<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
</TABLE>
<TABLE>
<S> <C>
TUPPERWARE CORPORATION
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
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(4) Date Filed:
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</TABLE>
<PAGE>
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL
ORLANDO, FL 32837
------------------------
Mailing Address:
Post Office Box 2353
Orlando, FL 32802-2353
[LOGO]
To Our Shareholders:
It is my pleasure to invite you to attend the annual meeting of shareholders
of Tupperware Corporation to be held on Thursday, May 11, 2000, at The Peabody
Orlando, 9801 International Drive, Orlando, Florida. The meeting will begin at
10:00 a.m.
The notice of meeting and proxy statement following this letter describes
the business expected to be transacted at the meeting. During the meeting we
will also report on the current activities of the Company, and you will have an
opportunity to ask questions. Whether or not you plan to attend this meeting, we
urge you to sign the enclosed proxy card and return it, or to vote
telephonically or electronically, as soon as possible so that your shares will
be represented.
Sincerely,
[SIGNATURE]
Rick Goings
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
March 25, 2000
<PAGE>
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL
ORLANDO, FL 32837
------------------------
Mailing Address:
Post Office Box 2353
Orlando, FL 32802-2353
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2000 annual meeting of shareholders of Tupperware Corporation will be
held at The Peabody Orlando, 9801 International Drive, Orlando, Florida on
Thursday, May 11, 2000, at 10:00 a.m. to consider and vote upon:
1. The election of three directors for the term expiring at the 2003 annual
meeting of shareholders;
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors for the fiscal year ending December 30, 2000;
3. The proposal to approve the Tupperware Corporation 2000 Incentive Plan;
4. The proposal to approve Material Terms of Performance-Based Incentives
for Tupperware Corporation; and
5. Such other business as may properly come before the meeting and any
adjournment thereof.
The foregoing matters are described in more detail in the attached proxy
statement.
Please complete and sign the enclosed proxy card and return it promptly in
the accompanying postage-paid envelope or vote your shares telephonically or
electronically, as is contemplated by the voting materials. This will ensure
that your vote is counted whether or not you are able to be present. If you
attend the meeting, you may revoke your proxy and vote in person.
If you are a shareholder of record and plan to attend the meeting, please
check your proxy card in the space provided or indicate your intention to attend
as instructed by the telephonic and electronic voting instructions. Your
admission ticket will be mailed to you prior to the meeting date. If your shares
are not registered in your name, please advise the shareholder of record (your
broker, bank, etc.) that you wish to attend. That firm will provide you with
evidence of ownership which will admit you to the meeting.
By order of the Board of Directors,
[SIGNATURE]
Thomas M. Roehlk
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
March 25, 2000
2
<PAGE>
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Tupperware Corporation (the "Company") of
proxies to be voted at the annual meeting of shareholders of the Company to be
held on May 11, 2000, and at any adjournment thereof. This proxy statement and
the accompanying form of proxy are being mailed to shareholders on or about
March 25, 2000.
VOTING AT THE MEETING
The Board of Directors (the "Board") has fixed the close of business on
March 10, 2000, as the record date for determining shareholders entitled to vote
at the meeting. On that date there were outstanding 57,666,434 shares of the
Company's common stock, each of which will be entitled to one vote. A majority
of the shares entitled to vote at the meeting will constitute a quorum for the
transaction of business.
Shares will be voted in accordance with the instructions indicated in a
properly executed proxy. If no instructions are indicated, such shares will be
voted as recommended by the Board. A shareholder who has given a proxy may
revoke it by voting in person at the meeting, or by giving written notice of
revocation or a later-dated proxy to the Secretary of the Company at any time
before the closing of the polls at the meeting. The Company has appointed an
officer of Norwest Bank Minnesota, N.A., transfer agent for the Company, as the
independent inspector to act at the meeting.
The Company's By-laws require the affirmative vote of a plurality of the
votes cast at the meeting for the election of directors, and the affirmative
vote of a majority of the votes cast at the meeting for the approval of the
independent auditors. Federal Securities Law regulations require the affirmative
vote of a majority of the shares of the Company's common stock present, or
represented, and entitled to vote at the meeting, for the approval of the
Tupperware Corporation 2000 Incentive Plan and the approval of the Material
Terms of Performance-Based Incentives. Broker non-votes are not treated as votes
cast for purposes of any of the matters to be voted on at the meeting.
Abstentions are not treated as votes cast for purposes of the election of
directors and the approval of independent auditors, but they are treated as
present and, therefore, as votes against the Tupperware Corporation 2000
Incentive Plan and the Material Terms of Performance-Based Incentives.
1. ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board is divided into three classes of directors. At each annual
meeting, members of one of the classes, on a rotating basis, are elected for a
three-year term. All of the nominees are currently directors of the Company. The
Board has nominated three directors for election at this meeting for the term
expiring in 2003. They are Joe R. Lee, Bob Marbut, and David R. Parker.
