Fair Market Value per share exceeds $42.00 or (ii) August 8, 2003. There will not be any partial vesting of either the Time-Based Portion or the Performance-Based Portion prior to the respective vesting dates set forth above. (b) Acceleration of Vesting. All Options shall become immediately exercisable (i) upon the death, Disability or Retirement of Optionee, and (ii) upon the occurrence of a Change of Control of the Company. (c) Restriction on Vesting. Except in the case of the death or Disability of Optionee, no part of the Options shall vest until at least six months have elapsed after the date of this Agreement. (d) Exercise. Once Options have vested, they may be exercised at any time and from time to time during the Option Term (except as set forth in Article 4 hereof). 3.2 Method of Exercise. Options shall be exercised by Optionee by delivering to the Company a Notice in the form set forth as Exhibit A hereto, together with a check payable to the order of the Company and/or shares of Common Stock, with a stock power executed in blank, equal in value to the option price of the shares being purchased. Shares of Common Stock surrendered in exercise of all of any portion of the Option shall be valued at their Fair Market Value on the date of exercise. Active employees may also use the 'Cashless Exercise Program' which was 2 announced to Optionees on June 11, 1991. A copy is attached as Exhibit B to this Agreement. 3.3 Compliance with Securities Laws. Optionee shall deliver to the Company at the time all or any portion of the Options is exercised any additional evidence as the Company may deem necessary to establish that such exercise is in compliance with all applicable securities laws. 3.4 (a) Tax Withholding. The Company shall notify Optionee of the amount of withholding tax, if any, which must be paid under federal and, where applicable, state and local law upon exercise of Options. The Company shall have the right to require Optionee to pay such withholding taxes in either of the following two ways: (i) Cash. Such payment may be made in cash, through withholding from Optionee's salary or otherwise, or (ii) Common Stock. At the election of Optionee, subject to the approval of the Compensation Committee of the Board of Directors of the Company (the 'Committee'), such payment may be made, in whole or in part, in shares of Common Stock. (b) Payment in Shares of Common Stock. Payment of withholding taxes in shares of Common Stock may be made in any of the following three ways, at the election of Optionee, subject to the approval of the Committee, and compliance with such limitations, conditions and restrictions as the Committee may impose, or by a combination of any of such ways: (i) Surrender of Options. Optionee may have shares withheld from shares otherwise issuable to Optionee in connection with the exercise of all or any portion of the Options; (ii) Previously Acquired Shares. Optionee may deliver previously acquired shares to the Company prior to transfer to Optionee of shares issuable in connection with the exercise of all or any portion of the Options; or (iii) Tender Back of Shares. Optionee may tender back shares to the Company from shares issued to Optionee in connection with the exercise of all or any portion of the Options. (c) Valuation. Shares so withheld, delivered or tendered back shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined (the 'Tax Date'). The tax withholding obligations that may be paid by such withholding of shares otherwise issuable in connection with 3 the exercise of all or any portion of the Options or the delivery of shares held less than six months may not exceed the minimum withholding requirements imposed by law. The tax withholding obligations that may be paid by the delivery or tender back of shares held by the Optionee for six months or longer may exceed the Optionee's tax obligations associated with the transaction, including any related FICA obligations, determined based upon the Optionee's maximum marginal tax rate. Solely for the purposes of this Section 3.4(c), the six-month period with respect to any restricted stock granted under the Plan or the Company's 1989 Long-Term Incentive Plan and used by Optionee to pay a tax withholding obligation shall begin upon the lapse of the applicable restrictions. (d) Election. Optionee's election to have withheld shares of Common stock that are otherwise issuable, or to deliver or tender back shares, shall be in writing, shall be irrevocable and shall be delivered to the Company prior to the Tax Date. Such election shall be subject to the approval of the Committee. If Optionee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), such election (i) shall, unless otherwise approved by the Committee, be delivered to the Company (x) at least six months prior to the Tax Date or (y) during a 'window' period as described in Rule 16b-3(e)(3) under the Exchange Act, and (ii) shall not be made within six months after the grant of the Options, except that this limitation shall not apply in the event Optionee dies or becomes Disabled prior to the expiration of such six-month period. ARTICLE 4 TERMINATION OF EMPLOYMENT 4.1 Termination for Reasons Other than Disability, Retirement or Death. If Optionee's employment by the Company shall terminate for any reason other than Disability or Retirement, or death, all Options which are unexercised on the date of termination of employment shall expire and cease to be exercisable on the earlier of (i) sixty days following the date of such termination of employment, or (ii) the expiration of the Option Term. The Committee, in its sole discretion, may notify Optionee prior to the date of expiration of such Options that any or all of such Options shall remain exercisable for a particular period of time following such date. 4.2 Retirement. Upon Optionee's Retirement, all Options may be exercised at any time and from time to time for a period ending on the earlier of (i) two years following the date of Optionee's Retirement or (ii) the expiration of the Option Term. 4 4.3 Death. Upon Optionee's death, Optionee's executors, administrators, or any person or persons to whom Options have been transferred by will or by the laws of descent and distribution, shall have the right at any time and from time to time to exercise such Options for a period ending on the earlier of (i) two years following the date of Optionee's death or (ii) the expiration of the Option Term. 4.4 Disability. Upon Optionee's Disability, all Options may be exercised at any time and from time to time by Optionee or his guardian or legal representative for a period ending on the earlier of (i) two years from the date such Disability occurred, or (ii) the expiration of the Option Term. ARTICLE 5 LIMITED STOCK APPRECIATION RIGHTS 5.1 Grant. The Company hereby grants to Optionee, in tandem with the options granted under Article 2 hereof, limited stock appreciation rights ('LSARs') with respect to that number of shares of the Common Stock as to which options are granted under Article 2 hereof. 5.2 Exercise. Upon the occurrence of a Change of Control of the Company (as hereinafter defined), all LSARs granted more than six months prior to such Change of Control shall immediately and without any action or discretion on the part of Optionee, be exercised. Upon the exercise of an LSAR, the option to which such LSAR relates shall terminate and shall no longer be exercisable. 5.3 Payment. The exercise of an LSAR shall entitle Optionee to receive from the Company an amount equal to the excess of the Fair Market Value (as defined in the Plan) on the date of such exercise of a share of the Common Stock of the Company and the option price of the option to which such LSAR relates. Such amount shall be paid by the Company to Optionee in cash on or promptly following the date of exercise of the LSAR. 5.4 Change of Control. For the purposes hereof, 'Change of Control' shall mean (i) a merger of the Company into or with another entity, other than a merger in which the former stockholders of the Company own immediately following the transaction more than 50% of the total combined voting rights of all classes of stock of the surviving entity having voting rights or convertible into stock having voting rights; (ii) the sale or other disposition of all or substantially all of the assets of the Company; (iii) the sale or other disposition (except by means of a registered public offering of the Common Stock of the Company on a form other than Form S-4 or any successor form) of 5 an amount of stock comprising more than 50% of the total combined voting rights of all classes of stock having voting rights or convertible into stock having voting rights; (iv) the liquidation or dissolution of the Company; or (v) a change in the composition of the Board of Directors of the Company such that at any time a majority of the Board of Directors have been members of the Board of Directors for less than twenty-four months, and the appointment or election of such new members of the Board of Directors was not endorsed by at least three-fourths of the directors who were members of the Board of Directors at the beginning of such twenty-four month period. ARTICLE 6 MISCELLANEOUS 6.1 Change in Common Stock. In the event of any change in the outstanding shares of the Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, reclassification, spin-off, merger, consolidation, combination or exchange of shares or other similar corporate change, or in the event of any special distribution to stockholders (other than a normal cash dividend), then the Committee shall make such adjustment or substitution in the kind and number of shares and prices per share applicable to the Options as the Committee determines to be equitable and appropriate. 