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As Of Filer Filing For·On·As Docs:Size 4/26/12 Whirlpool Corp/DE 10-Q 3/31/12 54:6.8M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 363K 2: EX-10.(III)(A) Material Contract HTML 42K 3: EX-10.(III)(B) Material Contract HTML 43K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 25K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 25K 6: EX-32.1 Certification -- §906 - SOA'02 HTML 21K 34: R1 Document and Entity Information Document HTML 37K 25: R2 Consolidated Statements of Comprehensive Income HTML 102K (Unaudited) 32: R3 Consolidated Balance Sheets HTML 160K 37: R4 Consolidated Balance Sheets Parenthetical HTML 44K (Parentheticals) 49: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 114K 26: R6 Basis of Presentation HTML 24K 31: R7 Fair Value Measurements HTML 58K 23: R8 Inventories HTML 33K 17: R9 Commitments and Contingencies HTML 53K 50: R10 Hedges and Derivative Financial Instruments HTML 162K 39: R11 Stockholders' Equity HTML 82K 38: R12 Restructuring Charges HTML 62K 43: R13 Income Taxes HTML 38K 44: R14 Pension and Other Postretirement Benefit Plans HTML 67K 42: R15 Operating Segment Information HTML 101K 45: R16 Basis of Presentation HTML 47K SignificantAccountingPolicies (Policies) 33: R17 Fair Value Measurements (Tables) HTML 48K 35: R18 Inventories (Tables) HTML 30K 41: R19 Commitments and Contingencies (Tables) HTML 35K 54: R20 Hedges and Derivative Financial Instruments HTML 153K (Tables) 47: R21 Stockholders' Equity (Tables) HTML 78K 28: R22 Restructuring Charges (Tables) HTML 61K 40: R23 Income Taxes (Tables) HTML 33K 30: R24 Pension and Other Postretirement Benefit Plans HTML 63K (Tables) 15: R25 Operating Segment Information (Tables) HTML 95K 48: R26 Basis of Presentation (Details) HTML 20K 51: R27 Fair Value Measurements (Assets and Liabilities HTML 39K Measured at Fair Value on a Recurring Basis) (Details) 20: R28 Inventories (Schedule of Inventory) (Details) HTML 34K 19: R29 Commitments and Contingencies (Narrative) HTML 43K (Details) 21: R30 Commitments and Contingencies (Schedule of Product HTML 37K Warranty and Recall Reserves) (Details) 22: R31 Hedges and Derivative Financial Instruments HTML 121K (Schedule of Outstanding Derivative Contracts) (Details) 24: R32 Hedges and Derivative Financial Instruments HTML 47K (Schedule of Effects of Derivative Instruments on Consolidated Statements of Income) (Details) 14: R33 Stockholders' Equity (Comprehensive Income) HTML 59K (Details) 46: R34 Stockholders' Equity (Schedule of Changes in HTML 74K Stockholders' Equity) (Details) 27: R35 Stockholders' Equity (Net Earnings Per Share) HTML 45K (Details) 29: R36 Restructuring Charges (Details) HTML 68K 16: R37 Income Taxes (Details) HTML 44K 53: R38 Pension and Other Postretirement Benefit Plans HTML 53K (Details) 13: R39 Operating Segment Information (Schedule of HTML 48K Operating Segment Information) (Details) 52: XML IDEA XML File -- Filing Summary XML 75K 18: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.10M 7: EX-101.INS XBRL Instance -- whr-20120331 XML 1.58M 9: EX-101.CAL XBRL Calculations -- whr-20120331_cal XML 183K 10: EX-101.DEF XBRL Definitions -- whr-20120331_def XML 337K 11: EX-101.LAB XBRL Labels -- whr-20120331_lab XML 931K 12: EX-101.PRE XBRL Presentations -- whr-20120331_pre XML 489K 8: EX-101.SCH XBRL Schema -- whr-20120331 XSD 79K 36: ZIP XBRL Zipped Folder -- 0000106640-12-000014-xbrl Zip 139K
EXB 10(iii)(a) |
1. | The Human Resources Committee of the Board of Directors (the “Committee”) of Whirlpool Corporation (also
referred to as the “Company”), has granted to you a non-statutory stock option to purchase shares of common stock of the Company (the “Award”) under certain conditions pursuant to the Company's 2010 Omnibus Stock and Incentive Plan (the “Omnibus Plan”). The number of shares subject to the Award, and the exercise price are indicated on your Grant Summary. Your option is subject to the provisions of the Omnibus Plan and this grant document. |
2. | Your option will vest in annual installments substantially equal to one-third of the total number of shares subject to the
Award on the first, second, and third anniversaries of the Grant Date specified on your Grant Summary. |
3. | You must exercise your vested option prior to the tenth anniversary of the Grant Date (the “Expiration Date”). To exercise your vested option, you need to make full payment to the Company through its designated third party administrator pursuant to such administrative exercise procedures as the administrator may implement from time to time, in cash in U.S. dollars, or in common stock of the Company or in a combination of cash and stock. If all or part of the payment is in
