<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the 39 weeks ended September 25, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 1-11657
TUPPERWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-4062333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 2353, ORLANDO, FLORIDA 32802
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 826-5050
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
As of November 3, 1999, 57,657,512 shares of the Common Stock, $0.01 par value,
of the Registrant were outstanding.
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION
<S> <C>
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income (Unaudited)
for the 13 week periods ended September 25, 1999
and September 26, 1998 ............................................. 2
Consolidated Statements of Income (Unaudited)
for the 39 week periods ended September 25, 1999
and September 26, 1998 .............................................. 3
Consolidated Balance Sheets (Unaudited) as of
September 25, 1999 and December 26, 1998............................. 4
Consolidated Statements of Cash Flows (Unaudited) for the 39 week
periods ended September 25, 1999
and September 26, 1998 .............................................. 6
Notes to Consolidated Financial Statements (Unaudited) ................ 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................ 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ...................................... 19
SIGNATURES ..................................................................... 20
</TABLE>
The financial statements of the Registrant included herein have been prepared,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the Commission). Although certain information normally
included in financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted, the Registrant believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these consolidated financial statements be
read in conjunction with the financial statements and the notes thereto
included in the Annual Report on Form 10-K of the Registrant for its fiscal
year ended December 26, 1998.
The consolidated financial statements included herein reflect all adjustments,
consisting only of normal recurring items, which, in the opinion of management,
are necessary to present a fair statement of the results for the interim
periods presented.
The results for interim periods are not necessarily indicative of trends or
results to be expected for a full year.
<PAGE> 3
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS ENDED
---------------------------------------
SEPTEMBER 25, SEPTEMBER 26,
1999 1998
-------------- ---------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Net sales ............................................. $ 211.9 $ 217.4
---------- ----------
Costs and expenses:
Cost of products sold .............................. 79.1 90.6
Delivery, sales and
administrative expense ............................ 121.7 127.0
Interest expense ................................... 6.0 7.6
Interest income .................................... (0.5) (0.3)
Other expense, net ................................. 1.0 1.1
---------- ----------
Total costs and expenses ........................ 207.3 226.0
---------- ----------
Income (loss) before income taxes ..................... 4.6 (8.6)
Provision for (benefit from) income taxes ............. 1.1 (2.1)
---------- ----------
Net income (loss) ..................................... $ 3.5 $ (6.5)
========== ==========
Net income (loss) per common share:
Basic .............................................. $ 0.06 $ (0.11)
========== ==========
Diluted ............................................ $ 0.06 $ (0.11)
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements (Unaudited).
2
<PAGE> 4
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
39 WEEKS ENDED
---------------------------------------
SEPTEMBER 25, SEPTEMBER 26,
1999 1998
-------------- ---------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Net sales ............................................. $ 734.1 $ 769.1
---------- ----------
Costs and expenses:
Cost of products sold .............................. 256.3 295.3
Delivery, sales, and
administrative expense ............................ 398.3 412.1
Interest expense ................................... 17.1 18.2
Interest income .................................... (1.7) (1.7)
Re-engineering charge .............................. 15.1 --
Other expense, net ................................. 2.4 3.0
---------- ----------
Total costs and expenses ......................... 687.5 726.9
---------- ----------
Income before income taxes ............................ 46.6 42.2
Provision for income taxes ............................ 11.0 10.3
---------- ----------
Net income ............................................ $ 35.6 $ 31.9
========== ==========
Net income per common share:
Basic ............................................. $ 0.62 $ 0.54
========== ==========
Diluted ........................................... $ 0.62 $ 0.54
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements (Unaudited).
3
<PAGE> 5
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 25, DECEMBER 26,
1999 1998
-------------- ------------
(IN MILLIONS)
<S> <C> <C>
Cash and cash equivalents ............................. $ 29.8 $ 23.0
Accounts receivable ................................... 127.7 125.0
Less allowances for doubtful accounts .............. (26.7) (32.7)
---------- ----------
101.0 92.3
Inventories ........................................... 153.4 157.1
Deferred income tax benefits .......................... 57.4 55.5
Prepaid expenses and other assets ..................... 49.9 57.7
---------- ----------
Total current assets ............................... 391.5 385.6
---------- ----------
Deferred income tax benefits .......................... 93.5 84.7
Property, plant, and equipment ........................ 946.5 972.9
Less accumulated depreciation ...................... (702.4) (701.9)
---------- ----------
244.1 271.0
Long-term receivables, net of allowances of
$34.4 million at September 25, 1999 and
$41.4 million at December 26, 1998 .................. 40.1 40.3
Other assets .......................................... 49.1 41.8
---------- ----------
Total assets ....................................... $ 818.3 $ 823.4
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements (Unaudited).
4
<PAGE> 6
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 25, DECEMBER 26,
1999 1998
------------- ------------
(Dollars in millions except per share amounts)
<S> <C> <C>
Accounts payable ...................................... $ 52.5 $ 85.3
Short-term borrowings and current portion of
long-term debt ..................................... 92.1 18.7
Accrued liabilities ................................... 164.3 186.1
---------- ----------
Total current liabilities .......................... 308.9 290.1
Long-term debt ........................................ 296.4 300.1
Accrued post retirement benefit cost .................. 38.3 38.4
Other liabilities ..................................... 59.2 59.0
Shareholders' equity:
Preferred stock, $0.01 par value, 200,000,000
shares authorized; none issued .................... -- --
Common stock, $0.01 par value, 600,000,000
shares authorized; 62,367,289 shares issued ....... 0.6 0.6
Capital surplus ...................................... 20.1 19.5
Subscription receivable .............................. (7.7) (7.7)
Retained earnings .................................... 454.0 457.2
Treasury stock, 4,728,905 shares at
September 25, 1999, and 4,753,287 shares
at December 26, 1998, at cost ...................... (141.2) (142.0)
Unearned portion of restricted stock issued
for future service ................................ (0.5) (1.4)
Accumulated other comprehensive income ............... (209.8) (190.4)
---------- ----------
Total shareholders' equity ......................... 115.5 135.8
---------- ----------
Total liabilities and shareholders' equity ......... $ 818.3 $ 823.4
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements (Unaudited).
5
<PAGE> 7
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
39 WEEKS ENDED
----------------------------------
SEPTEMBER 25, SEPTEMBER 26,
1999 1998
------------- -------------
(IN MILLIONS)
<S> <C> <C>
Cash flows from operating activities:
Net income ...................................................... $ 35.6 $ 31.9
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation ................................................. 42.9 47.4
Loss on sale of assets ....................................... 2.0 1.5
Foreign exchange loss (gain), net ............................ 0.1 (0.5)
Non-cash impact of re-engineering charge ..................... 3.1 --
Changes in assets and liabilities:
Increase in accounts receivable .............................. (20.5) (8.0)
(Increase) decrease in inventories ........................... (5.9) 13.1
Decrease in accounts payable and accrued liabilities ......... (31.0) (13.8)
Decrease in income taxes payable ............................. (10.2) (39.3)
Increase in net deferred income taxes ........................ (14.5) (2.4)
Other, net ................................................... (3.3) (8.4)
---------- ----------
Net cash (used in) provided by operating activities ............. (1.7) 21.5
---------- ----------
Cash flows used in investing activities:
Capital expenditures ......................................... (29.1) (28.0)
---------- ----------
Cash flows from financing activities:
Dividend payments to shareholders ............................ (38.1) (39.0)
Proceeds from exercise of stock options ...................... 0.3 1.4
Payments to acquire treasury stock ........................... -- (91.6)
Net increase in short-term debt .............................. 74.3 133.1
---------- ----------
Net cash provided by financing activities ....................... 36.5 3.9
---------- ----------
Effect of exchange rate changes on cash and cash
equivalents ................................................... 1.1 (1.1)
---------- ----------
Net increase (decrease) in cash and cash equivalents ............ 6.8 (3.7)
Cash and cash equivalents at beginning of year .................. 23.0 22.1
---------- ----------
Cash and cash equivalents at end of period ...................... $ 29.8 $ 18.4
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements (Unaudited).
6
<PAGE> 8
TUPPERWARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and therefore do not include
all footnotes necessary for a fair presentation of financial position, results
of operations, and cash flows in conformity with generally accepted accounting
principles. In the opinion of management, the unaudited consolidated financial
statements include all adjustments, consisting only of normal recurring items,
necessary for a fair presentation of financial position and results of
operations. The results of operations of any interim period are not necessarily
indicative of the results that may be expected for a full fiscal year.
NOTE 2: INVENTORIES
Inventories, by component, are summarized as follows (in millions):
<TABLE>
<CAPTION>
SEPTEMBER 25, DECEMBER 26,
1999 1998
------------- ------------
<S> <C> <C>
Finished goods .................................................. $ 72.4 $ 74.5
Work in process ................................................. 34.2 31.7
Raw materials and supplies ...................................... 46.8 50.9
---------- ----------
Total inventories ............................................ $ 153.4 $ 157.1
========== ==========
</TABLE>
NOTE 3: NET INCOME PER COMMON SHARE
Basic per share information is calculated by dividing net income by the
weighted average number of shares outstanding. Diluted per share information is
calculated by also considering the impact of potential common stock on both net
income and the weighted average number of shares outstanding. The weighted
average number of shares used in the basic earnings per share computations was
57.5 million for both the 13 and 39 weeks ended September 25, 1999, compared
with 57.6 million and 58.5 million for the 1998 periods.
The only difference in the computation of basic and diluted earnings per share
is the inclusion of 0.4 million and 0.3 million, respectively, for the quarter
and year-to-date period in 1999 and 0.5 million for the quarter and
year-to-date period in 1998 of shares of potential common stock. Options to
purchase 2.4 million and 2.0 million shares of common stock in the third
quarter of 1999 and 1998, respectively, and 3.1 million and 2.0 million shares
of common stock in the nine-month period of 1999 and 1998, respectively, were
outstanding but not
7
<PAGE> 9
NOTE 3: NET INCOME PER COMMON SHARE (CONTINUED)
included in the computation of diluted earnings per share because the options'
exercise prices were greater than the average market price of the common shares
during the respective period and, therefore, would have been anti-dilutive if
included. The Company's potential common stock consists of employee and
director stock options and restricted stock.
NOTE 4: OTHER COMPREHENSIVE INCOME
In addition to net income, comprehensive income includes certain amounts
recorded directly in equity. The components of comprehensive income, net of
related income tax effects, for the 13 week and 39 week periods ended September
25, 1999 and September 26, 1998, were as follows (in millions):
<TABLE>
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
------------------------- --------------------------
SEPT. 25, SEPT. 26, SEPT. 25, SEPT. 26,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income (loss) $ 3.5 $ (6.5) $ 35.6 $ 31.9
Foreign Currency translation adjustments
including tax benefit (provision) of $1.1 and
$(4.0) for the 13 weeks and 39
weeks ended September 25, 1999, respectively,
and $2.0 and $1.3 for the comparable 1998
periods (4.9) 1.8 (19.4) (2.6)
---------- ---------- ---------- ----------
Comprehensive (loss) income $ (1.4) $ (4.7) $ 16.2 $ 29.3
========== ========== ========== ==========
</TABLE>
Accumulated other comprehensive income is comprised solely of foreign currency
translation adjustments.
NOTE 5: RE-ENGINEERING PROGRAM
In July 1999, the Company announced a re-engineering program designed to
improve operating profit return on sales over three years through improved
organizational alignment, a higher gross margin percentage, and reduced
operating expenses. In conjunction with implementing the first phase of this
program, the Company recorded a $15.1 million pre-tax charge ($11.6 million
after tax, or $0.20 per basic and diluted common share) in the second quarter
of 1999.
The re-engineering charge falls in the following categories of expenditures and
relates to activities in the Company's geographic segments as indicated below
(in millions):
<TABLE>
<S> <C> <C> <C>
Severance $ 9.0 Europe $ 7.1
Asset write down 3.1 Asia Pacific 4.0
Other 3.0 Latin America 4.0
------ ------
Total $ 15.1 Total $ 15.1
====== ======
</TABLE>
8
<PAGE> 10
NOTE 5: RE-ENGINEERING PROGRAM (CONTINUED)
The severance costs relate primarily to the approximately 200 employees whose
positions are being eliminated as a result of the decision to close the Spanish
and Argentine manufacturing plants and to restructure the Japanese
manufacturing operation and the area headquarters in Europe and Asia Pacific.
The asset write downs relate primarily to the plant closures. The expenses
included in the other category are primarily for non-asset write down costs of
exiting facilities and professional fees associated with accomplishing the
re-engineering actions.