6.2 No Rights as Stockholder. Nothing contained in this Agreement or in the Plan shall be deemed to confer upon Optionee any right to prevent or to approve or vote upon any of the corporate actions described in this Article 6. The existence of the Options shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which Options shall not have been exercised as herein provided, and until such shares have been issued to Optionee by the Company hereunder. 6.3 Optionee. Whenever the word 'Optionee' is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom 6 options may be transferred by will or by the laws of descent and distribution, the word 'Optionee' shall be deemed to include such person or persons. 6.4 No Transferability. The Options are not transferable by Optionee otherwise than by will or the laws of descent and distribution and are exercisable during Optionee's lifetime only by him or his guardian or legal representative. No assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any such assignment or transfer, the Options shall terminate and become of no further effect. 6.5 No Right to Employment. Nothing in this Agreement or the Plan shall confer upon Optionee any right to continue in the employ of the Company or shall affect the right of the Company to terminate the employment of Optionee with or without cause. 6.6 Registration of Shares Under Plan. The Company shall register the shares reserved for issuance under the Plan on a Form S-8 or any successor form promulgated by the Securities and Exchange Commission and shall maintain the effectiveness of such registration unless the Committee determines that maintaining such effectiveness would be impracticable or materially adverse to the interests of the Company. 6.7 Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by Optionee to the Company shall be mailed or delivered to the Company at its office at 83 Wooster Heights Road, Danbury, Connecticut 06813, and all notices or communications by the Company to Optionee may be given to Optionee personally or may be mailed to him. 6.8 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The Agreement may be amended at any time by written agreement of the parties hereto. 6.9 Governing Law. This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws. 7 6.10 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with the law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 6.11 Effect on Other Plans. Income realized by Optionee pursuant to this Agreement shall not be included in Optionee's earnings for the purpose of any benefit plan of the Company in which Optionee may be enrolled or for which Optionee may become eligible unless otherwise specifically provided for in such plan. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. OPTIONEE: FIRST BRANDS CORPORATION ...................................... By .............................. Secretary
8 EXHIBIT A EXERCISE OF STOCK OPTION FIRST BRANDS 1994 PERFORMANCE STOCK OPTION AND INCENTIVE PLAN Pursuant to the provisions of the Stock Option Agreement entered into as of August 9, 1994, between First Brands Corporation (the 'Company') and , Optionee, I hereby exercise the nonqualified stock option granted under the terms of this Agreement to the extent of shares of the Common Stock of the Company subject to the Time-Based Portion and/or shares of Common Stock of the Company subject to the Performance-Based Portion, for a total of shares (the 'Shares'). I deliver to you herewith the following in payment for the Shares: $ in cash Stock certificates for shares of Common Stock of the Company Cashless Exercise Program Date: ................................ .................................. Optionee .................................. Address .................................. Social Security Number
EXHIBIT B FIRST BRANDS CORPORATION CASHLESS EXERCISE OF STOCK OPTIONS Participants in the First Brands Stock Option Programs who are actively employed may sell option shares without tendering cash or existing shares in advance for payment of the option price to the Company. In this process, participants essentially assign the rights to sell their option shares to Lehman Brothers who in return are required to pay the proceeds to First Brands. The Company then uses our payroll system to withhold applicable federal, state and local taxes, brokerage and transaction fees. The option price is deducted from the proceeds and the optionee receives a check from the Cashier's Department. To initiate a transaction under this procedure the optionee must execute two forms (which are available from Lisa Hull, Shareholder Relations Administrator, in Danbury, extension 2581) by 12:00 noon on the date the option is to be exercised. Forms received after 12:00 noon will be processed in the next day's trading. All option shares sold will be at the current market price at the time of the sale. Proceeds will be paid to the optionee after the funds have cleared the brokerage accounts and have been wired to the Company. Brokerage fees charged by Lehman Brothers will be at their discounted rates. If you have any questions about this procedure or would like to request exercise forms, please call Lisa Hull in Danbury on extension 2581. EX-4 3 EXHIBIT 4E EXHIBIT 4(e) 9/8/94 COMBINATION TIME-BASED AND PERFORMANCE-BASED VESTING NON-INSIDER FORM FIRST BRANDS CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT is made as of the 9th day of August, 1994, by and between FIRST BRANDS CORPORATION (the 'Company'), a Delaware corporation having its headquarters in Danbury, Connecticut, and , an employee of the Company ('Optionee'). ARTICLE 1 RECITALS 1.1 Optionee is an employee of the Company, and the Company desires to provide Optionee with an increased incentive to achieve long-range corporate objectives and to participate in the long-term growth and financial success of the Company. 1.2 In order to provide such an increased incentive to its employees, the Company has adopted the First Brands Corporation 1994 Performance Stock Option and Incentive Plan (the 'Plan'). 1.3 The Company desires to grant to Optionee under the Plan stock options that do not qualify as 'incentive stock options' within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended (the 'Code'). 1.4 The terms of the Plan are incorporated by reference herein in their entirety, and capitalized terms used in this Agreement, unless otherwise defined herein, shall have the respective meanings given to such terms in the Plan. ARTICLE 2 OPTION GRANT 2.1 Grant. The Company hereby grants to Optionee, subject to the provisions of this Agreement, the right and option to purchase up to, but not exceeding in the aggregate, shares of the Common Stock of the Company, par value $.01 per share (the 'Common Stock'), for the period beginning on August 9, 1994 and ending on August 8, 2004 (the 'Option Term'), at the option price of $32.750 per share. 2.2 Nonqualified Options. The options granted hereunder (the 'Options') shall be Nonqualified Options and are not intended to qualify as 'incentive stock options' within the meaning of Section 422 of the Code. ARTICLE 3 EXERCISE AND WITHHOLDING 3.1 (a) Vesting. The Options shall consist of two portions, a time-based portion in respect of shares of Common Stock (the 'Time-Based Portion') and a performance-based portion in respect of the remaining shares of Common Stock (the 'Performance-Based Portion'). The Time-Based Portion shall become exercisable ('vest') on August 8, 1996. The Performance-Based Portion shall vest upon the earlier of (i) the last day of the first period of ten consecutive trading days following the date hereof during which the Fair Market Value per share exceeds $42.00 or (ii) August 8, 2003. There will not be any partial vesting of either the Time-Based Portion or the Performance-Based Portion prior to the respective vesting dates set forth above. (b) Acceleration of Vesting. All Options shall become immediately exercisable (i) upon the death, Disability or Retirement of Optionee, and (ii) upon the occurrence of a Change of Control of the Company. (c) Exercise. Once Options have vested, they may be exercised at any time and from time to time during the Option Term (except as set forth in Article 4 hereof). 3.2 Method of Exercise. Options shall be exercised by Optionee by delivering to the Company a Notice in the form set forth as Exhibit A hereto, together with a check payable to the order of the Company and/or shares of Common Stock, with a stock power executed in blank, equal in value to the option price of the shares being purchased. Shares of Common Stock surrendered in exercise of all of any portion of the Option shall be valued at their Fair Market Value on the date of exercise. Active employees may also use the 'Cashless Exercise Program' which was announced to Optionees on June 11, 1991. A copy is attached as Exhibit B to this Agreement. 