shares of common stock of the Company, these shares will be valued at their Fair Market Value on the date of exercise. Notwithstanding the foregoing, if you fail to exercise your vested options prior to the Expiration Date, to the extent that the fair market value of the shares of common stock of the Company subject to such vested options exceeds the exercise price of such vested options on such Expiration Date, all of such unexercised, vested options shall be automatically exercised on a “Net Exercise” (as defined in the Omnibus Plan) basis on such Expiration Date. |
4. | If you
retire from the Company or any of its subsidiaries following five years of service and attainment of age 55 (“Retirement”) or if you cease employment with the consent of the Committee, all of your options under this Award shall immediately vest and you may pay for and receive all or any of the shares, but you must take this action on or before the date of either (i) the fifth anniversary of your Retirement or (ii) the Expiration Date, whichever date occurs first; provided, however, that you may not exercise any option under this Award earlier than the first anniversary of the Grant Date. |
5. | If
you cease employment due to disability, all of your options under this Award shall immediately vest and you may pay for and receive all or any shares, provided you take this action on or before the date of either (i) the third anniversary of your termination due to disability or (ii) the Expiration Date, whichever date occurs first; provided, however, that you may not exercise any option under this Award earlier than the first anniversary of the Grant Date. |
6. | If you cease employment due to death, all of your options under this Award shall immediately vest and your beneficiary under the Omnibus Plan may pay for and receive all or any shares, provided your beneficiary takes this action on or before the date of either (i) the third anniversary of your
death or (ii) the first anniversary of the Expiration Date, whichever date occurs first; and further provided that your beneficiary may not exercise any option under this Award earlier than the first anniversary of the Grant Date. |
7. | If you die after Retirement, or termination from employment due to disability, or termination with the consent of the Committee, your beneficiary under the Omnibus Plan may pay for and receive all or any of the shares, provided your beneficiary takes this action on or before the date of either (i) the second anniversary of your death or (ii) the first anniversary of the Expiration Date, whichever date occurs first; and further provided that your beneficiary may not exercise any option under this Award earlier than the
first anniversary of the Grant Date. |
8. | The terms of Section 11 of the Omnibus Plan shall apply to the Award, provided that the definition of Change in Control set forth in the Appendix hereto shall be substituted for the definition set forth in Section 11.3. In addition, for purposes of Section 11.2(a) of the Plan, you will only be entitled to the accelerated vesting contemplated thereunder in connection with a termination of employment within 24 months following a Change in Control if such termination of employment is by the Company without cause or by you for Good Reason as defined in the Appendix. |
9. | If
you cease to be employed by the Company or any of its subsidiaries for any reason other than as provided above with respect to Retirement, death, disability, Change in Control or with the consent of the Committee, then this Award shall terminate on the date you cease to be so employed and all of your then outstanding options shall terminate immediately. |
10. | You authorize the Company and/or
the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer, or from payment otherwise owed to you under this Award. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, you shall pay to the Company or the Employer any amount of Tax-Related
Items that the Company or the Employer may be required to withhold as a result of your participation in the Omnibus Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver any Company common stock if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section. |
11. | By accepting the Award, you acknowledge that: |
(i) | the
Award is governed by the Omnibus Plan and you are voluntarily participating in the Omnibus Plan; |
(ii) | the Omnibus Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Omnibus Plan and this Agreement; |
(iii) | your participation
in the Omnibus Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment relationship at any time with or without cause; |
(iv) | in the event that you are not an employee of the Company, the Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Award will not be interpreted to form an employment contract
with the Employer or any subsidiary or affiliate of the Company; |