The liability balance as of September 25, 1999, was as follows (in millions):
<TABLE>
<S> <C>
Balance at March 27, 1999 $ --
Provision 15.1
Cash expenditures (9.0)
Non-cash write downs (3.1)
-------
Balance at September 25, 1999 $ 3.0
=======
</TABLE>
NOTE 6: SEGMENT INFORMATION
The Company operates worldwide predominantly in one line of business: the
manufacture and distribution, through independent direct sales forces, of
plastic food storage and serving containers, microwave cookware, oven cookware
and educational toys. Its operations are organized into the four geographic
segments included in the following table (in millions):
<TABLE>
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
------------------------------ ------------------------------
SEPT. 25, SEPT. 26, SEPT. 25, SEPT. 26,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales:
Europe $ 83.1 $ 90.6 $ 346.8 $ 358.7
Asia Pacific 59.0 48.2 166.8 145.3
Latin America 37.9 43.6 112.5 148.0
United States 31.9 35.0 108.0 117.1
========== ========== ========== ==========
Total net sales $ 211.9 $ 217.4 $ 734.1 $ 769.1
========== ========== ========== ==========
</TABLE>
9
<PAGE> 11
NOTE 6: SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
13 WEEKS ENDED 39 WEEKS ENDED
------------------------------- -------------------------------
SEPT. 25, SEPT. 26, SEPT. 25, SEPT. 26,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating profit (loss):
Europe $ 7.9 $ 8.9 $ 77.3 $ 75.9
Asia Pacific 6.5 2.9 14.7 7.6
Latin America 1.6 (6.7) 6.9 (6.2)
United States (2.4) (1.5) (5.7) (3.2)
---------- ---------- ---------- ----------
Total operating profit 13.6 3.6 93.2 74.1
Unallocated expenses (3.5) (4.9) (16.1) (15.4)
Re-engineering charge -- -- (15.1) --
Interest expense, net (5.5) (7.3) (15.4) (16.5)
========== ========== ========== ==========
Income (loss) before
income taxes $ 4.6 $ (8.6) $ 46.6 $ 42.2
========== ========== ========== ==========
</TABLE>
The re-engineering charge recorded in the second quarter of 1999 was made in
conjunction with the Company's re-engineering program announced on July 19,
1999. The charge is for the cost of closing manufacturing plants in Argentina
and Spain, restructuring of the Japanese manufacturing operation and
restructuring actions in the area headquarters for Europe and Asia Pacific (See
Note 5: Re-engineering Program).
NOTE 7: ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge. The accounting for changes in the fair
value of a derivative depends on the intended use of the derivative and the
resulting designation of the hedge exposure. Depending on how the hedge is used
and the designation, the gain or loss due to changes in the fair value is
reported either in earnings or in other comprehensive income. Adoption of the
statement, which is required for the Company's year 2001 financial statements,
will have no impact on the accounting treatment for derivatives the Company
currently has in place nor the hedging programs it has undertaken.
10
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion of the results of operations for the 13 weeks and
39 weeks ended September 25, 1999, compared with the 13 weeks and 39 weeks
ended September 26, 1998, and changes in financial condition during the 39
weeks ended September 25, 1999.
NET SALES AND NET INCOME
Net sales for the third quarter ended September 25, 1999 were $211.9 million, a
decrease of $5.5 million, or 2.6 percent, from $217.4 million in 1998. Net
income for the third quarter of 1999 increased $10.0 million to $3.5 million,
or $0.06 per share, from a loss of $6.5 million in 1998, or $0.11 per share. A
stronger U.S. dollar in 1999 had a slight negative impact of $0.6 million on
the sales comparison, but no significant impact on the net income comparison
for the quarter.
For the year-to-date period, sales were $734.1 million, which was a decline of
$35.0 million, or 4.6 percent, from $769.1 million in 1998. Net income of $35.6
million for the 1999 period increased $3.7 million, or 12.0 percent, from 1998
net income of $31.9 million. Excluding the 1999 re-engineering charge, net
income compared with 1998 rose $15.3 million, or 48.3 percent, (38.0 percent
excluding a favorable foreign exchange impact). For the nine months, the
negative impact of foreign exchange was $5.3 million, or 1 percentage point, on
the sales comparison and the positive impact on the net income comparison was
$2.3 million, or 10 percentage points.
The 1999 results include a $15.1 million pre-tax charge ($11.6 million after
tax, or $0.20 per share) related to the Company's three-year re-engineering
program announced on July 19, 1999. The charge provides for severance and other
exit costs associated with the decision to close manufacturing plants in Spain
and Argentina, and to restructure manufacturing operations in Japan and the
headquarters for Europe and Asia Pacific. The re-engineering project is
designed to increase operating profit return on sales by improving
organizational alignment, increasing the gross margin percentage, and reducing
operating expenses. Third quarter 1999 results include approximately $4.0
million of pre-tax benefits associated with re-engineering actions taken. Of
the total 1999 charge, approximately $12.0 million is cash related and is
expected to be paid in 1999. Total one-time costs to be incurred in
implementing the program are projected to be between $50 million and $75
million, mainly for severance, information technology expenditures, and plant
closure costs.
For the quarter and nine-month period in 1999, excluding the impact of foreign
exchange, the sales improvements in Asia Pacific were more than offset by
shortfalls in the other three areas. For both the quarter and nine-month period
in 1999, operating profit improved, excluding the impact of foreign exchange,
in all areas other than the United States. Unallocated expenses in the third
quarter of 1999 decreased $1.4 million, but were $0.7 million higher for the
nine-month comparative periods. The quarterly fluctuations were due primarily
to the timing of expenses.
11
<PAGE> 13
NET SALES AND NET INCOME (CONTINUED)
For the third quarter, international operations in 1999 and 1998 generated 85
percent and 84 percent, respectively, of sales and all of the operating profit
in both 1999 and 1998. For the nine months, international operations generated
85 percent of sales and all of the operating profit in both 1999 and 1998.
COSTS AND EXPENSES
The cost of products sold as a percentage of sales was 37.3 percent and 34.9
percent for the third quarter and nine months of 1999, respectively, compared
with 41.7 percent and 38.4 percent for the respective 1998 periods. The
improvement reflects re-engineering actions taken, the sale of a better mix of
products, and the need for a lower level of charges for obsolete inventory.
Delivery, sales, and administrative expense as a percentage of sales was 57.4
percent and 54.3 percent of sales in the third quarter and nine-month period of
1999, respectively, compared with 58.4 percent and 53.6 percent in the
respective 1998 periods. The decrease in the third quarter comparison was
primarily driven by a decrease in spending by Latin America. This decrease was
partially offset by an increase in spending for promotions in Europe and the
United States for programs to improve sales force activity and recruiting. For
the nine-month period, expenses fell, but not in proportion to the sales
decrease, reflecting the fact that certain expenses are fixed for a period of
time. This was also a factor in the third quarter comparison.
NET INTEREST EXPENSE
In the third quarter and first nine months of 1999, the Company incurred net
interest expense of $5.5 million and $15.4 million, respectively. For the
comparable 1998 periods, the Company incurred net interest expense of $7.3
million and $16.5 million, respectively. For both the three- and nine-month
period comparisons, the lower net interest expense reflects the placement of a
higher proportion of debt offshore in low cost countries.
TAX RATE
The effective tax rates for the third quarter and first three quarters of 1999
were 23.5 percent compared with 24.5 percent in the comparable 1998 periods and
for all of 1998. The effective tax rates are below the U.S. statutory rate,
reflecting the availability of excess foreign tax credits along with low
foreign effective tax rates.
12
<PAGE> 14
REGIONAL RESULTS (DOLLARS IN MILLIONS)
EUROPE
<TABLE>
<CAPTION>
Positive
(negative)
Increase Restated foreign Percent
(decrease) increase exchange of total
1999 1998 Dollar Percent (decrease) impact 1999 1998
---- ---- ------ ------- ---------- ------ ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Net sales $ 83.1 $ 90.6 $ (7.5) (8)% (2)% $ (5.8) 39% 42%
Operating
profit 7.9 8.9 (1.0) (11) 1 (1.1) 58 +
Nine Months:
Net sales $ 346.8 $ 358.7 $ (11.9) (3)% (2)% $ (5.9) 47% 47%
Operating
profit 77.3 75.9 1.4 2 1 0.4 83 +
</TABLE>
+ Increase of more than 100 percent.
The slight decrease in Europe's third quarter sales comparison, excluding the
negative impact of weaker currencies throughout the region, was primarily
driven by decreases in Germany due to the continued impact of the new social
security law and in Scandinavia due to a smaller active sales force. Earlier
this year legislation was enacted in Germany which imposes a tax on certain
part-time workers. The Company has held meetings with the German sales force to
explain the impact of the new legislation, as well as to offer financial
assistance in addressing this issue for a period of time to members of the
sales force who remain with the Company for a specified period. This issue
could have a negative impact on German results in future periods. Partially
offsetting these declines are volume-related increases in France and South
Africa.
For the nine-month comparative periods, before the negative foreign exchange
impact, a volume-related sales increase in France was more than offset by a
decrease in Germany due to the new legislation as explained above, resulting in
a slight decrease in sales.
For both the three- and nine-month periods, the slightly better trends in
operating earnings compared with the sales trends reflect an improved gross
margin and lower operating expenses, which were partially offset by higher
spending on promotions. The improvement in the gross margin reflects
re-engineering actions taken. The primary cause of the negative impact of
foreign exchange on the third quarter and nine-month comparisons was a weaker
euro.
13
<PAGE> 15
REGIONAL RESULTS (DOLLARS IN MILLIONS) (continued)
ASIA PACIFIC
<TABLE>
<CAPTION>
Positive
foreign Percent
Increase Restated exchange of total
1999 1998 Dollar Percent Increase impact 1999 1998
---- ---- ------ ------- -------- ------ ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Net sales $ 59.0 $ 48.2 $ 10.8 22% 5% $ 8.0 28% 22%
Operating
profit 6.5 2.9 3.6 + 81 0.7 48 81
Nine Months:
Net sales $ 166.8 $ 145.3 $ 21.5 15% 4% $ 15.7 23% 19%
Operating
profit 14.7 7.6 7.1 93 53 2.0 16 10
</TABLE>
+ Increase of more than 100 percent.
Asia Pacific's three- and nine-month sales increase, excluding the favorable
impact of foreign exchange, was due to higher volume in Korea, Indonesia, and
Australia, partially offset by a decrease in Japan. In Korea and Indonesia, the
active sales force was up significantly reflecting the strong recruiting in
those markets over the last year in which the sales force earnings opportunity
has been particularly attractive. The improvement in Australia was from a more
productive sales force. In Japan, strong recruiting results throughout the year
have not translated into active sellers which caused the shortfall for the
quarter and nine-month period.
The significant improvement in operating profit for the quarter and nine-month
comparisons, excluding the favorable currency impact, was a result of margin
improvements in the majority of the countries in addition to smaller losses in
China and India. The margin improvement reflects re-engineering actions taken.
Currencies throughout the region strengthened in comparison with the U.S.
dollar in both the third quarter and nine-month period.
14
<PAGE> 16
REGIONAL RESULTS (DOLLARS IN MILLIONS) (continued)
LATIN AMERICA
<TABLE>
<CAPTION>
Positive
(negative)
Increase Restated foreign Percent
(decrease) increase exchange of total
1999 1998 Dollar Percent (decrease) impact 1999 1998
---- ---- ------ ------- ---------- ------ ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Net sales $ 37.9 $ 43.6 $ (5.7) (13)% (7)% $ (2.8) 18% 20%
Operating
Profit (loss) 1.6 (6.7) 8.3 + + 0.6 12 nm
Nine Months:
Net sales $112.5 $148.0 $(35.5) (24)% (15)% $(15.1) 15% 19%
Operating
Profit (loss) 6.9 (6.2) 13.1 + + 0.7 7 nm
</TABLE>
+ Increase of more than 100 percent.
nm Not meaningful
Latin America's sales decrease for the third quarter 1999, excluding the
negative impact of foreign exchange, was mainly due to decreases in Venezuela
and Argentina offset by an increase in Mexico. The decrease in Venezuela was
due to a smaller sales force resulting mainly from the decision to
significantly reduce the number of distributors in that market. The improvement
in Mexico was primarily due to price increases. Sales for the nine-month
comparative periods also decreased due to the performance of Venezuela and
Argentina, in addition to decreases in Brazil, offset by the improvement in
Mexico. The decreases in Brazil and Argentina were due to prior year reductions
in the number of distributors. The actions taken to reduce the number of
distributors in Brazil, Argentina, and Venezuela are designed to enhance the
opportunity for profitability of those remaining.
The significant improvement in profitability of both periods reflects 1998
efforts to align the cost structure of the region's businesses with expected
sales. The impact of foreign exchange on the comparisons reflects weakness in
the Brazilian real as well as the Mexican peso for the nine-month comparison.
15
<PAGE> 17
REGIONAL RESULTS (DOLLARS IN MILLIONS) (continued)
UNITED STATES
<TABLE>
<CAPTION>
Percent
Decrease of total
1999 1998 Dollar Percent 1999 1998
---- ---- ------ ------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Quarter:
Net sales $ 31.9 $ 35.0 $ (3.1) (9)% 15% 16%
Operating
loss (2.4) (1.5) (0.9) (56) nm nm
Nine Months:
Net sales $ 108.0 $ 117.1 $ (9.1) (8)% 15% 15%
Operating
loss (5.7) (3.2) (2.5) (79) nm nm
</TABLE>
nm Not meaningful
In the United States, the sales decreases in both periods were from a smaller
sales force reflecting the difficulty of recruiting and motivating consultants
in a full employment environment. This factor was somewhat mitigated by
continuing improved sales force productivity.