2 3.3 Compliance with Securities Laws. Optionee shall deliver to the Company at the time all or any portion of the Options is exercised any additional evidence as the Company may deem necessary to establish that such exercise is in compliance with all applicable securities laws. 3.4 (a) Tax Withholding. The Company shall notify Optionee of the amount of withholding tax, if any, which must be paid under federal and, where applicable, state and local law upon exercise of Options. The Company shall have the right to require Optionee to pay such withholding taxes in either of the following two ways: (i) Cash. Such payment may be made in cash, through withholding from Optionee's salary or otherwise, or (ii) Common Stock. At the election of Optionee, subject to the approval of the Compensation Committee of the Board of Directors of the Company (the 'Committee'), such payment may be made, in whole or in part, in shares of Common Stock. (b) Payment in Shares of Common Stock. Payment of withholding taxes in shares of Common Stock may be made in any of the following three ways, at the election of Optionee, subject to the approval of the Committee, and compliance with such limitations, conditions and restrictions as the Committee may impose, or by a combination of any of such ways: (i) Surrender of Options. Optionee may have shares withheld from shares otherwise issuable to Optionee in connection with the exercise of all or any portion of the Options; (ii) Previously Acquired Shares. Optionee may deliver previously acquired shares to the Company prior to transfer to Optionee of shares issuable in connection with the exercise of all or any portion of the Options; or (iii) Tender Back of Shares. Optionee may tender back shares to the Company from shares issued to Optionee in connection with the exercise of all or any portion of the Options. (c) Valuation. Shares so withheld, delivered or tendered back shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined (the 'Tax Date'). The tax withholding obligations that may be paid by such withholding of shares otherwise issuable in connection with the exercise of all or any portion of the Options or the delivery of shares held less than six months may not exceed the minimum withholding requirements imposed by law. The tax withholding 3 obligations that may be paid by the delivery or tender back of shares held by the Optionee for six months or longer may exceed the Optionee's tax obligations associated with the transaction, including any related FICA obligations, determined based upon the Optionee's maximum marginal tax rate. Solely for the purposes of this Section 3.4(c), the six-month period with respect to any restricted stock granted under the Plan or the Company's 1989 Long-Term Incentive Plan and used by Optionee to pay a tax withholding obligation shall begin upon the lapse of the applicable restrictions. (d) Election. Optionee's election to have withheld shares of Common stock that are otherwise issuable, or to deliver or tender back shares, shall be in writing, shall be irrevocable and shall be delivered to the Company prior to the Tax Date. Such election shall be subject to the approval of the Committee. ARTICLE 4 TERMINATION OF EMPLOYMENT 4.1 Termination for Reasons Other than Disability, Retirement or Death. If Optionee's employment by the Company shall terminate for any reason other than Disability or Retirement, or death, all Options which are unexercised on the date of termination of employment shall expire and cease to be exercisable on the earlier of (i) sixty days following the date of such termination of employment, or (ii) the expiration of the Option Term. The Committee, in its sole discretion, may notify Optionee prior to the date of expiration of such Options that any or all of such Options shall remain exercisable for a particular period of time following such date. 4.2 Retirement. Upon Optionee's Retirement, all Options may be exercised at any time and from time to time for a period ending on the earlier of (i) two years following the date of Optionee's Retirement or (ii) the expiration of the Option Term. 4.3 Death. Upon Optionee's death, Optionee's executors, administrators, or any person or persons to whom Options have been transferred by will or by the laws of descent and distribution, shall have the right at any time and from time to time to exercise such Options for a period ending on the earlier of (i) two years following the date of Optionee's death or (ii) the expiration of the Option Term. 4.4 Disability. Upon Optionee's Disability, all Options may be exercised at any time and from time to time by Optionee or his guardian or legal representative for a period ending on the earlier of (i) two years from the date such Disability occurred, or (ii) the expiration of the Option Term. 4 ARTICLE 5 MISCELLANEOUS 5.1 Change in Common Stock. In the event of any change in the outstanding shares of the Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, reclassification, spin-off, merger, consolidation, combination or exchange of shares or other similar corporate change, or in the event of any special distribution to stockholders (other than a normal cash dividend), then the Committee shall make such adjustment or substitution in the kind and number of shares and prices per share applicable to the Options as the Committee determines to be equitable and appropriate. 5.2 No Rights as Stockholder. Nothing contained in this Agreement or in the Plan shall be deemed to confer upon Optionee any right to prevent or to approve or vote upon any of the corporate actions described in this Article 6. The existence of the Options shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which Options shall not have been exercised as herein provided, and until such shares have been issued to Optionee by the Company hereunder. 5.3 Optionee. Whenever the word 'Optionee' is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom options may be transferred by will or by the laws of descent and distribution, the word 'Optionee' shall be deemed to include such person or persons. 5.4 No Transferability. The Options are not transferable by Optionee otherwise than by will or the laws of descent and distribution and are exercisable during Optionee's lifetime only by him or his guardian or legal representative. No assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution), shall vest in the assignee or transferee any 5 interest or right herein whatsoever, but immediately upon any such assignment or transfer, the Options shall terminate and become of no further effect. 5.5 No Right to Employment. Nothing in this Agreement or the Plan shall confer upon Optionee any right to continue in the employ of the Company or shall affect the right of the Company to terminate the employment of Optionee with or without cause. 5.6 Registration of Shares Under Plan. The Company shall register the shares reserved for issuance under the Plan on a Form S-8 or any successor form promulgated by the Securities and Exchange Commission and shall maintain the effectiveness of such registration unless the Committee determines that maintaining such effectiveness would be impracticable or materially adverse to the interests of the Company. 5.7 Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by Optionee to the Company shall be mailed or delivered to the Company at its office at 83 Wooster Heights Road, Danbury, Connecticut 06813, and all notices or communications by the Company to Optionee may be given to Optionee personally or may be mailed to him. 5.8 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The Agreement may be amended at any time by written agreement of the parties hereto. 5.9 Governing Law. This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws. 5.10 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with the law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 5.11 Effect on Other Plans. Income realized by Optionee pursuant to this Agreement shall not be included in Optionee's 6 earnings for the purpose of any benefit plan of the Company in which Optionee may be enrolled or for which Optionee may become eligible unless otherwise specifically provided for in such plan. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. OPTIONEE: FIRST BRANDS CORPORATION ...................................... By .............................. Secretary
7 EXHIBIT A EXERCISE OF STOCK OPTION FIRST BRANDS 1994 PERFORMANCE STOCK OPTION AND INCENTIVE PLAN Pursuant to the provisions of the Stock Option Agreement entered into as of August 9, 1994, between First Brands Corporation (the 'Company') and , Optionee, I hereby exercise the nonqualified stock option granted under the terms of this Agreement to the extent of shares of the Common Stock of the Company subject to the Time-Based Portion and/or shares of Common Stock of the Company subject to the Performance-Based Portion, for a total of shares (the 'Shares'). I deliver to you herewith the following in payment for the Shares: $ in cash Stock certificates for shares of Common Stock of the Company Cashless Exercise Program Date: ................................ .................................. Optionee .................................. Address .................................. Social Security Number
