Annual Report — Form 10-K
Filing Table of Contents
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
EX-10.XV — Material Contract
NON-QUALIFIED STOCK OPTION
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RALSTON PURINA COMPANY (the "Company"), effective March 23, 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 $48.00 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 25% of the
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total shares on March 23 in each of the years 1997, 1998, 1999 and 2000.
This Option remains exercisable through March 22, 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;
d. The involuntary termination of employment of Optionee, other than a
Termination for Cause, which 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; or
e. A Change of Control.
3. EXERCISE AFTER CERTAIN EVENTS. Upon the occurrence of any of the events
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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 March 22, 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, such shares shall remain exercisable for three years
thereafter;
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, 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. Notwithstanding paragraph 3c above, 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 after the occurrence of any of the
other events described in paragraph 3c.
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.
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. TERMINATION WITHIN ONE YEAR. Optionee agrees to pay to the Company an
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amount in cash equal to the gain realized by Optionee, before payment of
taxes (`Recoverable Gain''), upon an exercise of this Option if Optionee
terminates employment with Company or its Affiliates within one year after
such exercise of this Option for reasons other than events described in
paragraphs 2a, 2b, 2c, or 2d hereof or Special Separation. Such payment
shall be made within 10 days of Optionee's date of termination.
Optionee hereby grants the Company the right, exercisable at its discretion
and to the extent permitted by law, to withhold from any and all amounts
payable to Optionee by the Company an amount equal to the Recoverable Gain,
in full or partial satisfaction of Optionee's obligation to the Company
pursuant to this paragraph 5.
Optionee agrees to execute, at the time of each exercise of this Option, an
acknowledgment of the terms and conditions of this paragraph 5.
Optionee acknowledges and agrees that the Company's grant of this Option,
and Optionee's acceptance thereof subject to the terms herein set forth, do
not constitute a contract of employment between the parties and do not
limit any rights the Company otherwise has to terminate Optionee's
employment at any time.
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.
`Special Separation'' shall mean a termination of employment
designated in writing as such at the sole discretion of the Chief
Executive Officer.
"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
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.
ACKNOWLEDGED AND ACCEPTED: RALSTON PURINA COMPANY
[Download Table]
BY: /s/ W. P.
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STIRITZ
OPTIONEE
W. P. Stiritz
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DATE Chairman of the
Board and
Chief
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Executive Officer
LOCATION
Dates Referenced Herein and Documents Incorporated by Reference
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