Both the three- and nine-month profitability comparisons fell more sharply than
sales, as spending on promotions increased in an attempt to stimulate
recruiting, activity of the sales force and sales. This was partially offset by
improved gross margin percentages reflecting a more favorable mix of sales and
a modest price increase.
16
<PAGE> 18
FINANCIAL CONDITION
Working capital was $82.6 million as of September 25, 1999, compared with $95.5
million as of the end of 1998. The major changes were an increase in short-term
borrowings, which was partially offset by lower accounts payable and accrued
liabilities and by higher net accounts receivable. The lower accounts payable
and accrued liabilities balances reflect a seasonal reduction and working
capital management. The higher net receivables balance was the result of higher
sales in Asia Pacific and sales late in the quarter in Europe. With regard to
the level of short-term borrowings, the Company classifies a portion of its
outstanding borrowings that are due within one year by their terms as
non-current due to its ability and intent that they be outstanding throughout
the succeeding twelve months. Based on the timing of the Company's cash inflows
during the year, as well as the overall level of short-term borrowings at the
end of each period, a lower amount was classified as current at the end of 1998
than at the end of the third quarter of 1999.
Net cash used in operating activities for the third quarter of 1999 was $1.7
million, compared with $21.5 million provided by operating activities in the
1998 period. The difference between years was primarily due to an increase in
inventory in 1999 compared with a decrease in 1998, along with a greater
increase in accounts receivable in 1999. The $29.1 million of cash used in
investing activities was for capital expenditures, primarily for new molds.
As of September 25, 1999, the Company had $300 million available under its
unsecured multicurrency credit facility, which matures in 2002. The
multicurrency credit facility along with $190 million of other foreign
uncommitted lines of credit, and cash generated by operating activities, are
expected to be adequate to finance any additional working capital needs and
capital expenditures.
YEAR 2000 ISSUES
The Company has studied the "Year 2000" issues affecting its information
technology and non-information technology systems and has prepared and
completed its plan to address them. The issues are not expected to have a
material adverse effect on the Company's operations. Although it believes that
its remediation plan has addressed all of its Year 2000 issues, the Company has
developed a contingency plan for business critical systems in the event that it
has not remediated all issues. The Company estimates that the cost of
addressing its Year 2000 issues was $5.3 million. These costs did not have a
material effect on the Company's financial position or results of operations in
any one period in part because they represented the re-deployment of existing
information technology resources, and because they would have been incurred as
part of normal software upgrades and replacements.
17
<PAGE> 19
YEAR 2000 ISSUES (CONTINUED)
The Company formally communicated with significant suppliers and other third
party companies doing business with the Company to determine the extent to
which the Company's systems and operations are vulnerable to those third
parties' failure to remediate their Year 2000 issues. Based on the information
received from these third parties, the Company is not aware of any Year 2000
issues of third parties expected to have a material adverse effect on its
operations; however, there can be no guarantee that the systems of these other
companies will be converted before the turn of the century or that their
failure to do so would not have a material adverse effect on the Company. Due
to the Company's extensive foreign operations, it is exposed to Year 2000
issues related to the infrastructures of the countries where these operations
are located; however, the Company is not aware of any specific issues that have
not been addressed through implementation of its plan.
FORWARD-LOOKING STATEMENTS
Statements contained in this report that are not based on historical facts are
forward-looking statements involving risks and uncertainties, including sales
force recruiting and activity levels, success of new products and promotional
programs, economic and market conditions generally and foreign exchange risk in
particular, and other risks detailed in the Company's report on Form 8-K dated
February 28, 1997, as filed with the Securities and Exchange Commission. These
risks and uncertainties may cause actual results to differ materially from
those projected in forward-looking statements.
18
<PAGE> 20
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
<TABLE>
<S> <C>
(10.1) Tupperware Corporation 1996 Incentive Plan as amended
August 18, 1999.
(10.2) Form of Change of Control Agreement.
(27) Financial Data Schedule for the third quarter of 1999.
</TABLE>
(b) Reports on Form 8-K
During the quarter, the Registrant did not file any current reports
on Form 8-K.
19
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TUPPERWARE CORPORATION
By: /s/ Paul B. Van Sickle
-------------------------------------------
Executive Vice President,
and Chief Financial Officer
By: /s/ Michael S. Poteshman
-------------------------------------------
Vice President and Controller
Orlando, Florida
November 5, 1999
20
<PAGE> 1
Exhibit 10.1
TUPPERWARE CORPORATION
1996 INCENTIVE PLAN
(as amended August 18, 1999)
Article 1. Establishment, Purpose, and Duration
1.1 Establishment of the Plan. Tupperware Corporation, a
Delaware corporation (hereinafter referred to as the
''Company''), hereby establishes an incentive compensation plan
to be known as the ''Tupperware Corporation 1996 Incentive Plan''
(hereinafter referred to as the ''Plan''), as set forth in this
document. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, and Performance Awards. The Plan shall become
effective as of the Effective Date, and shall remain in effect as
provided in Section 1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote
the success and enhance the value of the Company by linking the
personal interests of Participants to those of the Company's
stockholders, and by providing Participants with an incentive for
outstanding performance. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract,
and retain the services of Participants upon whose judgment,
interest, and special efforts the successful conduct of its
operations largely is dependent.
1.3 Duration of the Plan. The Plan shall commence on the
Effective Date and shall remain in effect, subject to the right
of the Board of Directors to terminate, amend or modify the Plan
at any time pursuant to Article 14 herein, until all Shares
subject to it shall have been purchased or acquired according to
the Plan's provisions. However, in no event may an Award be
granted under the Plan on or after May 1, 2006.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the
meanings set forth below and, when the meaning is intended, the
initial letter of the word is capitalized:
(a) ''Award'' means, individually or collectively, a grant
under this Plan of Nonqualified Stock Options, Incentive
Stock Options, SARs, Restricted Stock, or Performance
Awards.
(b) ''Award Agreement'' means an agreement entered into by
each Participant and the Company, setting forth the terms
and provisions applicable to Awards granted to Participants
under this Plan.
(c) ''Beneficial Owner'' shall have the meaning ascribed to
such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.
(d) ''Beneficiary'' means a person who may be designated by
a Participant pursuant to Article 10 and to whom any
benefit under the Plan is to be paid in case of the
Participant's death or physical or mental incapacity, as
determined by the Committee, before he or she receives any
or all of such benefit.
(e) ''Board'' or ''Board of Directors'' means the Board of
Directors of the Company.
(f) ''Cause'' means (i) conviction of a Participant for
committing a felony under federal law or the law of the
state in which such action occurred, (ii) dishonesty in the
course of fulfilling a Participant's employment duties or
(iii) willful and deliberate failure on the part of a
Participant to perform his employment duties in any
-1-
<PAGE> 2
material respect, or such other events as shall be
determined by the Committee. The Committee shall have the
sole discretion to determine whether ''Cause'' exists, and
its determination shall be final.
(g) ''Change of Control'' of the Company means:
i. An acquisition by any Person of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (1) the then
outstanding Shares (the ''Outstanding Company Common
Stock'') or (2) the combined voting power of the then
outstanding Shares entitled to vote generally in the
election of directors (the ''Outstanding Company Voting
Securities''); excluding, however, the following: (1)
any acquisition directly from the Company, other than an
acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was
itself acquired from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or
(4) any acquisition by any Person pursuant to a
transaction which complies with clauses (1), (2) and (3)
of subsection (iii) of this definition; or
ii. A change in the composition of the Board such that
the individuals who, as of the effective date of the
Plan, constitute the Board (such Board shall be
hereinafter referred to as the ''Incumbent Board'')
cease for any reason to constitute at least a majority
of the Board; provided, however, for purposes of this
definition, that any individual who becomes a member of
the Board subsequent to such effective date, whose
election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a
majority of those individuals who are members of the
Board and who were also members of the Incumbent Board
(or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of
the Incumbent Board; but, provided further, that any
such individual whose initial assumption of office
occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or
consents by or on behalf of a person or legal entity
other than the Board shall not be so considered as a
member of the Incumbent Board; or
iii. The approval by the stockholders of the Company of
a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the
assets of the Company or the acquisition of assets of
another corporation (''Corporate Transaction'') or, if
consummation of such Corporate Transaction is subject,
at the time of such approval by stockholders, to the
consent of any government or governmental agency, the
obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a
Corporate Transaction pursuant to which (1) all or
substantially all of the individuals and entities who
are the Beneficial Owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the
outstanding Shares, and the combined voting power of the
then outstanding Shares entitled to vote generally in
the election of directors, as the case may be, of the
Company resulting from such Corporate Transaction
(including, without limitation, a corporation which as a
result of such transaction owns the Company or all or
substantially all of the Company's assets either
directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (2) no Person
(other than the Company, any employee benefit plan (or
related trust) sponsored or maintained by the Company or
any corporation controlled by the Company or such
corporation resulting from such Corporate Transaction)
will beneficially own, directly or indirectly, 20% or
more of, respectively, the outstanding shares of common
stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
except to the extent that such ownership
-2-
<PAGE> 3
existed withrespect to the Company prior to the Corporate
Transaction and (3) individuals who were members of the
Incumbent Board will constitute at least a majority of
the board of directors of the corporation resulting from
such Corporate Transaction; or
iv. The approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
(h) ''Change of Control Price'' means the higher of (i) the
highest reported sales price, regular way, of a share of
Common Stock in any transaction reported on the New York
Stock Exchange Composite Tape or other national exchange on
which such shares are listed or on NASDAQ during the 60-day
period prior to and including the date of a Change of
Control or (ii) if the Change of Control is the result of a
tender or exchange offer or a Corporate Transaction, the
highest price per share of Common Stock paid in such tender
or exchange offer or Corporate Transaction; provided,
however, that (x) in the case of a Stock Option which (A)
is held by an optionee who is an officer or director of the
Corporation and is subject to Section 16(b) of the Exchange
Act and (B) was granted within 240 days of the Change of
Control, then the Change of Control Price for such Stock
Option shall be the Fair Market Value of the Common Stock
on the date such Stock Option is exercised or deemed
exercised and (y) in the case of Incentive Stock Options
and Stock Appreciation Rights relating to Incentive Stock
Options, the Change of Control Price shall be in all cases
the Fair Market Value of the Common Stock on the date such
Incentive Stock Option or Stock Appreciation Right is
exercised. To the extent that the consideration paid in any
such transaction described above consists all or in part of
securities or other noncash consideration, the value of
such securities or other noncash consideration shall be
determined in the sole discretion of the Board.
(i) ''Code'' means the Internal Revenue Code of 1986, as
amended from time to time.
(j) ''Commission'' means the Securities and Exchange
Commission or any successor agency.
(k) ''Committee'' means the committee described in Article
3 or (unless otherwise stated) its designee pursuant to a
delegation by the Committee as contemplated by Section 3.3.
(l) ''Company'' means Tupperware Corporation, a Delaware
corporation, or any successor thereto as provided in
Article 16 herein.
(m) ''Covered Employee'' has the meaning ascribed thereto
in Section 162(m) of the Code and the regulations
thereunder.
(n) ''Director'' means any individual who is a member of
the Board of Directors of the Company.
(o) ''Disinterested Person'' means a member of the Board
who qualifies as a disinterested person as defined in Rule
16b-3(c)(2), as promulgated by the Commission under the
Exchange Act, or any successor definition adopted by the
Commission.
(p) ''Effective Date'' means May 20, 1996.
(q) ''Employee'' means any nonunion employee of the Company
or of the Company's Subsidiaries. Directors who are not
otherwise employed by the Company shall not be considered
Employees under this Plan.
(r) ''Exchange Act'' means the Securities Exchange Act of
1934, as amended from time to time, or any successor Act
thereto.
-3-
<PAGE> 4
(s) ''Fair Market Value'' means, except as expressly
provided otherwise, as of any given date, the mean between
the highest and lowest reported sales prices of the Common
Stock on the New York Stock Exchange Composite Tape or, if
not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or
on NASDAQ. If there is no regular public trading market for
such Common Stock, the Fair Market Value of the Common
Stock shall be determined by the Committee in good faith.
(t) ''Freestanding SAR'' means a SAR that is granted
independently of any Options pursuant to Section 7.1
herein.
(u) ''Incentive Stock Option'' or ''ISO'' means an option
to purchase Shares, granted under Article 6 herein, which
is designated as an Incentive Stock Option and is intended
to meet the requirements of Section 422 of the Code.
(v) ''Insider'' shall mean an Employee who is, on the
relevant date, an officer, director, or ten percent (10%)
beneficial owner of the Company, as defined under Section
16 of the Exchange Act.
(w) ''Nonqualified Stock Option'' or ''NQSO'' means an
option to purchase Shares, granted under Article 6 herein,
which is not intended to be an Incentive Stock Option.
(x) ''Option'' means an Incentive Stock Option or a Non-
qualified Stock Option.