EXHIBIT B FIRST BRANDS CORPORATION CASHLESS EXERCISE OF STOCK OPTIONS Participants in the First Brands Stock Option Programs who are actively employed may sell option shares without tendering cash or existing shares in advance for payment of the option price to the Company. In this process, participants essentially assign the rights to sell their option shares to Lehman Brothers who in return are required to pay the proceeds to First Brands. The Company then uses our payroll system to withhold applicable federal, state and local taxes, brokerage and transaction fees. The option price is deducted from the proceeds and the optionee receives a check from the Cashier's Department. To initiate a transaction under this procedure the optionee must execute two forms (which are available from Lisa Hull, Shareholder Relations Administrator, in Danbury, extension 2581) by 12:00 noon on the date the option is to be exercised. Forms received after 12:00 noon will be processed in the next day's trading. All option shares sold will be at the current market price at the time of the sale. Proceeds will be paid to the optionee after the funds have cleared the brokerage accounts and have been wired to the Company. Brokerage fees charged by Lehman Brothers will be at their discounted rates. If you have any questions about this procedure or would like to request exercise forms, please call Lisa Hull in Danbury on extension 2581. EX-4 4 EXHIBIT 4F EXHIBIT 4(f) 9/8/94 TIME-BASED VESTING NON-INSIDER FORM FIRST BRANDS CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT is made as of the 9th day of August, 1994, by and between FIRST BRANDS CORPORATION (the 'Company'), a Delaware corporation having its headquarters in Danbury, Connecticut, and , an employee of the Company ('Optionee'). ARTICLE 1 RECITALS 1.1 Optionee is an employee of the Company, and the Company desires to provide Optionee with an increased incentive to achieve long-range corporate objectives and to participate in the long-term growth and financial success of the Company. 1.2 In order to provide such an increased incentive to its employees, the Company has adopted the First Brands Corporation 1994 Performance Stock Option and Incentive Plan (the 'Plan'). 1.3 The Company desires to grant to Optionee under the Plan stock options that do not qualify as 'incentive stock options' within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended (the 'Code'). 1.4 The terms of the Plan are incorporated by reference herein in their entirety, and capitalized terms used in this Agreement, unless otherwise defined herein, shall have the respective meanings given to such terms in the Plan. ARTICLE 2 OPTION GRANT 2.1 GRANT. The Company hereby grants to Optionee, subject to the provisions of this Agreement, the right and option to purchase up to, but not exceeding in the aggregate, shares of the Common Stock of the Company, par value $.01 per share (the 'Common Stock'), for the period beginning on August 9, 1994 and ending on August 8, 2004 (the 'Option Term'), at the option price of $32.750 per share. 2.2 NONQUALIFIED OPTIONS. The options granted hereunder (the 'Options') shall be Nonqualified Options and are not intended to qualify as 'incentive stock options' within the meaning of Section 422 of the Code. ARTICLE 3 EXERCISE AND WITHHOLDING 3.1 (a) VESTING. The Options shall become exercisable ('vest') on August 8, 1996. There will not be any partial vesting of the Options prior to such date. (b) ACCELERATION OF VESTING. All Options shall become immediately exercisable (i) upon the death, Disability or Retirement of Optionee, and (ii) upon the occurrence of a Change of Control of the Company. (c) EXERCISE. Once Options have vested, they may be exercised at any time and from time to time during the Option Term (except as set forth in Article 4 hereof). 3.2 METHOD OF EXERCISE. Options shall be exercised by Optionee by delivering to the Company a Notice in the form set forth as Exhibit A hereto, together with a check payable to the order of the Company and/or shares of Common Stock, with a stock power executed in blank, equal in value to the option price of the shares being purchased. Shares of Common Stock surrendered in exercise of all of any portion of the Option shall be valued at their Fair Market Value on the date of exercise. Active employees may also use the 'Cashless Exercise Program' which was announced to Optionees on June 11, 1991. A copy is attached as Exhibit B to this Agreement. 3.3 COMPLIANCE WITH SECURITIES LAWS. Optionee shall deliver to the Company at the time all or any portion of the Options is exercised any additional evidence as the Company may deem necessary to establish that such exercise is in compliance with all applicable securities laws. 3.4 (a) TAX WITHHOLDING. The Company shall notify Optionee of the amount of withholding tax, if any, which must be paid under federal and, where applicable, state and local law upon exercise of Options. The Company shall have the right to 2 require Optionee to pay such withholding taxes in either of the following two ways: (i) CASH. Such payment may be made in cash, through withholding from Optionee's salary or otherwise, or (ii) COMMON STOCK. At the election of Optionee, subject to the approval of the Compensation Committee of the Board of Directors of the Company (the 'Committee'), such payment may be made, in whole or in part, in shares of Common Stock. (b) PAYMENT IN SHARES OF COMMON STOCK. Payment of withholding taxes in shares of Common Stock may be made in any of the following three ways, at the election of Optionee, subject to the approval of the Committee, and compliance with such limitations, conditions and restrictions as the Committee may impose, or by a combination of any of such ways: (i) SURRENDER OF OPTIONS. Optionee may have shares withheld from shares otherwise issuable to Optionee in connection with the exercise of all or any portion of the Options; (ii) PREVIOUSLY ACQUIRED SHARES. Optionee may deliver previously acquired shares to the Company prior to transfer to Optionee of shares issuable in connection with the exercise of all or any portion of the Options; or (iii) TENDER BACK OF SHARES. Optionee may tender back shares to the Company from shares issued to Optionee in connection with the exercise of all or any portion of the Options. (c) VALUATION. Shares so withheld, delivered or tendered back shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined (the 'Tax Date'). The tax withholding obligations that may be paid by such withholding of shares otherwise issuable in connection with the exercise of all or any portion of the Options or the delivery of shares held less than six months may not exceed the minimum withholding requirements imposed by law. The tax withholding obligations that may be paid by the delivery or tender back of shares held by the Optionee for six months or longer may exceed the Optionee's tax obligations associated with the transaction, including any related FICA obligations, determined based upon the Optionee's maximum marginal tax rate. Solely for the purposes of this Section 3.4(c), the six-month period with respect to any restricted stock granted under the Plan or the Company's 1989 Long-Term Incentive Plan and used by Optionee to pay a tax withholding obligation shall begin upon the lapse of the applicable restrictions. 3 (d) ELECTION. Optionee's election to have withheld shares of Common stock that are otherwise issuable, or to deliver or tender back shares, shall be in writing, shall be irrevocable and shall be delivered to the Company prior to the Tax Date. Such election shall be subject to the approval of the Committee. ARTICLE 4 TERMINATION OF EMPLOYMENT 4.1 TERMINATION FOR REASONS OTHER THAN DISABILITY, RETIREMENT OR DEATH. If Optionee's employment by the Company shall terminate for any reason other than Disability or Retirement, or death, all Options which are unexercised on the date of termination of employment shall expire and cease to be exercisable on the earlier of (i) sixty days following the date of such termination of employment, or (ii) the expiration of the Option Term. The Committee, in its sole discretion, may notify Optionee prior to the date of expiration of such Options that any or all of such Options shall remain exercisable for a particular period of time following such date. 4.2 RETIREMENT. Upon Optionee's Retirement, all Options may be exercised at any time and from time to time for a period ending on the earlier of (i) two years following the date of Optionee's Retirement or (ii) the expiration of the Option Term. 4.3 DEATH. Upon Optionee's death, Optionee's executors, administrators, or any person or persons to whom Options have been transferred by will or by the laws of descent and distribution, shall have the right at any time and from time to time to exercise such Options for a period ending on the earlier of (i) two years following the date of Optionee's death or (ii) the expiration of the Option Term. 4.4 DISABILITY. Upon Optionee's Disability, all Options may be exercised at any time and from time to time by Optionee or his guardian or legal representative for a period ending on the earlier of (i) two years from the date such Disability occurred, or (ii) the expiration of the Option Term. ARTICLE 5 MISCELLANEOUS 5.1 CHANGE IN COMMON STOCK. In the event of any change in the outstanding shares of the Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, reclassification, spin-off, merger, consolidation, combination or exchange of shares or other similar corporate change, or in the 4 event of any special distribution to stockholders (other than a normal cash dividend), then the Committee shall make such adjustment or substitution in the kind and number of shares and prices per share applicable to the Options as the Committee determines to be equitable and appropriate. 5.2 NO RIGHTS AS STOCKHOLDER. Nothing contained in this Agreement or in the Plan shall be deemed to confer upon Optionee any right to prevent or to approve or vote upon any of the corporate actions described in this Article 6. The existence of the Options shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which Options shall not have been exercised as herein provided, and until such shares have been issued to Optionee by the Company hereunder. 