(v) | the Award is voluntary and occasional and does not create any contractual or other right to receive future awards, or benefits in lieu of such awards, even if such awards have been granted repeatedly in the past, and all decisions with respect to future awards, if any, will be at the sole discretion of the Company; |
(vi) | the
Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; |
(vii) | the Award does not include any rights with respect to any of the shares of common stock of the Company (including any voting rights or rights with respect to any dividends of any nature associated with the common stock) until you have exercised the options and they are settled by issuance of such shares of common stock to you; |
(viii) | the
attempted transfer or other disposition of the Award shall be void and shall nullify your Award, resulting in the cancellation of the Award by the Company. |
(ix) | the future value of the underlying shares is unknown and cannot be predicted with certainty, if the underlying shares do not increase in value, the options will have no value; |
(x) | if you exercise your option and obtain shares, the value of those shares acquired upon exercise may increase
or decrease in value, even below the exercise price. |
12. | No claim or entitlement to compensation or damages shall arise from termination of the Award as a result of your termination from employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the
Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim. |
13. | You may be required to repay the Award, if (i) you are terminated by or otherwise leave employment with the Employer within two years following the vesting date of the Award and such termination of employment arises out, is due to, or is in any way connected with any misconduct or violation of Company or Employer policy or (ii) you become employed with a competitor within the two year period following termination, or for any other reason
considered by the Committee in its sole discretion to be detrimental to the Company or its interests. In addition, the Award shall be subject to forfeiture to the Company in accordance with the policy promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended. |
14. | You hereby explicitly accept the Award and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described
in this document by and among, as applicable, the Employer, and the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Omnibus Plan. You understand that the Company and the Employer hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Awards or any other entitlement to shares of stock awarded, canceled,
exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Omnibus Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Omnibus Plan, that these recipients may be located in your country or elsewhere, and that the recipient's country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Omnibus Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to
deposit any shares of stock acquired. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Omnibus Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Omnibus Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. |
15. | Neither
this Award nor any shares to be acquired pursuant to any payment under this Award have been or will be registered under any securities laws other than the federal securities laws of the United States. Any shares acquired pursuant to this Award may not be sold, transferred, or otherwise traded without the registration under or an exemption from any applicable requirements of any securities laws applicable to you, and each certificate representing such shares will bear an appropriate legend to that effect. |
16. | The Committee reserves and shall have the right to change the provisions of this Agreement in any manner that it may deem necessary or advisable to carry out the purpose of this Award as the result of, or to comply with, any change in applicable
regulations, interpretation or statutory enactment. |
17. | The Company may, in its sole discretion, decide to deliver any documents related to the Award or participation in the Omnibus Plan or future awards that may be granted under the Omnibus Plan, if any, by electronic means or to request your consent to participate in the Omnibus Plan by electronic means. You hereby consent to receive such documents by electronic
delivery and, if requested, to agree to participate in the Omnibus Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. |
18. | The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 Whirlpool Corp./DE 10-K 12/31/23 126:30M 2/10/23 Whirlpool Corp./DE 10-K 12/31/22 133:33M 2/10/22 Whirlpool Corp./DE 10-K 12/31/21 127:40M 2/11/21 Whirlpool Corp./DE 10-K 12/31/20 126:28M |