Document/Exhibit Description Pages Size
1: 10-K Annual Report 20± 96K
2: EX-3 Articles of Incorporation/Organization or By-Laws 7± 34K
10: EX-10.VIV Material Contract 5± 22K
3: EX-10.XII Material Contract 9± 34K
4: EX-10.XIII Material Contract 12± 46K
5: EX-10.XIV Material Contract 4± 19K
6: EX-10.XV Material Contract 4± 18K
7: EX-10.XVI Material Contract 4± 19K
8: EX-10.XVII Material Contract 5± 25K
9: EX-10.XVIII Material Contract 3± 14K
11: EX-10.XX Material Contract 7± 32K
12: EX-11 Statement re: Computation of Earnings Per Share 5± 29K
13: EX-13 Annual or Quarterly Report to Security Holders 5± 31K
14: EX-21 Subsidiaries of the Registrant 4± 19K
15: EX-23 Consent of Experts or Counsel 1 7K
16: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
NON-QUALIFIED STOCK OPTION
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RALSTON PURINA COMPANY (the "Company"), effective September 28, 1995,
grants this Non-Qualified Stock Option to [NAME] ("Optionee") to purchase a
total of <share> shares of Ralston-Ralston Purina Group Common Stock of the
Company ("RPG Stock") at a price of $58.00 per share pursuant to its 1988
Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and
the following terms, Optionee may exercise this Option from time to time by
tendering to the Company written notice of exercise together with the purchase
price in cash, or in shares of RPG Stock at their Fair Market Value as
determined by the Human Resources Committee, or both.
1. Normal Exercise. This Option becomes exercisable at the rate of 20% of the
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total shares on September 28 in each of the years 1999, 2000, 2001, 2002
and 2003. This Option remains exercisable through September 27, 2005,
unless Optionee is no longer employed by the Company, in which case the
Option is exercisable only in accordance with the provisions of paragraph 3
below.
2. Acceleration. Notwithstanding the above, this Option is fully exercisable
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before the normal exercise dates set forth in paragraph 1 hereof upon the
occurrence of any of the following events while Optionee is employed by the
Company:
a. Death of Optionee;
b. Declaration of Optionee's total and permanent disability;
c. The voluntary termination of employment of Optionee on or after the
date Optionee is eligible to receive early retirement benefits under
the Purina Retirement Plan for Sales, Administrative and Clerical
Employees, or any successor plan thereto, or any of the Company's
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defined benefit pension plans, or any governmental or national
programs to which the Company or one of its affiliates contributes or
has contributed on Optionee's behalf;
d. A Change of Control; or
e. The involuntary termination of employment of Optionee, other than a
Termination for Cause. For purposes of this Option, involuntary
termination shall include the Company's sale or other disposition of
the stock of, or substantially all of the assets of, a subsidiary
which employs Optionee, or the sale of substantially all of the assets
of a division of the Company which employs Optionee.
3. Exercise After Certain Events. Upon the occurrence of any of the events
-----------------------------
described below, any shares exercisable on the date of such event shall
remain exercisable during the period stated below, but, in any event, not
later than September 27, 2005:
a. If Optionee's employment is terminated due to death, declaration of
total and permanent disability, or retirement at or after attainment
of age 62, or at or after Optionee has fulfilled all applicable
conditions to qualify for an unreduced retirement benefit at or after
early retirement age under any of the Company's retirement programs,
or any governmental or national programs to which the Company or one
of its affiliates contributes or has contributed on Optionee's behalf,
such shares shall remain exercisable for three years thereafter;
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b. If Optionee's employment is involuntarily terminated for reasons other
than Termination for Cause, or if Optionee voluntarily terminates
employment on or after the date described in paragraph 2c hereof, but
before age 62 or the date Optionee qualifies for unreduced retirement
benefits as described in paragraph 3a above, such shares shall remain
exercisable for six months thereafter;
c. When, prior to a Change of Control, there has been a declaration of
forfeiture pursuant to Section IV of the Plan because Optionee's
employment is Terminated for Cause, Optionee voluntarily terminates
employment earlier than on or after the date described in paragraph 2c
hereof, Optionee engages in competition with the Company or an
Affiliate, or Optionee engages in any activity or conduct contrary to
the best interests of the Company or any Affiliate, such shares shall
remain exercisable for seven days thereafter; or
d. With respect to shares that are exercisable after a Change of Control,
if Optionee voluntarily terminates employment earlier than on or after
the date described in paragraph 2c hereof, such shares shall remain
exercisable for six months thereafter; but such shares shall remain
exercisable for only seven days if Optionee's employment is Terminated
for Cause, Optionee engages in competition with the Company or an
Affiliate, or Optionee engages in any activity or conduct contrary to
the best interests of the Company or any Affiliate.
4. Forfeiture. Prior to a Change of Control, this Option is subject to
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forfeiture for the reasons set forth in Section IV of the Plan, except that
voluntary termination of employment before the date described in paragraph
2c hereof, but not on or after such date, shall be an event of forfeiture.
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If there is an event of forfeiture, only those shares that are exercisable
at that time may be exercised as set forth in paragraph 3 hereof.
5. Adjustments. Upon any stock split-up, stock dividend, issuance of any
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targeted stock, combination or reclassification with respect to any
outstanding class or series of Stock, or consolidation, merger or sale of
all or substantially all of the assets of the Company, the Committee shall
cause appropriate adjustments to be made to the terms of this Award.
6. Definitions. Unless otherwise defined in this Non-Qualified Stock Option,
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defined terms used herein shall have the same meaning as set forth in the
Plan.
"Change of Control" shall occur when (i) a person, as defined
under the securities laws of the United States, acquires beneficial
ownership of more than 50% of the outstanding voting securities of the
Company; or (ii) the directors of the Company immediately before a
business combination between the Company and another entity, or a
proxy contest for the election of directors, shall, as a result
thereof, cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company.
"Termination for Cause" shall mean Optionee's termination of
employment with the Company because of the willful engaging by
Optionee in gross misconduct; provided, however, that a Termination
for Cause shall not include termination attributable to (i) poor work
performance, bad judgment or negligence on the part of Optionee, (ii)
an act or omission believed by Optionee in good faith to have been in
or not opposed to the best interests of the Company and reasonably
believed by Optionee to be lawful, or (iii) the good faith conduct of
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Optionee in connection with a Change of Control (including opposition
to or support of such Change of Control).
7. Severability. The invalidity or unenforceability of any provision hereof
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in any jurisdiction shall not affect the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of
this Non-Qualified Stock Option, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, the Company and
Optionee each waive any provision of law that renders any provision hereof
invalid, prohibited or unenforceable in any respect. If any provision of
this Option is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of
the parties to the extent possible.
[Download Table]
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ACKNOWLEDGED AND ACCEPTED: RALSTON PURINA COMPANY
Optionee
By:
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W. P. Stiritz
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Date Chairman of the Board and
Chief Executive Officer
Location
Dates Referenced Herein and Documents Incorporated by Reference
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