5.3 OPTIONEE. Whenever the word 'Optionee' is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom options may be transferred by will or by the laws of descent and distribution, the word 'Optionee' shall be deemed to include such person or persons. 5.4 NO TRANSFERABILITY. The Options are not transferable by Optionee otherwise than by will or the laws of descent and distribution and are exercisable during Optionee's lifetime only by him or his guardian or legal representative. No assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any such assignment or transfer, the Options shall terminate and become of no further effect. 5.5 NO RIGHT TO EMPLOYMENT. Nothing in this Agreement or the Plan shall confer upon Optionee any right to continue in the employ of the Company or shall affect the right of the Company to terminate the employment of Optionee with or without cause. 5 5.6 REGISTRATION OF SHARES UNDER PLAN. The Company shall register the shares reserved for issuance under the Plan on a Form S-8 or any successor form promulgated by the Securities and Exchange Commission and shall maintain the effectiveness of such registration unless the Committee determines that maintaining such effectiveness would be impracticable or materially adverse to the interests of the Company. 5.7 NOTICES. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by Optionee to the Company shall be mailed or delivered to the Company at its office at 83 Wooster Heights Road, Danbury, Connecticut 06813, and all notices or communications by the Company to Optionee may be given to Optionee personally or may be mailed to him. 5.8 ENTIRE AGREEMENT. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The Agreement may be amended at any time by written agreement of the parties hereto. 5.9 GOVERNING LAW. This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws. 5.10 SEVERABILITY. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with the law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 5.11 EFFECT ON OTHER PLANS. Income realized by Optionee pursuant to this Agreement shall not be included in Optionee's earnings for the purpose of any benefit plan of the Company in which Optionee may be enrolled or for which Optionee may become eligible unless otherwise specifically provided for in such plan. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. OPTIONEE: FIRST BRANDS CORPORATION ...................................... By ............................. Secretary
7 EXHIBIT A EXERCISE OF STOCK OPTION FIRST BRANDS 1994 PERFORMANCE STOCK OPTION AND INCENTIVE PLAN Pursuant to the provisions of the Stock Option Agreement entered into as of August 9, 1994, between First Brands Corporation (the 'Company') and , Optionee, I hereby exercise the nonqualified stock option granted under the terms of this Agreement to the extent of shares of the Common Stock of the Company (the 'Shares'). I deliver to you herewith the following in payment for the Shares: $ in cash Stock certificates for shares of Common Stock of the Company Cashless Exercise Program Date: ................................. .................................. Optionee .................................. Address .................................. Social Security Number
EXHIBIT B FIRST BRANDS CORPORATION CASHLESS EXERCISE OF STOCK OPTIONS Participants in the First Brands Stock Option Programs who are actively employed may sell option shares without tendering cash or existing shares in advance for payment of the option price to the Company. In this process, participants essentially assign the rights to sell their option shares to Lehman Brothers who in return are required to pay the proceeds to First Brands. The Company then uses our payroll system to withhold applicable federal, state and local taxes, brokerage and transaction fees. The option price is deducted from the proceeds and the optionee receives a check from the Cashier's Department. To initiate a transaction under this procedure the optionee must execute two forms (which are available from Lisa Hull, Shareholder Relations Administrator, in Danbury, extension 2581) by 12:00 noon on the date the option is to be exercised. Forms received after 12:00 noon will be processed in the next day's trading. All option shares sold will be at the current market price at the time of the sale. Proceeds will be paid to the optionee after the funds have cleared the brokerage accounts and have been wired to the Company. Brokerage fees charged by Lehman Brothers will be at their discounted rates. If you have any questions about this procedure or would like to request exercise forms, please call Lisa Hull in Danbury on extension 2581. EX-4 5 EXHIBIT 4G EXHIBIT 4(g) 9/8/94 PERFORMANCE-BASED VESTING INSIDER FORM FIRST BRANDS CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT is made as of the 9th day of August, 1994, by and between FIRST BRANDS CORPORATION (the 'Company'), a Delaware corporation having its headquarters in Danbury, Connecticut, and , an employee of the Company ('Optionee'). ARTICLE 1 RECITALS 1.1 Optionee is an employee of the Company, and the Company desires to provide Optionee with an increased incentive to achieve long-range corporate objectives and to participate in the long-term growth and financial success of the Company. 1.2 In order to provide such an increased incentive to its employees, the Company has adopted the First Brands Corporation 1994 Performance Stock Option and Incentive Plan (the 'Plan'). 1.3 The Company desires to grant to Optionee under the Plan stock options that do not qualify as 'incentive stock options' within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended (the 'Code'). 1.4 The terms of the Plan are incorporated by reference herein in their entirety, and capitalized terms used in this Agreement, unless otherwise defined herein, shall have the respective meanings given to such terms in the Plan. ARTICLE 2 OPTION GRANT 2.1 Grant. The Company hereby grants to Optionee, subject to the provisions of this Agreement, the right and option to purchase up to, but not exceeding in the aggregate, shares of the Common Stock of the Company, par value $.01 per share (the 'Common Stock'), for the period beginning on August 9, 1994 and ending on August 8, 2004 (the 'Option Term'), at the option price of $32.750 per share. 2.2 Nonqualified Options. The options granted hereunder (the 'Options') shall be Nonqualified Options and are not intended to qualify as 'incentive stock options' within the meaning of Section 422 of the Code. ARTICLE 3 EXERCISE AND WITHHOLDING 3.1 (a) Vesting. The Options shall become exercisable ('vest') upon the earlier of (i) the last day of the first period of ten consecutive trading days following the date hereof during which the Fair Market Value per share exceeds $42.00 or (ii) August 8, 2003. There will not be any partial vesting of the Options prior to the vesting date set forth above. (b) Acceleration of Vesting. All Options shall become immediately exercisable (i) upon the death, Disability or Retirement of Optionee, and (ii) upon the occurrence of a Change of Control of the Company. (c) Restriction on Vesting. Except in the case of the death or Disability of Optionee, no part of the Options shall vest until at least six months have elapsed after the date of this Agreement. (d) Exercise. Once Options have vested, they may be exercised at any time and from time to time during the Option Term (except as set forth in Article 4 hereof). 3.2 Method of Exercise. Options shall be exercised by Optionee by delivering to the Company a Notice in the form set forth as Exhibit A hereto, together with a check payable to the order of the Company and/or shares of Common Stock, with a stock power executed in blank, equal in value to the option price of the shares being purchased. Shares of Common Stock surrendered in exercise of all of any portion of the Option shall be valued at their Fair Market Value on the date of exercise. Active employees may also use the 'Cashless Exercise Program' which was announced to Optionees on June 11, 1991. A copy is attached as Exhibit B to this Agreement. 3.3 Compliance with Securities Laws. Optionee shall deliver to the Company at the time all or any portion of the Options is exercised any additional evidence as the Company may 2 deem necessary to establish that such exercise is in compliance with all applicable securities laws. 3.4 (a) Tax Withholding. The Company shall notify Optionee of the amount of withholding tax, if any, which must be paid under federal and, where applicable, state and local law upon exercise of Options. The Company shall have the right to require Optionee to pay such withholding taxes in either of the following two ways: (i) Cash. Such payment may be made in cash, through withholding from Optionee's salary or otherwise, or (ii) Common Stock. At the election of Optionee, subject to the approval of the Compensation Committee of the Board of Directors of the Company (the 'Committee'), such payment may be made, in whole or in part, in shares of Common Stock. (b) Payment in Shares of Common Stock. Payment of withholding taxes in shares of Common Stock may be made in any of the following three ways, at the election of Optionee, subject to the approval of the Committee, and compliance with such limitations, conditions and restrictions as the Committee may impose, or by a combination of any of such ways: (i) Surrender of Options. Optionee may have shares withheld from shares otherwise issuable to Optionee in connection with the exercise of all or any portion of the Options; (ii) Previously Acquired Shares. Optionee may deliver