(y) ''Option Price'' means the price at which a Share may
be purchased by a Participant pursuant to an Option, as
determined by the Committee.
(z) ''Participant'' means an Employee of the Company who
has been granted an Award under the Plan.
(aa) ''Performance Award'' means an Award granted to an
Employee, as described in Article 9 herein, including
Performance Units and Performance Shares.
(ab) ''Performance Goals'' means the performance goals
established by the Committee prior to the grant of
Performance Awards that are based on the attainment of one
or any combination of the following: specified levels of
earnings per share from continuing operations, operating
income, revenues, return on operating assets, return on
equity, stockholder return (measured in terms of stock
price appreciation) and/or total stockholder return
(measured in terms of stock price appreciation and/or
dividend growth), achievement of cost control, working
capital turns, cash flow, net income, economic value added,
segment profit, sales force growth, or stock price of the
Company or such subsidiary, division or department of the
Company for or within which the Participant is primarily
employed and that are intended to qualify under Section
162(m) (4) (c) of the Code. Such Performance Goals also may
be based upon the attaining of specified levels of Company
performance under one or more of the measures described
above relative to the performance of other corporations.
Such Performance Goals shall be set by the Committee within
the time period prescribed by Section 162(m) of the Code
and related regulations.
(ac) ''Performance Period'' means a time period during
which Performance Goals established in connection with
Performance Awards must be met.
(ad) ''Performance Unit'' means an Award granted to an
Employee, as described in Article 9 herein.
(ae) ''Performance Share'' means an Award granted to an
Employee, as described in Article 9 herein.
-4-
<PAGE> 5
(af) ''Restriction Period'' or ''Period'' means the period
or periods during which the transfer of Shares of
Restricted Stock is limited based on the passage of time
and the continuation of service with the Company, and the
Shares are subject to a substantial risk of forfeiture, as
provided in Article 8 herein.
(ag) ''Person'' shall have the meaning ascribed to such
term in Section 3(a) (9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, including a ''group'' as
defined in Section 13(d).
(ah) ''Restricted Stock'' means an Award granted to a
Participant pursuant to Article 8 herein.
(ai) ''Share'' means a share of common stock of the
Company.
(aj) ''Subsidiary'' or ''Subsidiaries'' means any
corporation or corporations in which the Company owns
directly, or indirectly through subsidiaries, at least
fifty percent (50%) of the total combined voting power of
all classes of stock, or any other entity (including, but
not limited to, partnerships and joint ventures) in which
the Company owns at least fifty percent (50%) of the
combined equity thereof.
(ak) ''Stock Appreciation Right'' or ''SAR'' means an
Award, granted alone (Freestanding SAR) or in connection
with a related Option (Tandem SAR), designated as a SAR,
pursuant to the terms of Article 7 herein.
(al) ''Tandem SAR'' means an SAR that is granted in
connection with a related Option pursuant to Section 7.1
herein, the exercise of which shall require forfeiture of
the right to purchase a Share under the related Option (and
when a Share is purchased under the Option, the Tandem SAR
shall similarly be cancelled).
Article 3. Administration
3.1 The Committee. The Plan shall be administered by the
Compensation and Directors Committee or such other committee of
the Board as the Board may from time to time designate (the
''Committee''), which shall be composed of not less than two
Disinterested Persons each of whom shall be an ''outside
director'' for purposes of Section 162(m)(4) of the Code, and
shall be appointed by and serve at the pleasure of the Board.
3.2 Authority of the Committee. The Committee shall have plenary
authority to grant Awards pursuant to the terms of the Plan to
officers and employees of the Company and its subsidiaries and
Affiliates.
Among other things, the Committee shall have the authority,
subject to the terms of the Plan:
(a) To select the officers and employees to whom Awards may
from time to time be granted;
(b) To determine whether and to what extent Incentive Stock
Options, NonQualified Stock Options, SARs, Restricted Stock
and Performance Awards or any combination thereof are to be
granted hereunder;
(c) To determine the number of Shares to be covered by each
Award granted hereunder;
(d) To determine the terms and conditions of any Award
granted hereunder (including, but not limited to, the
option price (subject to Section 6.4 (a)), any vesting
condition, restriction or limitation (which may be related
to the performance of the Participant, the Company or any
subsidiary or Affiliate) and any vesting acceleration or
forfeiture waiver regarding any Award and the Shares
relating thereto, based on such factors as the Committee
shall determine;
-5-
<PAGE> 6
(e) To modify, amend or adjust the terms and conditions of
any Award, at any time or from time to time, including but
not limited to Performance Goals, unless at the time of
establishment of goals the Committee shall have precluded
its authority to make such adjustments; and
(f) To determine to what extent and under what
circumstances Shares and other amounts payable with respect
to an Award shall be deferred.
The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the
Plan as it shall from time to time deem advisable, to interpret
the terms and provisions of the Plan and any Award issued under
the Plan (and any agreement relating thereto) and to otherwise
supervise the administration of the Plan.
3.3 Action of the Committee. The Committee may act only by a
majority of its members then in office, except that the members
thereof may (i) delegate to an officer of the Company the
authority to make decisions pursuant to Section 6.4, provided
that no such delegation may be made that would cause Awards or
other transactions under the Plan to cease either to be exempt
from Section 16(b) of the Exchange Act or to qualify as
''qualified performance-based compensation'' as such term is
defined in the regulations promulgated under Section 162(m) of
the Code, and (ii) authorize any one or more of their number or
any officer of the Company to execute and deliver documents on
behalf of the Committee.
3.4 Decisions Binding. Any determination made by the Committee or
pursuant to delegated authority pursuant to the provisions of the
Plan with respect to any Award shall be made in the sole
discretion of the Committee or such delegate at the time of the
grant of the Award or, unless in contravention of any express
term of the Plan, at any time thereafter. All decisions made by
the Committee or any appropriately delegated officer pursuant to
the provisions of the Plan shall be final and binding on all
persons, including the Company and Plan Participants.
Article 4. Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in
Section 4.3 herein, the total number of Shares available for
grant under the Plan shall be six million one hundred thousand
(6,100,000); provided, however, that if during the term of the
Plan the Company repurchases Shares, additional Options may be
granted equal to the number of Shares so repurchased, except that
no more than one million five hundred thousand (1,500,000)
additional Shares shall be authorized for Options under this
proviso; and provided further that the total number of available
Shares that may be used for Restricted Stock Awards under the
Plan shall be limited to three hundred thousand (300,000). No
Participant may be granted Awards covering in excess of 10% of
the Shares available for issuance over the life of the Plan.
Shares subject to an Award under the Plan may be authorized and
unissued shares or may be treasury shares.
The following rules will apply for purposes of the determination
of the number of Shares available for grant under the Plan:
(a) While an Award is outstanding, it shall be counted
against the authorized pool of Shares, regardless of its
vested status.
(b) The grant of an Option or Restricted Stock shall reduce
the Shares available for grant under the Plan by the number
of Shares subject to such Award.
(c) The grant of a Tandem SAR shall not reduce the number
of Shares available for grant by the number of Shares
subject to the related Option (i.e., there is no double
counting of Options and their related Tandem SARs).
-6-
<PAGE> 7
(d) The grant of a Freestanding SAR shall reduce the number
of Shares available for grant by the number of Freestanding
SARs granted.
(e) The Committee shall reduce the appropriate number of
Shares from the authorized pool where a Performance Award
is payable in Shares.
4.2 Lapsed Awards. If any Award granted under this Plan is
cancelled, forfeited, terminates, expires, or lapses for any
reason (with the exception of the termination of a Tandem SAR
upon exercise of the related Option or the termination of a
related Option upon exercise of the corresponding Tandem SAR),
any Shares subject to such Award again shall be available for the
grant of an Award under the Plan. However, in the event that
prior to the Award's cancellation, forfeiture, termination,
expiration, or lapse, the holder of the Award at any time
received one or more ''benefits of ownership'' pursuant to such
Award (as defined by the Commission, pursuant to any rule or
interpretation promulgated under Section 16 or any successor rule
of the Exchange Act), the Shares subject to such Award shall not
be made available for regrant under the Plan to Insiders, but
shall be available for regrants under the Plan to Participants
who are not Insiders.
4.3 Adjustments in Authorized Shares and Prices. In the event of
any change in corporate capitalization, such as a stock split or
a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock
or property of the Company, any reorganization (whether or not
such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation
of the Company, the Committee or Board may make such substitution
or adjustments in the aggregate number and class of shares
reserved for issuance under the Plan, in the number, kind and
option price of shares subject to outstanding Stock Options or
SARs, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other
equitable substitution or adjustments as it may determine to be
appropriate in its sole discretion; provided, however, that the
number of shares subject to any Award shall always be a whole
number. Such adjusted option price shall also be used to
determine the amount payable by the Company upon the exercise of
any Tandem SAR.
Article 5. Eligibility and Participation
5.1 Eligibility. Persons eligible to be granted Awards under this
Plan include all Employees of the Company and its Subsidiaries,
as determined by the Committee, including Employees who are
members of the Board, but excluding Directors who are not
Employees.
5.2 Actual Participation. Subject to the provisions of the Plan,
the Committee may, from time to time, select from all eligible
Employees, those to whom Awards shall be granted and shall
determine the nature and amount of each Award.
Article 6. Stock Options
6.1 Grant of Options. Stock Options may be granted alone or in
addition to other Awards granted under the Plan and may be of two
types: Incentive Stock Options and Nonqualified Stock Options.
Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve. The Committee shall
have the authority to grant any optionee Incentive Stock Options,
Nonqualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights); provided,
however, that grants hereunder are subject to the aggregate limit
on grants to individual Participants set forth in Article 4.
Incentive Stock Options may be granted only to employees of the
Company and any ''subsidiary corporation'' (as such term is
defined in Section 424(f) of the Code). To the extent that any
Stock Option is not designated as an Incentive Stock Option or
even if so designated does not qualify as an Incentive Stock
Option, it shall constitute a Nonqualified Stock Option.
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6.2 Award Agreement. Stock Options shall be evidenced by option
agreements, the terms and provisions of which may differ. An
option agreement shall indicate on its face whether it is
intended to be an agreement for an Incentive Stock Option or a
Nonqualified Stock Option. The grant of a Stock Option shall
occur on the date the Committee by resolution selects an
individual to be a Participant in any grant of a Stock Option,
determines the number of Shares to be subject to such Stock
Option to be granted to such individual and specifies the terms
and provisions of the Stock Option, or such later date as the
Committee designates. The Company shall notify a Participant of
any grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to
the Participant. Such agreement or agreements shall become
effective upon execution by the Company and the Participant.
6.3 Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to Incentive Stock
Options shall be interpreted, amended or altered nor shall any
discretion or authority granted under the Plan be exercised so as
to disqualify the Plan under Section 422 of the Code or, without
the consent of the optionee affected, to disqualify any Incentive
Stock Option under such Section 422.
6.4 Terms and Conditions. Stock Options granted under the Plan
shall be subject to the following terms and conditions and shall
contain such additional terms and conditions as the Committee
shall deem desirable:
(a) Option Price. The option price per Share purchasable under a
Stock Option shall be determined by the Committee and set forth
in the option agreement, and shall not be less than the Fair
Market Value of the Common Stock subject to the Stock Option on
the date of grant. Options may not be repriced without
shareholder approval.
(b) Option Term. The term of each Stock Option shall be fixed by
the Committee, but no Incentive Stock Option shall be exercisable
more than 10 years after the date the Stock Option is granted.
(c) Exercisability. Except as otherwise provided herein, Stock
Options shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the
Committee. If the Committee provides that any Stock Option is
exercisable only in installments, the Committee may at any time
waive such installment exercise provisions, in whole or in part,
based on such factors as the Committee may determine. In
addition, the Committee may at any time accelerate the
exercisability of any Stock Option.
(d) Method of Exercise. Subject to the provisions of this Article
6, Stock Options may be exercised, in whole or in part, at any
time during the option term by giving written notice of exercise
to the Company specifying the number of Shares subject to the
Stock Option to be purchased.
Such notice shall be accompanied by payment in full of the
purchase price by certified or bank check or such other
instrument as the Company may accept. If approved by the
Committee, payment, in full or in part, may also be made in the
form of delivery of unrestricted Shares already owned by the
optionee of the same class as the Shares subject to the Stock
Option (based on the Fair Market Value of the shares on the date
the Stock Option is exercised), or by certifying ownership of
such Shares by the Participant to the satisfaction of the Company
for later delivery to the Company as specified by the Committee;
provided, however, that, in the case of an Incentive Stock Option
the right to make a payment in the form of already owned Shares
of the same class as the Shares subject to the Stock Option may
be authorized only at the time the Stock Option is granted.
In the discretion of the Committee, payment for any Shares
subject to a Stock Option may also be made pursuant to a
''cashless exercise'' by delivering a properly executed exercise
notice to the Company, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the purchase price, and,
if requested, the amount of any federal, state, local or foreign
withholding taxes. To facilitate the foregoing, the Company may
enter into agreements for coordinated procedures with one or more
brokerage firms.