previously acquired shares to the Company prior to transfer to Optionee of shares issuable in connection with the exercise of all or any portion of the Options; or (iii) Tender Back of Shares. Optionee may tender back shares to the Company from shares issued to Optionee in connection with the exercise of all or any portion of the Options. (c) Valuation. Shares so withheld, delivered or tendered back shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined (the 'Tax Date'). The tax withholding obligations that may be paid by such withholding of shares otherwise issuable in connection with the exercise of all or any portion of the Options or the delivery of shares held less than six months may not exceed the minimum withholding requirements imposed by law. The tax withholding obligations that may be paid by the delivery or tender back of shares held by the Optionee for six months or longer may exceed the Optionee's tax obligations associated with the transaction, 3 including any related FICA obligations, determined based upon the Optionee's maximum marginal tax rate. Solely for the purposes of this Section 3.4(c), the six-month period with respect to any restricted stock granted under the Plan or the Company's 1989 Long-Term Incentive Plan and used by Optionee to pay a tax withholding obligation shall begin upon the lapse of the applicable restrictions. (d) Election. Optionee's election to have withheld shares of Common stock that are otherwise issuable, or to deliver or tender back shares, shall be in writing, shall be irrevocable and shall be delivered to the Company prior to the Tax Date. Such election shall be subject to the approval of the Committee. If Optionee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), such election (i) shall, unless otherwise approved by the Committee, be delivered to the Company (x) at least six months prior to the Tax Date or (y) during a 'window' period as described in Rule 16b-3(e)(3) under the Exchange Act, and (ii) shall not be made within six months after the grant of the Options, except that this limitation shall not apply in the event Optionee dies or becomes Disabled prior to the expiration of such six-month period. ARTICLE 4 TERMINATION OF EMPLOYMENT 4.1 Termination for Reasons Other than Disability, Retirement or Death. If Optionee's employment by the Company shall terminate for any reason other than Disability or Retirement, or death, all Options which are unexercised on the date of termination of employment shall expire and cease to be exercisable on the earlier of (i) sixty days following the date of such termination of employment, or (ii) the expiration of the Option Term. The Committee, in its sole discretion, may notify Optionee prior to the date of expiration of such Options that any or all of such Options shall remain exercisable for a particular period of time following such date. 4.2 Retirement. Upon Optionee's Retirement, all Options may be exercised at any time and from time to time for a period ending on the earlier of (i) two years following the date of Optionee's Retirement or (ii) the expiration of the Option Term. 4.3 Death. Upon Optionee's death, Optionee's executors, administrators, or any person or persons to whom Options have been transferred by will or by the laws of descent and distribution, shall have the right at any time and from time to time to exercise such Options for a period ending on the earlier 4 of (i) two years following the date of Optionee's death or (ii) the expiration of the Option Term. 4.4 Disability. Upon Optionee's Disability, all Options may be exercised at any time and from time to time by Optionee or his guardian or legal representative for a period ending on the earlier of (i) two years from the date such Disability occurred, or (ii) the expiration of the Option Term. ARTICLE 5 LIMITED STOCK APPRECIATION RIGHTS 5.1 Grant. The Company hereby grants to Optionee, in tandem with the options granted under Article 2 hereof, limited stock appreciation rights ('LSARs') with respect to that number of shares of the Common Stock as to which options are granted under Article 2 hereof. 5.2 Exercise. Upon the occurrence of a Change of Control of the Company (as hereinafter defined), all LSARs granted more than six months prior to such Change of Control shall immediately and without any action or discretion on the part of Optionee, be exercised. Upon the exercise of an LSAR, the option to which such LSAR relates shall terminate and shall no longer be exercisable. 5.3 Payment. The exercise of an LSAR shall entitle Optionee to receive from the Company an amount equal to the excess of the Fair Market Value (as defined in the Plan) on the date of such exercise of a share of the Common Stock of the Company and the option price of the option to which such LSAR relates. Such amount shall be paid by the Company to Optionee in cash on or promptly following the date of exercise of the LSAR. 5.4 Change of Control. For the purposes hereof, 'Change of Control' shall mean (i) a merger of the Company into or with another entity, other than a merger in which the former stockholders of the Company own immediately following the transaction more than 50% of the total combined voting rights of all classes of stock of the surviving entity having voting rights or convertible into stock having voting rights; (ii) the sale or other disposition of all or substantially all of the assets of the Company; (iii) the sale or other disposition (except by means of a registered public offering of the Common Stock of the Company on a form other than Form S-4 or any successor form) of an amount of stock comprising more than 50% of the total combined voting rights of all classes of stock having voting rights or convertible into stock having voting rights; (iv) the liquidation or dissolution of the Company; or (v) a change in the composition of the Board of Directors of the Company such that at any time 5 a majority of the Board of Directors have been members of the Board of Directors for less than twenty-four months, and the appointment or election of such new members of the Board of Directors was not endorsed by at least three-fourths of the directors who were members of the Board of Directors at the beginning of such twenty-four month period. ARTICLE 6 MISCELLANEOUS 6.1 Change in Common Stock. In the event of any change in the outstanding shares of the Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, reclassification, spin-off, merger, consolidation, combination or exchange of shares or other similar corporate change, or in the event of any special distribution to stockholders (other than a normal cash dividend), then the Committee shall make such adjustment or substitution in the kind and number of shares and prices per share applicable to the Options as the Committee determines to be equitable and appropriate. 6.2 No Rights as Stockholder. Nothing contained in this Agreement or in the Plan shall be deemed to confer upon Optionee any right to prevent or to approve or vote upon any of the corporate actions described in this Article 6. The existence of the Options shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which Options shall not have been exercised as herein provided, and until such shares have been issued to Optionee by the Company hereunder. 6.3 Optionee. Whenever the word 'Optionee' is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom options may be transferred by will or by the laws of descent and distribution, the word 'Optionee' shall be deemed to include such person or persons. 6 6.4 No Transferability. The Options are not transferable by Optionee otherwise than by will or the laws of descent and distribution and are exercisable during Optionee's lifetime only by him or his guardian or legal representative. No assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any such assignment or transfer, the Options shall terminate and become of no further effect. 6.5 No Right to Employment. Nothing in this Agreement or the Plan shall confer upon Optionee any right to continue in the employ of the Company or shall affect the right of the Company to terminate the employment of Optionee with or without cause. 6.6 Registration of Shares Under Plan. The Company shall register the shares reserved for issuance under the Plan on a Form S-8 or any successor form promulgated by the Securities and Exchange Commission and shall maintain the effectiveness of such registration unless the Committee determines that maintaining such effectiveness would be impracticable or materially adverse to the interests of the Company. 6.7 Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by Optionee to the Company shall be mailed or delivered to the Company at its office at 83 Wooster Heights Road, Danbury, Connecticut 06813, and all notices or communications by the Company to Optionee may be given to Optionee personally or may be mailed to him. 6.8 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The Agreement may be amended at any time by written agreement of the parties hereto. 6.9 Governing Law. This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws. 6.10 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with the law continue in full force and effect. If any provision 7 of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 6.11 Effect on Other Plans. Income realized by Optionee pursuant to this Agreement shall not be included in Optionee's earnings for the purpose of any benefit plan of the Company in which Optionee may be enrolled or for which Optionee may become eligible unless otherwise specifically provided for in such plan. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. OPTIONEE: FIRST BRANDS CORPORATION ...................................... By .............................. Secretary
8 EXHIBIT A EXERCISE OF STOCK OPTION FIRST BRANDS 1994 PERFORMANCE STOCK OPTION AND INCENTIVE PLAN Pursuant to the provisions of the Stock Option Agreement entered into as of August 9, 1994, between First Brands Corporation (the 'Company') and , Optionee, I hereby exercise the nonqualified stock option granted under the terms of this Agreement to the extent of shares of the Common Stock of the Company (the 'Shares'). I deliver to you herewith the following in payment for the Shares: $ in cash Stock certificates for shares of Common Stock of the Company Cashless Exercise Program Date: ................................. ................................. Optionee ................................. Address ................................. Social Security Number
EXHIBIT B FIRST BRANDS CORPORATION CASHLESS EXERCISE OF STOCK OPTIONS Participants in the First Brands Stock Option Programs who are actively employed may sell option shares without tendering cash or existing shares in advance for payment of the option price to the Company. In this process, participants essentially assign the rights to sell their option shares to Lehman Brothers who in return are required to pay the proceeds to First Brands. The Company then uses our payroll system to withhold applicable federal, state and local taxes, brokerage and transaction fees. The option price is deducted from the proceeds and the optionee receives a check from the Cashier's Department. To initiate a transaction under this procedure the optionee must execute two forms (which are available from Lisa Hull, Shareholder Relations Administrator, in Danbury, extension 2581) by 12:00 noon on the date the option is to be exercised. Forms received after 12:00 noon will be processed in the next day's trading. All option shares sold will be at the current market price at the time of the sale. Proceeds will be paid to the optionee after the funds have cleared the brokerage accounts and have been wired to the Company. Brokerage fees charged by Lehman Brothers will be at their discounted rates. If you have any questions about this procedure or would like to request exercise forms, please call Lisa Hull in Danbury on extension 2581. EX-4 6 EXHIBIT 4H EXHIBIT 4(h) 9/8/94 PERFORMANCE-BASED VESTING NON-INSIDER FORM FIRST BRANDS CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT is made as of the 9th day of August, 1994, by and between FIRST BRANDS CORPORATION (the 'Company'), a Delaware corporation having its headquarters in Danbury, Connecticut, and , an employee of the Company ('Optionee'). ARTICLE 1 RECITALS 1.1 Optionee is an employee of the Company, and the Company desires to provide Optionee with an increased incentive to achieve long-range corporate objectives and to participate in the long-term growth and financial success of the Company. 1.2 In order to provide such an increased incentive to its employees, the Company has adopted the First Brands Corporation 1994 Performance Stock Option and Incentive Plan (the 'Plan'). 1.3 The Company desires to grant to Optionee under the Plan stock options that do not qualify as 'incentive stock options' within the meaning of Section 422 or any successor provision of the Internal Revenue Code of 1986, as amended (the 'Code'). 1.4 The terms of the Plan are incorporated by reference herein in their entirety, and capitalized terms used in this Agreement, unless otherwise defined herein, shall have the respective meanings given to such terms in the Plan. ARTICLE 2 OPTION GRANT 2.1 Grant. The Company hereby grants to Optionee, subject to the provisions of this Agreement, the right and option to purchase up to, but not exceeding in the aggregate, shares of the Common Stock of the Company, par value $.01 per share (the 'Common Stock'), for the period beginning on August 9, 1994 and ending on August 8, 2004 (the 'Option Term'), at the option price of $32.750 per share. 2.2 Nonqualified Options. The options granted hereunder (the 'Options') shall be Nonqualified Options and are not intended to qualify as 'incentive stock options' within the meaning of Section 422 of the Code. ARTICLE 3 EXERCISE AND WITHHOLDING 3.1 (a) Vesting. The Options shall become exercisable ('vest') upon the earlier of (i) the last day of the first period of ten consecutive trading days following the date hereof during which the Fair Market Value per share exceeds $42.00 or (ii) August 8, 2003. There will not be any partial vesting of the Options prior to the respective vesting date set forth above. (b) Acceleration of Vesting. All Options shall become immediately exercisable (i) upon the death, Disability or Retirement of Optionee, and (ii) upon the occurrence of a Change of Control of the Company. (c) Exercise. Once Options have vested, they may be exercised at any time and from time to time during the Option Term (except as set forth in Article 4 hereof). 3.2 Method of Exercise. Options shall be exercised by Optionee by delivering to the Company a Notice in the form set forth as Exhibit A hereto, together with a check payable to the order of the Company and/or shares of Common Stock, with a stock power executed in blank, equal in value to the option price of the shares being purchased. Shares of Common Stock surrendered in exercise of all of any portion of the Option shall be valued at their Fair Market Value on the date of exercise. Active employees may also use the 'Cashless Exercise Program' which was announced to Optionees on June 11, 1991. A copy is attached as Exhibit B to this Agreement. 3.3 Compliance with Securities Laws. Optionee shall deliver to the Company at the time all or any portion of the Options is exercised any additional evidence as the Company may deem necessary to establish that such exercise is in compliance with all applicable securities laws. 3.4 (a) Tax Withholding. The Company shall notify Optionee of the amount of withholding tax, if any, which must be paid under federal and, where applicable, state and local law 2 upon exercise of Options. The Company shall have the right to require Optionee to pay such withholding taxes in either of the following two ways: (i) Cash. Such payment may be made in cash, through withholding from Optionee's salary or otherwise, or (ii) Common Stock. At the election of Optionee, subject to the approval of the Compensation Committee of the Board of Directors of the Company (the 'Committee'), such payment may be made, in whole or in part, in shares of Common Stock. (b) Payment in Shares of Common Stock. Payment of withholding taxes in shares of Common Stock may be made in any of the following three ways, at the election of Optionee, subject to the approval of the Committee, and compliance with such limitations, conditions and restrictions as the Committee may impose, or by a combination of any of such ways: (i) Surrender of Options. Optionee may have shares withheld from shares otherwise issuable to Optionee in connection with the exercise of all or any portion of the Options; (ii) Previously Acquired Shares. Optionee may deliver previously acquired shares to the Company prior to transfer to Optionee of shares issuable in connection with the exercise of all or any portion of the Options; or (iii) Tender Back of Shares. Optionee may tender back shares to the Company from shares issued to Optionee in connection with the exercise of all or any portion of the Options. (c) Valuation. Shares so withheld, delivered or tendered back shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined (the 'Tax Date'). The tax withholding obligations that may be paid by such withholding of shares otherwise issuable in connection with the exercise of all or any portion of the Options or the delivery of shares held less than six months may not exceed the minimum withholding requirements imposed by law. The tax withholding obligations that may be paid by the delivery or tender back of shares held by the Optionee for six months or longer may exceed the Optionee's tax obligations associated with the transaction, including any related FICA obligations, determined based upon the Optionee's maximum marginal tax rate. Solely for the purposes of this Section 3.4(c), the six-month period with respect to any restricted stock granted under the Plan or the Company's 1989 Long-Term Incentive Plan and used by Optionee to pay a tax 3 withholding obligation shall begin upon the lapse of the applicable restrictions. (d) Election. Optionee's election to have withheld shares of Common stock that are otherwise issuable, or to deliver or tender back shares, shall be in writing, shall be irrevocable and shall be delivered to the Company prior to the Tax Date. Such election shall be subject to the approval of the Committee. ARTICLE 4 TERMINATION OF EMPLOYMENT 4.1 Termination for Reasons Other than Disability, Retirement or Death. If Optionee's employment by the Company shall terminate for any reason other than Disability or Retirement, or death, all Options which are unexercised on the date of termination of employment shall expire and cease to be exercisable on the earlier of (i) sixty days following the date of such termination of employment, or (ii) the expiration of the Option Term. The Committee, in its sole discretion, may notify Optionee prior to the date of expiration of such Options that any or all of such Options shall remain exercisable for a particular period of time following such