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<PAGE> 9
No shares shall be issued until full payment therefor has been
made. An optionee shall have all of the rights of a stockholder
of the Company holding the class or series of Shares that is
subject to such Stock Option (including, if applicable, the right
to vote the shares and the right to receive dividends), when the
optionee has given written notice of exercise and has paid in
full for such Shares.
(e) Restrictions on Share Transferability. The Committee may
impose such restrictions on any Shares acquired pursuant to the
exercise of an Option under the Plan as it may deem advisable,
including, without limitation, restrictions under applicable
Federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed and/or
traded, and under any blue sky or state securities laws
applicable to such Shares.
(f) Nontransferability of Stock Options. No Stock Option shall be
transferable by the optionee other than (i) by will or by
application of the laws of descent and distribution; or (ii) in
the case of a Nonqualified Stock Option, pursuant to (a) a
domestic relations order issued by a tribunal of competent
jurisdiction or (b) a gift to members of such optionee's
immediate family, whether directly or indirectly or by means of a
trust or partnership or otherwise, if expressly permitted under
the applicable option agreement. All Stock Options shall be
exercisable, subject to the terms of this Plan, during the
optionee's lifetime, only by the optionee or by the guardian or
legal representative of the optionee or, in the case of a
Nonqualified Stock Option, its alternative payee pursuant to such
domestic relations order, it being understood that the term
''holder'' and ''optionee'' include the guardian and legal
representative of the optionee named in the option agreement and
any person to whom an option is transferred by will or the laws
of descent and distribution or, in the case of a Nonqualified
Stock Option, pursuant to a domestic relations order or a gift
permitted under the applicable option agreement.
(g) Termination by Death. Unless otherwise determined by the
Committee, if an optionee's employment terminates by reason of
death, any Stock Option held by such optionee shall become
immediately and fully exercisable and may thereafter be exercised
for a period of one year (or such other period as the Committee
may specify in the option agreement) from the date of such death
or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. Notwithstanding any provision
herein to the contrary, unless otherwise determined by the
Committee, if an optionee dies after termination of the
optionee's employment, any Stock Option held by such optionee may
thereafter be exercised, to the extent such Stock Option was
exercisable as of the date of such death, for a period that
expires on the earliest of (i) the first anniversary of the date
of such death, (ii) the last date on which the optionee would
have been entitled to exercise such Stock Option had the optionee
not died or (iii) the date on which the stated term of such Stock
Option expires.
(h) Termination by Reason of Disability. Unless otherwise
determined by the Committee, if an optionee's employment
terminates by reason of Disability, any Stock Option held by such
optionee, if not fully vested and exercisable as of the date of
such termination, shall continue to vest according to such Stock
Option's stated vesting schedule and may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of
termination or thereafter becomes exercisable, or on such
accelerated basis as the Committee may determine, for a period of
three years (or such shorter period as the Committee may specify
in the option agreement) from the date of such termination of
employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however,
that if the optionee dies within such period, any unexercised
Stock Option held by such optionee shall continue to be
exercisable to the extent to which it was exercisable at the time
of death for the remainder of such period, or for a period of 12
months from the date of such death, or until the expiration of
the stated term of such Stock Option, whichever period is the
shortest. In the event of termination of employment by reason of
Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be
treated as a Nonqualified Stock Option.
(i) Termination by Reason of Retirement. Unless otherwise
determined by the Committee, if an optionee's employment
terminates by reason of retirement, the following vesting and
exercisability terms will apply. For purposes of this Plan, an
optionee shall be deemed to have terminated employment by reason
of retirement if such optionee is
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<PAGE> 10
age 55 years or older with 10 or more years of service with the
Company, has given due notice (as determined by the Committee),
and has entered into an agreement, the form and content of
which shall be specified by the Committee, not to compete with
the Company and its Affiliates for a period of one year following
such retirement.
<TABLE>
<CAPTION>
Years of Continued Years of Continued
Age at Vesting Following Exercisability
Retirement Retirement Following Retirement
<S> <C> <C>
55-59 1 2
60-64 2 3
65 or more 3 3
</TABLE>
With respect to any grants of a Stock Option occurring after
August 18, 1999, and notwithstanding any inconsistent provision
contained in the first paragraph of this Section 6.4(i), the
following vesting and exercisability terms shall apply. Any
optionee who has attained the age of 60 years or older with 15 or
more years of service with the company, and who meets the other
conditions specified by the second sentence of the first
paragraph of the Section 6.4(i), shall have 6 years of continued
vesting and exercisability following retirement.
Notwithstanding the foregoing, if the optionee dies within such
period of continued exercisability, any unexercised Stock Option
held by such optionee shall continue to be exercisable to the
extent to which it was exercisable at the time of death for the
remainder of such period, or for a period of 12 months from the
date of such death, or until the expiration of the stated term of
such Stock Option, whichever period is the shortest. In the event
of termination of employment by reason of retirement, if an
Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a
Nonqualified Stock Option.
(j) Other Termination. Unless otherwise determined by the
Committee: (A) if an optionee incurs a voluntary termination of
Employment, any Stock Option held by such optionee, to the extent
then exercisable, or on such accelerated basis as the Committee
may determine, may be exercised for the lesser of thirty days
from the date of such termination of Employment or the balance of
such Stock Option's term; and (B) if an optionee incurs a
termination of Employment because such optionee's Employment is
terminated by the Company or an Affiliate, other than by reason
of retirement or Disability or for Cause, any Stock Option held
by such optionee, to the extent then exercisable, or becomes
exercisable during the one-year period following termination of
employment by the Company or an Affiliate, or on such accelerated
basis as the Committee may determine, may be exercised for the
lesser of one year from the date of such termination of
Employment or the balance of such Stock Option's term; provided,
however, that if the optionee dies within such thirty-day or one-
year period, as the case may be, any unexercised Stock Option
held by such optionee shall continue to be exercisable to the
extent to which it was exercisable at the time of death for the
remainder of such period, or for a period of 12 months from the
date of such death, or until the expiration of the stated term of
such Stock Option, whichever period is the shortest.
Notwithstanding the foregoing, if an optionee incurs a
Termination of Employment at or after a Change of Control, other
than by reason of death, Disability or Retirement, any Stock
Option held by such optionee shall be exercisable for the lesser
of (1) six months and one day from the date of such termination
of Employment, and (2) the balance of such Stock Option's term.
In the event of termination of Employment, if an Incentive Stock
Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Nonqualified Stock Option.
(k) Termination for Cause. Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment for
Cause, all Stock Options held by such optionee shall thereupon
terminate.
(l) Change of Control Cash-Out. Notwithstanding any other
provision of the Plan, during the 60-day period from and after a
Change of Control (the ''Exercise Period''), unless the Committee
shall determine otherwise at the time of grant,
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<PAGE> 11
an optionee shall have the right, whether or not the Stock
Option is fully exercisable and in lieu of the payment of the
exercise price for the Shares being purchased under the Stock
Option and by giving notice to the Company, to elect (within the
Exercise Period) to surrender all or part of the Stock Option to
the Company and to receive cash, within 30 days of such notice, in
an amount equal to the amount by which the Change of Control Price
per Share shall exceed the exercise price per Share under the
Stock Option (the ''Spread'') multiplied by the number of Shares
granted under the Stock Option as to which the right granted under
this Section 6.4(l) shall have been exercised; provided, however,
that if the Change of Control is within six months of the date of
grant of a particular Stock Option held by an optionee who is an
officer or director of the Company and is subject to Section 16(b)
of the Exchange Act no such election shall be made by such
optionee with respect to such Stock Option prior to six months
from the date of grant. However, if the end of such 60-day period
from and after a Change of Control is within six months of the
date of grant of a Stock Option held by an optionee who is an
officer or director of the Company and is subject to Section 16(b)
of the Exchange Act, such Stock Option shall be cancelled in
exchange for a cash payment to the optionee, effected on the day
which is six months and one day after the date of grant of such
Option, equal to the Spread multiplied by the number of Shares
granted under the Stock Option.
Article 7. Stock Appreciation Rights
7.1 Grant of SARs. Subject to the terms and conditions of the
Plan, a SAR may be granted to an Employee at any time and from
time to time as shall be determined by the Committee. The
Committee may grant Freestanding SARs, Tandem SARs, or any
combination of these forms of SAR. In the case of a Nonqualified
Stock Option, Tandem SARs may be granted either at or after the
time of grant of such Stock Option. In the case of an Incentive
Stock Option, Tandem SARs may be granted only at the time of
grant of such Stock Option.
The Committee shall have complete discretion in determining the
number of SARs granted to each Participant (subject to Article 4
herein) and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such SARs.
However, the grant price of a Freestanding SAR shall be at least
equal to the Fair Market Value of a Share on the date of grant of
the SAR. The grant price of Tandem SARs shall equal the Option
Price of the related Option. In no event shall any SAR granted
hereunder become exercisable within the first six (6) months of
its grant. SARs may not be repriced without stockholder approval.
7.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all
or part of the Shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the
related Option. A Tandem SAR shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock
Option. A Tandem SAR may be exercised only with respect to the
Shares for which its related Option is then exercisable.
Notwithstanding any other provision of this Plan to the contrary,
with respect to a Tandem SAR granted in connection with an ISO;
(i) the Tandem SAR will expire no later than the expiration of
the underlying ISO; (ii) the value of the payout with respect to
the Tandem SAR may be for no more than one hundred percent (100%)
of the difference between the Option Price of the underlying ISO
and the Fair Market Value of the Shares subject to the underlying
ISO at the time the Tandem SAR is exercised; and (iii) the Tandem
SAR may be exercised only when the Fair Market Value of the
Shares subject to the ISO exceeds the Option Price of the ISO.
7.3 Exercise of Freestanding SARs. Subject to the other
provisions of this Article 7, Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, at its sole
discretion, imposes upon them.
7.4 SAR Agreement. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the
SAR, and such other provisions as the Committee shall determine.
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<PAGE> 12
7.5 Term of SARs. The term of a SAR granted under the Plan shall
be determined by the Committee, at its sole discretion; provided,
however, that such term shall not exceed ten (10) years.
7.6 Payment of SAR Amount. Upon exercise of a SAR, a Participant
shall be entitled to receive payment from the Company in an
amount determined by multiplying:
(a) The excess of the Fair Market Value of a Share on the
date of exercise over the grant price of the SAR; by
(b) The number of Shares with respect to which the SAR is
exercised.
At the discretion of the Committee, the payment upon SAR exercise
may be in cash, in Shares of equivalent value, or in some
combination thereof.
7.7 Rule 16b-3 Requirements. Notwithstanding any other provision
of the Plan, the Committee may impose such conditions on exercise
of a SAR (including, without limitation, the right of the
Committee to limit the time of exercise to specified periods) as
may be required to satisfy the requirements of any rule or
interpretation promulgated under Section 16 (or any successor
rule) of the Act.
7.8 Nontransferability of SARs. No SAR granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, other than by will or by application of the laws
of descent and distribution. Further, all SARs granted to a
Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant. Notwithstanding the foregoing,
at the discretion of the Committee, an Award Agreement may permit
the transferability of a SAR by a Participant solely to members
of the Participant's immediate family or trusts for the benefit
of such persons.
Article 8. Restricted Stock
8.1 Administration. Shares of Restricted Stock may be awarded
either alone or in addition to other Awards granted under the
Plan. The Committee shall determine the officers and employees to
whom and the time or times at which grants of Restricted Stock
will be awarded, the number of shares to be awarded to any
Participant (subject to the aggregate limit on grants to
individual Participants set forth in Article 4), the conditions
for vesting, the time or times within which such Awards may be
subject to forfeiture and any other terms and conditions of the
Awards, in addition to those contained in Section 8.3.
The Committee may, prior to grant, condition the vesting of
Restricted Stock upon continued service of the Participant. The
provisions of Restricted Stock Awards need not be the same with
respect to each recipient.
8.2 Awards and Certificates. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of one or more
stock certificates. Any certificate issued in respect of shares
of Restricted Stock shall be registered in the name of such
Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award,
substantially in the following form:
''The sale or other transfer of the Shares of stock
represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the Tupperware
Corporation 1996 Incentive Plan, and in a Restricted Stock
Agreement. A copy of the Plan and such Restricted Stock
Agreement may be obtained from Tupperware Corporation.''
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<PAGE> 13
The Committee may require that the certificates evidencing such
Shares be held in custody by the Company until the restrictions
thereon shall have lapsed and that, as a condition of any Award
of Restricted Stock, the Participant shall have delivered a stock
power, endorsed in blank, relating to the Common Stock covered by
such Award.