date. 4.2 Retirement. Upon Optionee's Retirement, all Options may be exercised at any time and from time to time for a period ending on the earlier of (i) two years following the date of Optionee's Retirement or (ii) the expiration of the Option Term. 4.3 Death. Upon Optionee's death, Optionee's executors, administrators, or any person or persons to whom Options have been transferred by will or by the laws of descent and distribution, shall have the right at any time and from time to time to exercise such Options for a period ending on the earlier of (i) two years following the date of Optionee's death or (ii) the expiration of the Option Term. 4.4 Disability. Upon Optionee's Disability, all Options may be exercised at any time and from time to time by Optionee or his guardian or legal representative for a period ending on the earlier of (i) two years from the date such Disability occurred, or (ii) the expiration of the Option Term. ARTICLE 5 MISCELLANEOUS 5.1 Change in Common Stock. In the event of any change in the outstanding shares of the Common Stock of the Company by 4 reason of any stock split, stock dividend, recapitalization, reclassification, spin-off, merger, consolidation, combination or exchange of shares or other similar corporate change, or in the event of any special distribution to stockholders (other than a normal cash dividend), then the Committee shall make such adjustment or substitution in the kind and number of shares and prices per share applicable to the Options as the Committee determines to be equitable and appropriate. 5.2 No Rights as Stockholder. Nothing contained in this Agreement or in the Plan shall be deemed to confer upon Optionee any right to prevent or to approve or vote upon any of the corporate actions described in this Article 6. The existence of the Options shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which Options shall not have been exercised as herein provided, and until such shares have been issued to Optionee by the Company hereunder. 5.3 Optionee. Whenever the word 'Optionee' is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom options may be transferred by will or by the laws of descent and distribution, the word 'Optionee' shall be deemed to include such person or persons. 5.4 No Transferability. The Options are not transferable by Optionee otherwise than by will or the laws of descent and distribution and are exercisable during Optionee's lifetime only by him or his guardian or legal representative. No assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any such assignment or transfer, the Options shall terminate and become of no further effect. 5.5 No Right to Employment. Nothing in this Agreement or the Plan shall confer upon Optionee any right to continue in the 5 employ of the Company or shall affect the right of the Company to terminate the employment of Optionee with or without cause. 5.6 Registration of Shares Under Plan. The Company shall register the shares reserved for issuance under the Plan on a Form S-8 or any successor form promulgated by the Securities and Exchange Commission and shall maintain the effectiveness of such registration unless the Committee determines that maintaining such effectiveness would be impracticable or materially adverse to the interests of the Company. 5.7 Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by Optionee to the Company shall be mailed or delivered to the Company at its office at 83 Wooster Heights Road, Danbury, Connecticut 06813, and all notices or communications by the Company to Optionee may be given to Optionee personally or may be mailed to him. 5.8 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The Agreement may be amended at any time by written agreement of the parties hereto. 5.9 Governing Law. This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws. 5.10 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with the law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 5.11 Effect on Other Plans. Income realized by Optionee pursuant to this Agreement shall not be included in Optionee's earnings for the purpose of any benefit plan of the Company in which Optionee may be enrolled or for which Optionee may become eligible unless otherwise specifically provided for in such plan. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. OPTIONEE: FIRST BRANDS CORPORATION ...................................... By .............................. Secretary
7 EXHIBIT A EXERCISE OF STOCK OPTION FIRST BRANDS 1994 PERFORMANCE STOCK OPTION AND INCENTIVE PLAN Pursuant to the provisions of the Stock Option Agreement entered into as of August 9, 1994, between First Brands Corporation (the 'Company') and , Optionee, I hereby exercise the nonqualified stock option granted under the terms of this Agreement to the extent of shares of the Common Stock of the Company (the 'Shares'). I deliver to you herewith the following in payment for the Shares: $ in cash Stock certificates for shares of Common Stock of the Company Cash Exercise Program Date: ................................. .................................. Optionee .................................. Address .................................. Social Security Number
EXHIBIT B FIRST BRANDS CORPORATION CASHLESS EXERCISE OF STOCK OPTIONS Participants in the First Brands Stock Option Programs who are actively employed may sell option shares without tendering cash or existing shares in advance for payment of the option price to the Company. In this process, participants essentially assign the rights to sell their option shares to Lehman Brothers who in return are required to pay the proceeds to First Brands. The Company then uses our payroll system to withhold applicable federal, state and local taxes, brokerage and transaction fees. The option price is deducted from the proceeds and the optionee receives a check from the Cashier's Department. To initiate a transaction under this procedure the optionee must execute two forms (which are available from Lisa Hull, Shareholder Relations Administrator, in Danbury, extension 2581) by 12:00 noon on the date the option is to be exercised. Forms received after 12:00 noon will be processed in the next day's trading. All option shares sold will be at the current market price at the time of the sale. Proceeds will be paid to the optionee after the funds have cleared the brokerage accounts and have been wired to the Company. Brokerage fees charged by Lehman Brothers will be at their discounted rates. If you have any questions about this procedure or would like to request exercise forms, please call Lisa Hull in Danbury on extension 2581. EX-5 7 EXHIBIT 5 EXHIBIT 5 November 14, 1994 The Board of Directors First Brands Corporation 83 Wooster Heights Road Danbury, Connecticut 06813-1911 Re: First Brands Corporation Registration Statement on Form S-8 (No. 33- ) Dear Sirs: I am the General Counsel to First Brands Corporation, a Delaware corporation (the 'Company'), and have acted as its counsel in connection with its Registration Statement on Form S-8 (the 'Registration Statement') being filed on the date hereof and relating to 1,090,000 shares (the 'Shares') of Common Stock, $0.01 par value per share (the 'Common Stock'), of the Company which may be offered and sold pursuant to the First Brands Corporation 1994 Performance Stock Option and Incentive Plan (the 'Plan') of the Company. In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purpose of rendering this opinion, including: (a) the Restated Certificate of Incorporation of the Company; (b) the By-laws of the Company; (c) the Registration Statement; (d) resolutions adopted by the Board of Directors of the Company in respect of the Plan; and (e) the Plan. Based upon the foregoing, and assuming that the exercise price of any option granted under the Plan shall not be less than the par value of the Common Stock, I am of the opinion that the Shares have been duly authorized and will, when issued upon the exercise of options in accordance with provisions of the Plan, be validly issued, fully paid and nonassesable. I hereby consent to the reference to me under the caption 'Interest of Names Experts and Counsel' in the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ J. BRUCE IPE General Counsel JBI/sc EX-23 8 EXHIBIT 23A EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS The Board of Directors First Brands Corporation We consent to the use of our audit report dated August 9, 1994 (except as to Note 19, which is as of August 26, 1994) on the consolidated financial statements and schedules of First Brands Corporation and subsidiaries as of June 30, 1994 and June 30, 1993 and for each of the years in the three year period ended June 30, 1994 incorporated herein by reference in the Registration Statement on Form S-8 of First Brands Corporation pertaining to the First Brands Corporation 1994 Performance Stock Option and Incentive Plan and to the reference to our firm under the heading 'Experts' in the prospectus. Our audit report refers to First Brands Corporation's change in method of accounting for postretirement benefits other than pensions by adopting Statement of Financial Accounting Standards No. 106, 'Employer's Accounting for Postretirement Benefits Other than Pensions'. Further, we acknowledge our awareness of the use therein of our review report dated November 1, 1994 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such review report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. /s/ KPMG PEAT MARWICK LLP New York, New York November 11, 1994 -----END PRIVACY-ENHANCED MESSAGE-----