8.3 Terms and Conditions. Shares of Restricted Stock shall be
subject to the following terms and conditions:
(a) Subject to the provisions of the Plan and the
Restricted Stock Agreement referred to in Section 8.3(f),
during the Restricted Period, the Participant shall not be
permitted to sell, assign, transfer, pledge or otherwise
encumber shares of Restricted Stock, except that, if
expressly provided in the Restricted Stock Agreement, a
Participant may, during the Restriction Period, transfer
shares of Restricted Stock to members of the Participant's
immediate family or trusts or partnerships for the benefit
of such persons. Within these limits, the Committee may
provide for the lapse of restrictions based upon period of
service in installments or otherwise and may accelerate or
waive, in whole or in part, restrictions based upon period
of service. Notwithstanding the foregoing, any Restricted
Stock Award granted hereunder shall have a Restriction
Period of not less than three years, except that an
aggregate amount of Restricted Stock Awards not exceeding
one-third of the Shares available for use as Restricted
Stock Awards pursuant to Section 4.1 of the Plan may be
issued without a minimum Restriction Period.
(b) Except as provided in this paragraph (b) and paragraph
(a), above, and the Restricted Stock Agreement, the
Participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a stockholder of the
Company holding the class or series of Shares that is the
subject of the Restricted Stock, including, if applicable,
the right to vote the shares and the right to receive any
cash dividends. Unless otherwise determined by the
Committee in the applicable Restricted Stock Agreement,
dividends payable in Shares shall be paid in the form of
Restricted Stock of the same class as the Shares with which
such dividend was paid, held subject to the vesting of the
underlying Restricted Stock. In the event that any dividend
constitutes a ''derivative security'' or an ''equity
security'' pursuant to Rule 16(a) under the Act, such
dividend shall be subject to a vesting period equal to the
longer of: (i) the remaining vesting period of the Shares
of Restricted Stock with respect to which the dividend is
paid; or (ii) six months. The Committee shall establish
procedures for the application of this provision.
(c) Except to the extent otherwise provided in the
applicable Restricted Stock Agreement and paragraphs (a)
and (d) of this Section 8.3 and Section 13.1(b), upon a
Participant's Termination of Employment for any reason
during the Restriction Period, all Shares still subject to
restriction shall be forfeited by the Participant.
(d) Except to the extent otherwise provided in Section
13.1(b), in the event that a Participant retires or such
Participant's employment is involuntarily terminated (other
than for Cause), the Committee shall have the discretion to
waive, in whole or in part, any or all remaining
restrictions with respect to any or all of such
Participant's shares of Restricted Stock.
(e) If and when any applicable Restriction Period expires
without a prior forfeiture of the Restricted Stock,
unlegended certificates for such shares shall be delivered
to the Participant upon surrender of the legended
certificates.
(f) Each Award shall be confirmed by, and be subject to,
the terms of a Restricted Stock Agreement.
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<PAGE> 14
Article 9. Performance Awards
9.1 Grant of Performance Awards. Subject to the terms of the
Plan, Performance Awards may be granted to eligible Employees at
any time and from time to time, as shall be determined by the
Committee, and may be granted either alone or in addition to
other Awards granted under the Plan. The Committee shall have
complete discretion in determining the number, amount and timing
of Awards granted to each Participant. Such Performance Awards
may take the form determined by the Committee, including without
limitation, cash, Shares, Performance Units and Performance
Shares, or any combination thereof. Performance Awards may be
awarded as short-term or long-term incentives.
9.2 Performance Goals. (a) The Committee shall set Performance
Goals at its discretion which, depending on the extent to which
they are met, will determine the number and/or value of
Performance Awards that will be paid out to the Participants, and
may attach to such Performance Awards one or more restrictions,
including, without limitation, a requirement that Participants
pay a stipulated purchase price for each Performance Share, or
restrictions which are necessary or desirable as a result of
applicable laws or regulations. Each Performance Award may be
confirmed by, and be subject to, a Performance Award Agreement.
(b) The Committee shall have the authority at any time to
make adjustments to Performance Goals for any outstanding
Performance Awards which the Committee deems necessary or
desirable unless at the time of establishment of goals the
Committee shall have precluded its authority to make such
adjustments.
(c) Performance Periods shall, in all cases, exceed six (6)
months in length.
9.3 Value of Performance Units/Shares. (a) Each Performance Unit
shall have an initial value that is established by the Committee
at the time of grant.
(b) Each Performance Share shall have an initial value
equal to the Fair Market Value of a Share on the date of
grant.
9.4 Earning of Performance Awards. After the applicable
Performance Period has ended, the holder of Performance Awards
shall be entitled to receive the payout earned by the Participant
over the Performance Period, to be determined as a function of
the extent to which the corresponding Performance Goals have been
achieved, except as adjusted pursuant to Section 9.2(b) or as
deferred pursuant to Article 11.
9.5 Timing of Payment of Performance Awards. Payment of earned
Performance Awards shall be made in accordance with terms and
conditions prescribed or authorized by the Committee. The
Committee may permit the Participants to elect to defer or the
Committee may require the deferral of, the receipt of Performance
Awards upon such terms as the Committee deems appropriate.
9.6 Nontransferability. Performance Awards may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by application of the laws of
descent and distribution. Further, a Participant's rights under
the Plan shall be exercisable during the Participant's lifetime
only by the Participant or the Participant's Beneficiary.
Notwithstanding the foregoing, at the discretion of the
Committee, an Award Agreement may permit the transferability of a
Performance Award by a Participant solely to members of the
Participant's immediate family or trusts or partnerships for the
benefit of such persons.
9.7 Termination. Performance Awards shall be subject to the
following terms and conditions:
(a) Except to the extent otherwise provided in the
applicable Performance Award Agreement, if any, and
Sections 9.7(b) and 13.1(c), upon a Participant's
Termination of Employment for any reason during the
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<PAGE> 15
Performance Period or before any applicable Performance
Goals are satisfied, the rights to the shares still covered
by the Performance Award shall be forfeited by the
Participant.
(b) Except to the extent otherwise provided in Section
13.1(c), in the event that a Participant's employment is
terminated (other than for Cause), or in the event a
Participant retires, the Committee shall have the
discretion to waive, in whole or in part, any or all
remaining payment limitations (other than, in the case of
Performance Awards with respect to which a Participant is a
Covered Employee, satisfaction of any applicable
Performance Goals unless the Participant's employment is
terminated by reason of death or disability) with respect
to any or all of such Participant's Performance Awards.
Article 10. Beneficiary
10.1 Designation. Each Participant under the Plan may, from time
to time, name any Beneficiary or Beneficiaries (who may be named
contingently or successively). Each such designation shall revoke
all prior designations by the same Participant, shall be in a
form prescribed by the Company, and shall be effective only when
filed by the Participant in writing with the Company during the
Participant's lifetime. Any such designation shall control over
any inconsistent testamentary or inter vivos transfer by a
Participant, and any benefit of a Participant under the Plan
shall pass automatically to a Participant's Beneficiary pursuant
to a proper designation pursuant to this Section 10.1 without
administration under any statute or rule of law governing the
transfer of property by will, trust, gift or intestacy.
10.2 Absence of Designation. In the absence of any such
designation contemplated by Section 10.1, benefits remaining
unpaid at the Participant's death shall be paid pursuant to the
Participant's will or pursuant to the laws of descent and
distribution.
Article 11. Deferrals
The Committee may permit a Participant to elect, or the Committee
may require at its sole discretion subject to the proviso set
forth below, any one or more of the following: (i) the deferral
of the Participant's receipt of cash, (ii) a delay in the
exercise of an Option or SAR, (iii) a delay in the lapse or
waiver of restrictions with respect to Restricted Stock, or (iv)
a delay of the satisfaction of any requirements or goals with
respect to Performance Awards; provided, however, the Committee's
authority to take such actions hereunder shall exist only to the
extent necessary to reduce or eliminate a limitation on the
deductibility of compensation paid to the Participant pursuant to
(and so long as such action in and of itself does not constitute
the exercise of impermissible discretion under) Section 162(m) of
the Code, or any successor provision thereunder. If any such
deferral is required or permitted, the Committee shall establish
rules and procedures for such deferrals, including provisions
relating to periods of deferral, the terms of payment following
the expiration of the deferral periods, and the rate of earnings,
if any, to be credited to any amounts deferred thereunder.
Article 12. Rights of Employees
12.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any
Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company.
For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.
12.2 Participation. No Employee shall have the right to be
selected to receive an Award under this Plan, or, having been so
selected, to be selected to receive a future Award.
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Article 13. Change of Control
13.1 Impact of Event. Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change of Control:
(a) Any Stock Options or SARs outstanding as of the date
such Change of Control is determined to have occurred, and
which are not then exercisable and vested, shall become
fully exercisable and vested to the full extent of the
original grant; provided, however, that in the case of the
holder of Stock Options or SARs who is actually subject to
Section 16(b) of the Exchange Act, such Stock Options or
SARs shall have been outstanding for at least six months at
the date such Change of Control is determined to have
occurred.
(b) The restrictions and deferral limitations applicable to
any Restricted Stock shall lapse, and such Restricted Stock
shall become free of all restrictions and become fully
vested and transferable to the full extent of the original
grant.
(c) All Performance Awards shall be considered to be earned
and payable in full, and any deferral or other restriction
shall lapse and such Performance Units shall be settled in
cash as promptly as is practicable.
Article 14. Amendment, Modification, and Termination
14.1 Amendment, Modification, and Termination. At any time and
from time to time, the Board may terminate, amend, or modify the
Plan. However, no amendment, alteration or discontinuation shall
be made which would disqualify the Plan from the exemption
provided by Rule 16b-3, and no such amendment shall be made
without the approval of the Company's stockholders to the extent
such approval is required by law or agreement.
14.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall adversely affect in any material
way any Award previously granted under the Plan, without the
written consent of the Participant holding such Award except such
an amendment made to cause the Plan or Award to qualify for the
exemption provided by Rule 16b-3. The Committee shall have the
right to replace any previously-granted Award under the Plan with
an Award equal to the value of the replaced Award at the time of
replacement, without obtaining the consent of the Participant
holding such Award.
Subject to the above provisions, the Board shall have authority
to amend the Plan to take into account changes in law and tax and
accounting rules as well as other developments, and to grant
Awards which qualify for beneficial treatment under such rules
without stockholder approval.
Article 15. Withholding
15.1 Tax Withholding. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy Federal, state, and
local taxes (including the Participant's FICA obligation)
required by law to be withheld with respect to any taxable event
arising under or as a result of this Plan.
15.2 Share Withholding. With respect to withholding required
and/or permitted upon the exercise of Options or SARs, upon the
lapse of restrictions on Restricted Stock, or upon any other
taxable event hereunder, Participants may elect, subject to the
approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold
Shares (or by surrendering Shares previously owned which have
been held for longer than six months) having a Fair Market Value
on the date the tax is to be determined equal to the minimum
statutory total tax
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<PAGE> 17
which could be imposed on the transaction. All elections shall be
irrevocable, made in writing, signed by the Participant, and
elections by Insiders shall additionally comply with the
requirements established by the Committee.
Article 16. Successors
All obligations of the Company under the Plan, with respect to
Awards granted hereunder, shall be binding on any successor to
the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation,
spin-off, or otherwise, of all or substantially all of the
business and/or assets of the Company.
Article 17. Legal Construction
17.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular
shall include the plural.
17.2 Severability. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.
17.3 Requirements of Law. The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
With respect to Insiders, transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3
or its successors under the Exchange Act. To the extent any
provision of the plan or action by the Committee fails to comply
with Section 17.3, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
Notwithstanding any other provision set forth in the Plan, if
required by any rule or interpretation promulgated under Section
16 of the Exchange Act, any ''derivative security'' or ''equity
security'' offered pursuant to the Plan to any Insider may not be
sold or transferred for at least six (6) months after the date of
grant of such Award. The terms ''equity security'' and
''derivative security'' shall have the meanings ascribed to them
in the then-current Rule 16(a) under the Exchange Act.
Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for Shares under the
Plan prior to fulfillment of all of the following conditions:
i. Listing or approval for listing upon notice of
issuance, of such shares on the New York Stock Exchange,
Inc., or such other securities exchange as may at the time
be the principal market for the Shares;
ii. Any registration or other qualification of such
Shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable; and
iii. Obtaining any other consent, approval, or permit
from any state or federal governmental agency which the
Committee shall, in its absolute discretion after receiving
the advice of counsel, determine to be necessary or
advisable.
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<PAGE> 18
17.4 Pooling. Notwithstanding anything in the Plan to the
contrary, if any right granted pursuant to this Plan would make a
Change of Control transaction ineligible for pooling-of-interests
accounting under APB No.16 that but for the nature of such grant
would otherwise be eligible for such accounting treatment, the
Committee shall have the ability to substitute for the cash
payable pursuant to such grant Common Stock with a Fair Market
Value equal to the cash that would otherwise be payable
hereunder.
17.5 Governing Law. To the extent not preempted by Federal law,
the Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of
Delaware.
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Exhibit 10.2
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
AGREEMENT by and between TUPPERWARE CORPORATION, a Delaware
corporation (the "Company") and ________________________ (the
"Executive"), dated as of the ___ day of ________, 19___.
The Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and
its shareholders to assure that the Company will have the
continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as
defined below) of the Company. The Board believes it is
imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to
encourage the Executive's full attention and dedication to the
Company currently and in the event of any threatened or pending
Change of Control, and to provide the Executive with compensation
and benefits arrangements upon a Change of Control which ensure
that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this
Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
(a) The "Effective Date" shall be the first date
during the Protection Period (as defined in Section 1(b)) on
which a Change of Control occurs. Anything in this Agreement to
the contrary notwithstanding, if a Change of Control occurs and
if the Executive's employment with the Company is terminated
prior to the date on which the Change of Control occurs, and if
it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party
who has taken steps reasonably calculated to effect the Change of
Control or (ii) otherwise arose in connection with or
anticipation of the Change of Control, then for all purposes of
this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment.
(b1) The "Protection Period" shall be the period
commencing on the date hereof and ending on the third anniversary
of such date; provided, however, that commencing on the date one
year after the date hereof, and on each annual anniversary of
such date (such date and each annual anniversary thereof shall be
hereinafter referred to as the "Renewal Date"), the Protection
Period shall be automatically extended so as to terminate three
years from such Renewal Date, unless at least 60 days prior to
the
<PAGE> 2
Renewal Date the Company shall give notice to the Executive that
the Protection Period shall not be so extended.
2. Change of Control. For the purpose of this Agreement,
a "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control:
(i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (c) of
this Section 2; or
(b) Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection
with an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Board; or
(c) Consummation by the Company of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the acquisition
of assets of another corporation (a "Corporate Transaction"), in
each case, unless, following such Corporate Transaction, (i) all
or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common
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<PAGE> 3
Stock and Outstanding Company Voting Securities immediately prior
to such Corporate Transaction beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Corporate Transaction and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction were
members of the Incumbent Board at the time of the execution of
the initial agreement, or at the time of the action of the Board,
providing for such Corporate Transaction; or
(d) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
3. Employment Period. The Company hereby agrees to
continue the Executive in its employ, and the Executive hereby
agrees to remain in the employ of the Company subject to the
terms and conditions of this Agreement, for the period commencing
on the Effective Date and ending on the third anniversary of such
date (the "Employment Period").
4. Terms of Employment.
(a) Position and Duties.
(i) During the Employment Period, (A) the Executive's
position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at
least commensurate in all material respects with the most
significant of those held, exercised and assigned at any time
during the 90-day period immediately preceding the Effective Date
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<PAGE> 4
and (B) the Executive's services shall be performed at the
location where the Executive was employed immediately preceding
the Effective Date or any office or location less than 35 miles
from the Executive's primary residence immediately prior to such
relocation.
For purposes of Section 4(a)(i)(A) such position, authority,
duties and responsibilities shall be regarded as not commensurate
if, as a result of a Change of Control, (I), the Company becomes
a direct or indirect subsidiary of another corporation or becomes
controlled, directly or indirectly, by an unincorporated entity
(such ultimate parent corporation or unincorporated entity is
hereinafter referred to as a "parent company"), or (II) all or
substantially all of the assets of the Company are acquired by
another corporation or corporations or unincorporated entity or
entities owned or controlled, directly or indirectly, by another
corporation or unincorporated entity (such ultimate parent
corporation or unincorporated entity is also hereinafter referred
to as a "parent company"), unless, in each case, (x) Section 11
(c) of this Agreement shall have been complied with by any such
parent company and (y) the Executive shall have assumed a
position with such parent company and the Executive's position,
authority, duties and responsibilities with such parent company
are at least commensurate in all material respects with the most
significant of those held, exercised and assigned with the
Company at any time during the 90-day period immediately
preceding the Effective Date, or (III) the Company becomes owned
or controlled, directly or indirectly, by more than one other
corporation and/or unincorporated entity, as the case may be,
which are not owned or controlled, directly or indirectly, by a
single parent company or more than one unrelated corporation or
unincorporated entity acquires a significant portion of the
assets of the Corporation and such unrelated corporations or
unincorporated entities, as the case may be, are not owned or
controlled, directly or indirectly, by a single parent company.
(ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is
entitled, the Executive agrees to devote reasonable attention and
time during normal business hours to the business and affairs of
the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and
efficiently such responsibilities. During the Employment Period
it shall not be a violation of this Agreement for the Executive
to (A) serve on corporate, civic or charitable boards or
committees, (B) deliver lectures, fulfill speaking engagements or
teach at
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<PAGE> 5
educational institutions and (C) manage personal investments, so
long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of
the Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities
have been conducted by the Executive prior to the Effective Date,
the continued conduct of such activities (or the conduct of
activities similar in nature and scope thereto) subsequent to the
Effective Date shall not thereafter be deemed to interfere with
the performance of the Executive's responsibilities to the
Company.
(b) Compensation.
(i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base
Salary"), which shall be paid at a monthly rate, at least equal
to twelve times the highest monthly base salary paid or payable,
including any base salary which has been earned but deferred, to
the Executive by the Company and its affiliated companies in
respect of the twelve-month period immediately preceding the
month in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least
annually and shall be increased at any time and from time to time
as shall be substantially consistent with increases in base
salary generally awarded in the ordinary course of business to
other peer executives of the Company and its affiliated
companies. Any increase in Annual Base Salary shall not serve to
limit or reduce any other obligation to the Executive under this
Agreement. Annual Base Salary shall not be reduced after any
such increase and the term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased. As
used in this Agreement, the term "affiliated companies" shall
include any company controlled by, controlling or under common
control with the Company.
(ii) Incentive Awards. In addition to Annual Base
Salary, the Executive shall be awarded, for each fiscal year
ending during the Employment Period, an annual incentive award
(the "Annual Incentive Award") and a long-term incentive award
(the "Long-Term Cash Incentive Award" and together with the
Annual Incentive Award, the "Incentive Awards") in cash at least
equal to the average annualized (for any fiscal year consisting
of less than twelve full months or with respect to which the
Executive has been employed by the Company for less than twelve
full months) annual incentive award and long-term cash incentive
award, respectively (together, the "Recent Incentive Awards"),
paid or payable, including by reason of any deferral, to the
Executive by the Company and its affiliated companies in respect
of the three fiscal
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<PAGE> 6
years immediately preceding the fiscal year in which the
Effective Date occurs; provided, however, that for any year of
such three-year period in which the actual incentive awards were
less than the target level of such incentive awards, then the
target levels of such incentive awards shall be used for purposes
of the foregoing formula. Each such Annual Incentive Award and
Long-Term Cash Incentive Award shall be paid no later than the
end of the third month of the fiscal year next following the
fiscal year for which the Annual Incentive Award or the Long-
Term Cash Incentive Award, as the case may be, is awarded, unless
the Executive shall elect to defer the receipt of such Annual
Incentive Award or Long-Term Cash Incentive Award.
(iii) Profit Sharing, Thrift, Savings and Pension
Plans. In addition to Annual Base Salary and Incentive Awards
payable as hereinabove provided, the Executive shall be entitled
to participate during the Employment Period in all profit
sharing, thrift, savings and pension plans, practices, policies
and programs generally applicable to other peer executives of the
Company and its affiliated companies, but in no event shall such
plans, practices, policies and programs provide the Executive
with profit sharing opportunities (measured with respect to both
regular and special profit sharing opportunities), thrift
opportunities, savings opportunities and pension benefits
opportunities, in each case, less favorable, in the aggregate,
than the most favorable of those provided by the Company and its
affiliated companies for the Executive under such plans,
practices, policies and programs as in effect at any time during
the 90-day period immediately preceding the Effective Date or if
more favorable to the Executive, those provided generally at any
time after the Effective Date to other peer executives of the
Company and its affiliated companies.
(iv) Welfare Benefit Plans. During the Employment
Period, the Executive and/or the Executive's family, as the case
may be, shall be eligible for participation in and shall receive
all benefits under welfare benefit plans, practices, policies and
programs provided by the Company and its affiliated companies
(including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and
programs) to the extent generally applicable to other peer
executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide
benefits which are less favorable, in the aggregate, than the
most favorable of such plans, practices, policies and programs in
effect for the Executive at any time during the 90-day period
immediately preceding the Effective Date or if more favorable to
the Executive, those
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<PAGE> 7
provided generally at any time after the Effective Date to other
peer executives of the Company and its affiliated companies.
(v) Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by the Executive in accordance
with the most favorable policies, practices and procedures of the
Company and its affiliated companies in effect for the Executive
at any time during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.
(vi) Perquisites. During the Employment Period, the
Executive shall be entitled to perquisites in accordance with the
most favorable plans, practices, programs and policies of the
Company and its affiliated companies in effect for the Executive
at any time during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.
(vii) Office and Support Staff. During the Employment
Period, the Executive shall be entitled to an office or offices
of a size and with furnishings and other appointments, and to
exclusive personal secretarial and other assistance, at least
equal to the most favorable of the foregoing provided to the
Executive by the Company and its affiliated companies at any time
during the 90-day period immediately preceding the Effective Date
or, if more favorable to the Executive, as provided at any time
thereafter generally with respect to other peer executives of the
Company and its affiliated companies.
(viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with
the most favorable plans, policies, programs and practices of the
Company and its affiliated companies as in effect for the
Executive at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with
respect to other peer executives of the Company and its
affiliated companies.
5. Termination of Employment.
(a) Death or Disability. The Executive's employment
shall terminate automatically upon the Executive's death during
the Employment Period. If the Company determines in good faith
that
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<PAGE> 8
the Disability of the Executive has occurred during the
Employment Period (pursuant to the definition of "Disability" set
forth below), it may give to the Executive written notice in
accordance with Section 12(b) of this Agreement of its intention
to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective
on the 30th day after receipt of such notice by the Executive
(the "Disability Effective Date"), provided that, within the 30
days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties. For purposes of
this Agreement, "Disability" means the absence of the Executive
from the Executive's duties with the Company on a substantially
full-time basis for 180 consecutive business days as a result of
incapacity due to mental or physical illness which is determined
to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the
Executive's legal representative (such agreement as to
acceptability not to be withheld unreasonably).
(b) Cause. The Company may terminate the Executive's
employment during the Employment Period for Cause. For purposes
of this Agreement, "Cause" shall mean:
(i) the willful and continued failure of the Executive
to perform substantially the Executive's duties with the Company
or one of its affiliates (other than any such failure resulting
from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to the
Executive by the Board or the Chief Executive Officer of the
Company which specifically identifies the manner in which the
Board or Chief Executive Officer believes that the Executive has
not substantially performed the Executive's duties, or
(ii) the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and demonstrably
injurious to the Company.
For purposes of this provision, no act or failure to act, on the
part of the Executive, shall be considered "willful" unless it is
done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive's action or omission
was in the best interests of the Company. Any act, or failure to
act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief
Executive Officer or a senior officer of the Company or based
upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in
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<PAGE> 9
good faith and in the best interests of the Company. The
cessation of employment of the Executive shall not be deemed to
be for Cause unless and until there shall have been delivered to
the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held
for such purpose (after reasonable notice is provided to the
Executive and the Executive is given an opportunity, together
with counsel, to be heard before the Board), finding that, in the
good faith opinion of the Board, the Executive is guilty of the
conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.
(c) Good Reason; Window Period. The Executive's
employment may be terminated (i) during the Employment Period by
the Executive for Good Reason or (ii) during the Window Period by
the Executive for any reason or for no reason. For purposes of
this Agreement, the "Window Period" shall mean that 30-day period
immediately following the first anniversary of the Effective
Date. For purposes of this Agreement, "Good Reason" shall mean
(i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section
4(a) of this Agreement, or any other action by the Company which
results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;
(ii) any failure by the Company to comply with any of
the provisions of Section 4(b) of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring in
bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;
(iii) the Company's requiring the Executive to be
based at any office or location other than that described in
Section 4(a)(i)(B) hereof;
(iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by
this Agreement; or
(v) any failure by the Company or any successor to
comply with and satisfy Section 11(c) of this Agreement, provided
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<PAGE> 10
that such successor has received at least ten days prior written
notice from the Company or the Executive of the requirements of
Section 11(c) of this Agreement.
For purposes of this Section 5(c), any good faith determination
of "Good Reason" made by the Executive shall be conclusive.
(d) Notice of Termination. Any termination by the
Company for Cause, or by the Executive during the Window Period
or for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with
Section 12(b) of this Agreement. For purposes of this Agreement,
a "Notice of Termination" shall mean a written notice which (i)
indicates the specific termination provision in this Agreement
relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Executive's employment under the
provision so indicated and (iii) if the Date of Termination (as
defined below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than
fifteen days after the giving of such notice). The failure by
the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause, as the case may be, shall not
waive any right of the Executive or the Company, respectively,
hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the
Executive's or the Company's rights hereunder.
(e) Date of Termination. "Date of Termination" shall
mean (i) if the Executive's employment is terminated by the
Company for Cause, or by the Executive during the Window Period
or for Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may
be, (ii) if the Executive's employment is terminated by the
Company other than for Cause, Disability or death, the Date of
Termination shall be the date on which the Company notifies the
Executive of such termination, and (iii) if the Executive's
employment is terminated by reason of death or Disability, the
Date of Termination shall be the date of death of the Executive
or the Disability Effective Date, as the case may be.
6. Obligations of the Company upon Termination. (a) Good
Reason or during the Window Period; Other than for Cause or
Disability. If, during the Employment Period, the Company shall
terminate the Executive's employment other than for Cause or
Disability or the Executive shall terminate employment either for
-10-
<PAGE> 11
Good Reason or during the Window Period, the Company shall have
the following obligations.
(i) The Company shall pay to the Executive in a lump
sum in cash within 30 days after the Date of Termination the
aggregate of the following amounts:
(A) the amount equal to the product of (x) three and
(y) the sum of the Executive's Annual Base Salary and the
Executive's Highest Incentive Award; provided, however, that such
amount shall be paid in lieu of, and the Executive hereby waives
the right to receive, any other amount of severance relating to
salary or bonus continuation to be received by the Executive upon
such termination of employment under any severance plan, policy
or arrangement of the Company; and
(B) the amount equal to the product of (x) the sum of
the maximum Annual Incentive Award and the maximum Long-Term
Incentive Award that would have been available to the Executive
under the applicable incentive plans of the Company and the
policies and procedures thereunder for the fiscal year of the
Company in which the Change of Control occurs or, if greater, the
fiscal year in which the Date of Termination occurs and (y) a
fraction, the numerator of which is the number of days in the
current fiscal year through the Date of Termination, and the
denominator of which is 365; and
(C) the amount of the Executive's Annual Base Salary
through the Date of Termination to the extent not theretofore
paid and the amount of any compensation previously deferred by
the Executive (together with any accrued interest thereon) and
not yet paid by the Company and any accrued vacation pay of the
Executive not yet paid by the Company.
For purposes of this Agreement, the aggregate of the amounts
described in clauses (A), (B) and (C) of this Section 6(a) shall
hereafter be referred to as the "Special Termination Amount" and
the term "Highest Annual Award" shall mean the greater of (1) the
sum of the Annual Incentive Award and the Long-Term Incentive
Award paid or payable, including by reason of any deferral, to
the Executive (and annualized for any fiscal year consisting of
less than twelve full months or for which the Executive has been
employed for less than twelve full months) for the most recently
completed fiscal year during the Employment Period, if any, and
(2) the Recent Incentive Awards. The sum of the amounts
described in clauses (B) and (C) of this Section 6(a) shall be
hereinafter referred to as the "Accrued Obligations".
-11-
<PAGE> 12
(ii) For the remainder of the Employment Period, or
such longer period as any plan, program, practice or policy may
provide, the Company shall continue benefits to the Executive
and, where applicable, the Executive's family at least equal to
those which would have been provided to them in accordance with
the plans, programs, practices and policies described in Section
4(b)(iv) of this Agreement if the Executive's employment had not
been terminated in accordance with the most favorable plans,
practices, programs or policies of the Company and its affiliated
companies generally applicable to other peer executives and their
families during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies and
their families (for purposes of determining eligibility of the
Executive for retiree benefits pursuant to such plans, practices,
programs and policies, the Executive shall be considered to have
remained employed until the end of the Employment Period and to
have retired on the last day of such period); provided, however,
that with respect to medical benefits, the Company shall
continue, for the lifetime of the Executive, medical benefits for
the Executive and the Executive's family no less favorable than
the medical benefits provided to the Executive under the
Tupperware Corporation Benefits Plan (or any successor plan
thereto) during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter generally with respect to any other
peer executives of the Company and its affiliated companies and
their families; and, provided, further, that, in the event the
Executive becomes reemployed with another employer and is
eligible to receive medical or other welfare benefits under any
employer provided plan, the medical and other welfare benefits
described herein shall not be provided by the Company during such
applicable period of eligibility, but shall resume if such period
of eligibility shall terminate.
(iii) To the extent not theretofore paid or provided,
the Company shall timely pay or provide to the Executive any
other amounts or benefits required to be paid or provided or
which the Executive is eligible to receive under any plan,
program, policy or practice or contract or agreement of the
Company and its affiliated companies (such other amounts and
benefits shall be hereinafter referred to as the "Other
Benefits").
(b) Death. If the Executive's employment is
terminated by reason of the Executive's death during the
Employment Period, this Agreement shall terminate without further
obligations to the
-12-
<PAGE> 13
Executive's legal representatives under this Agreement, other
than the payment by the Company of the Special Termination
Amount, provided however, that the amount of such payment
determined under Section 6(a)(i)(A) shall be adjusted as follows.
The amount set forth in clause (A) shall be offset in all cases
by the basic life insurance benefit paid or payable in respect of
the Executive's death and, in addition, if the death occurs after
the one year anniversary following the Change of Control, it
shall be offset by the amount of any salary payments made to the
Executive for any periods of employment following the Change of
Control. The Special Termination Amount shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum
in cash within 30 days of the Date of Termination. Anything in
this Agreement to the contrary notwithstanding, the Executive's
family shall be entitled to receive benefits at least equal to
the most favorable benefits provided generally by the Company and
any of its affiliated companies to surviving families of peer
executives of the Company and such affiliated companies under
such plans, programs, practices and policies relating to family
death benefits, if any, as in effect generally with respect to
other peer executives and their families at any time during the
90-day period immediately preceding the Effective Date or, if
more favorable to the Executive and/or the Executive's family, as
in effect on the date of the Executive's death generally with
respect to other peer executives of the Company and its
affiliated companies and their families.
(c) Disability. If the Executive's employment is
terminated by reason of the Executive's Disability during the
Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than the payment by the
Company of the Special Termination Amount. The Special
Termination Amount shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination. Anything in
this Agreement to the contrary notwithstanding, the Executive
shall be entitled after the Disability Effective Date to receive
disability and other benefits at least equal to the most
favorable of those generally provided by the Company and its
affiliated companies to disabled executives and/or their families
in accordance with such plans, programs, practices and policies
relating to disability, if any, as in effect generally with
respect to other peer executives and their families at any time
during the 90-day period immediately preceding the Effective Date
or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter through the Date of
Termination generally with respect to other peer executives of
the Company and its affiliated companies and their families.
-13-
<PAGE> 14
(d) Cause; Other than for Good Reason or during the
Window Period. If the Executive's employment shall be terminated
for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than
the obligation to pay to the Executive Annual Base Salary through
the Date of Termination plus the amount of any compensation
previously deferred by the Executive, in each case to the extent
theretofore unpaid. If the Executive terminates employment
during the Employment Period, excluding a termination either for
Good Reason or without any reason during the Window Period, this
Agreement shall terminate without further obligations to the
Executive, other than for the Accrued Obligations, all of which
such Accrued Obligations shall be paid to the Executive in a lump
sum in cash within 30 days of the Date of Termination.
7. Non-exclusivity of Rights. Except as explicitly
modified or otherwise explicitly provided by this Agreement, (i)
nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices
provided by the Company or any of its affiliated companies and
for which the Executive may qualify, nor shall anything herein
limit or otherwise affect such rights as the Executive may have
under any other agreements with the Company or any of its
affiliated companies and (ii) amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any
plan, policy, practice or program of the Company or any of its
affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice
or program except as explicitly modified by this Agreement.
8. Full Settlement. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform
its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action
which the Company may have against the Executive or others. In
no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of
this Agreement and, except as provided in Section 6(d)(ii) of
this Agreement, such amounts shall not be reduced whether or not
the Executive obtains other employment. The Company agrees to
pay, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of
any contest (regardless of the outcome thereof) by the Company,
the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee
of performance thereof (including
-14-
<PAGE> 15
as a result of any contest by the Executive about the amount of
any payment pursuant to this Agreement), plus in each case
interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue
Code of 1986, as amended (the "Code").
9. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that as a
result, directly or indirectly, of any payment or distribution by
the Company to or for the benefit of the Executive, whether paid
or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise (a "Payment"), the Executive would
be subject to the excise tax imposed by Section 4999 of the Code
or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be
entitled to promptly receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive
of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, but
excluding any income taxes on the Payment, the Executive is in
the same after-tax position as if no Excise Tax had been imposed
upon the Executive.
(b) Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9,
including whether or when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determinations, shall be made by the
accounting firm of PriceWaterhouseCoopers LLP (the "Accounting
Firm") which shall provide detailed supporting calculations both
to the Company and the Executive within 15 business days of
receipt of notice from the Executive that there has been a
Payment or such earlier time as is requested by the Company. In
the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the Change
of Control, the Executive shall appoint another nationally
recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-
Up Payment, as determined pursuant to this Section 9, shall be
paid to the Executive within five days of the receipt of the
Accounting Firm's determination. If the Accounting
-15-
<PAGE> 16
Firm determines that no Excise Tax is payable by the Executive,
it shall furnish the Executive with a written opinion that
failure to report the Excise Tax on the Executive's applicable
federal income tax return would not result in the imposition of a
negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Company and the
Executive. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have
been made ("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 9(c) and the Executive
thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly
paid by the Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing
of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up Payment.
Such notification shall be given as soon as practicable but no
later than ten business days after the Executive knows of such
claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the
30-day period following the date on which it gives such notice to
the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the
Company notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the
Executive shall:
(i) give the Company any information reasonably
requested by the Company relating to such claim,
(ii) take such action in connection with contesting
such claim as the Company shall reasonably request in writing
from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
reasonably selected by the Company,
(iii) cooperate with the Company in good faith in
order effectively to contest such claim, and,
(iv) permit the Company to participate in any
proceedings relating to such claim;
-16-
<PAGE> 17
provided, however, that the Company shall bear and pay directly
all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold the Executive harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 9(c), the
Company shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or forgo any and
all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may, at
its sole option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that
if the Company directs the Executive to pay such claim and sue
for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such
advance or with respect to any imputed income with respect to
such advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company's control of the
contest shall be limited to issues with respect to which a Gross-
Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing
authority.
(d) If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 9(c), the
Executive becomes entitled to receive any refund with respect to
such claim, the Executive shall (subject to the Company's
complying with the requirements of Section 9(c)) promptly pay to
the Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto). If,
after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 9(c), a determination is made that
the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to
the expiration of 30 days
-17-
<PAGE> 18
after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.
10. Confidential Information. The Executive shall hold in
a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the
Company or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public
knowledge (other than by acts by the Executive or representatives
of the Executive in violation of this Agreement). After
termination of the Executive's employment with the Company, the
Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In no
event shall an asserted violation of the provisions of this
Section 10 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.
11. Successors. (a) This Agreement is personal to the
Executive and without the prior written consent of the Company
shall not be assignable by the Executive otherwise than by will
or by application of the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken place. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
12. Miscellaneous. (a) This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware, without reference to principles of conflict of laws.
The captions
-18-
<PAGE> 19
of this Agreement are not part of the provisions hereof and shall
have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal
representatives.
(b) All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the
other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Executive:
___________________________
c/o Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, Florida 32837
If to the Company:
Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, Florida 32802
Attention: General Counsel
Mailing Address:
P.O. Box 2353
Orlando, Florida 32802-2353
or to such other address as either party shall have furnished to
the other in writing in accordance herewith. Notice and
communications shall be effective when actually received by the
addressee.
(c) The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
(d) The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or
regulation.
(e) The Executive's or the Company's failure to insist
upon strict compliance with any provision hereof shall not be
deemed to be a waiver of such provision or any other provision of
this Agreement.
-19-
<PAGE> 20
(f) The Executive and the Company acknowledge that,
except as may otherwise be provided under any other written
agreement between the Executive and the Company, the employment
of the Executive by the Company is "at will" and, subject to
Section 1(a) hereof, prior to the Effective Date, may be
terminated by either the Executive or the Company at any time.
Moreover, if prior to the Effective Date, the Executive's
employment with the Company terminates, then the Executive shall
have no further rights under this Agreement. From and after the
Effective Date this Agreement shall supersede any other agreement
between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its
Board of Directors, the Company has caused these presents to be
executed in its name on its behalf, all as of the day and year
first above written.
(Executive)
TUPPERWARE CORPORATION
By
-20-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TUPPERWARE
CORPORATION'S THIRD QUARTER 1999 FINANCIAL STATEMENTS AS FILED IN ITS QUARTERLY
REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-25-1999
<PERIOD-START> DEC-27-1998
<PERIOD-END> SEP-25-1999
<CASH> 29,800
<SECURITIES> 0
<RECEIVABLES> 127,700
<ALLOWANCES> 26,700
<INVENTORY> 153,400
<CURRENT-ASSETS> 391,500
<PP&E> 946,500
<DEPRECIATION> 702,400
<TOTAL-ASSETS> 818,300
<CURRENT-LIABILITIES> 308,900
<BONDS> 296,400
0
0
<COMMON> 600
<OTHER-SE> 114,900
<TOTAL-LIABILITY-AND-EQUITY> 818,300
<SALES> 734,100
<TOTAL-REVENUES> 734,100
<CGS> 256,300
<TOTAL-COSTS> 256,300
<OTHER-EXPENSES> 2,400
<LOSS-PROVISION> 5,700
<INTEREST-EXPENSE> 17,100
<INCOME-PRETAX> 46,600
<INCOME-TAX> 11,000
<INCOME-CONTINUING> 35,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,600
<EPS-BASIC> 0.62
<EPS-DILUTED> 0.62
</TABLE>