Unless otherwise specified, proxy votes will be cast for the election of all
of the nominees as directors. If any such person should be unavailable for
election, resign or withdraw, the Board has authority to either reduce the
number of directors accordingly or designate a substitute nominee. In the latter
event, it is intended that proxy votes will be cast for the election of such
substitute nominee. Shareholder nominations of persons for election as directors
are subject to the notice requirements described under the caption "Other
Matters" appearing later in this proxy statement.
The following pages contain information concerning the nominees and the
directors whose terms of office will continue after the meeting. Unless
otherwise indicated, each such person has served for at least the past five
years in the principal business position currently or most recently held.
3
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS FOR THE TERM EXPIRING IN 2003:
<TABLE>
<S> <C>
JOE R. LEE, Chairman and Chief Executive Officer of Darden
Restaurants, Inc., which owns and operates casual dining
restaurants, since May 1995. Mr. Lee served as President
and Chief Executive Officer of General Mills Restaurants
from December 1994 until being named to his present
position. He previously served as Vice Chairman of
General Mills, Inc. and Chief Financial Officer.
Mr. Lee serves as a director of Darden
Restaurants, Inc. Term expires 2000. Age 59. First
elected: 1996.
BOB MARBUT, Chairman and Co-Chief Executive Officer of
Hearst-Argyle Television, Inc., a NYSE-listed
television station group, since August 1997. Previously,
he was Chairman and Chief Executive Officer of Argyle
Television since 1994 and prior thereto, he was Chairman
and Chief Executive Officer of Argyle
Communications, Inc. since 1992. Mr. Marbut serves as a
director of Argyle Communications, Inc., Hearst-Argyle
Television, Inc., Ultramar Diamond Shamrock, Inc.,
Geocast, Inc. and Internet Business Systems. Term
expires 2000. Age 64. First elected: 1996.
DAVID R. PARKER, Managing Principal of Interprise
Technology Partners, L.P., a technology and
Internet-focused venture capital firm, since
January 1999. Previously, he was employed by AmeriServe,
Inc., a food-service distribution company, from
May 1998 until August 1998, after the acquisition of
ProSource, Inc. by AmeriServe, Inc. Prior thereto, he
was Chairman of ProSource, Inc., a food service
distribution company, since July 1992. Mr. Parker serves
as a director of Applied Graphics Technologies, Inc. and
World Commerce Online, Inc. Term expires 2000. Age 56.
First elected: 1997.
DIRECTORS CONTINUING IN OFFICE:
RITA BORNSTEIN, PH.D., President of Rollins College, an
independent comprehensive liberal arts college with
campuses in Winter Park and Melbourne, Florida, since
1990. Dr. Bornstein served as Vice President of the
University of Miami before being elected to her current
position. She also chairs the Associated Colleges of the
South. Term expires 2001. Age 64. First elected: 1997.
E. V. GOINGS, Chairman and Chief Executive Officer of the
Company since October 1997, after serving as President
and Chief Operating Officer since 1996. Prior thereto,
he served as Executive Vice President of Premark
International, Inc. and President of Tupperware
Worldwide since November 1992. Mr. Goings serves as a
director of SunTrust Bank, Florida. Term expires 2001.
Age 54. First elected: 1996.
CLIFFORD J. GRUM, retired Chairman of the Board and Chief
Executive Officer of Temple-Inland Inc., a holding
company with operations in corrugated packaging,
bleached paperboard, building products and financial
services. Mr. Grum serves as a director of Cooper
Industries, Inc. and Trinity Industries, Inc. Term
expires 2002. Age 65. First elected: 1996.
BETSY D. HOLDEN, Executive Vice President of Kraft
Foods, Inc., a unit of Philip Morris Companies Inc.,
with responsibility for operations, research and
development, marketing services, procurement and
e-business, since December 1998. Prior thereto, she
served as Executive Vice President of Kraft Foods, Inc.
and President of the Kraft Cheese Division since 1995,
after serving as President of Kraft's Pizza Division.
Term expires 2002. Age 44. First elected: 1998.
</TABLE>
4
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<TABLE>
<S> <C>
ANGEL R. MARTINEZ, Executive Vice President and Chief
Marketing Officer of Reebok International Ltd. since
October 1998, with responsibility for development and
coordination of marketing, communication and design
strategies, after serving as President and Chief
Executive Officer of The Rockport Company, a subsidiary
of Reebok, since 1994. Prior thereto he served in a
variety of executive positions at Reebok. Term expires
2002. Age 44. First elected: 1998.
ROBERT M. PRICE, President of PSV, Inc., a firm which
assists public and private organizations in the
utilization and commercialization of new technologies.
Mr. Price serves as a director of Data Link, Inc.,
Fourth Shift Corporation, International Multifoods
Corporation, Public Service Company of New Mexico and
Affinity Technology Group, Inc. Term expires 2001. Age
69. First elected: 1996.
JOYCE M. ROCHE, an independent marketing consultant since
September 1998. Formerly, she served as President and
Chief Operating Officer of Carson, Inc., a personal care
products company, from 1996 until September 1998, after
serving in various executive positions with Avon
Products, Inc., a direct-selling consumer products
company. She serves as a director of SBC
Communications, Inc. and Anheuser-Busch Companies. Term
expires 2001. Age 52. First elected: 1998.
</TABLE>
BOARD COMMITTEES
The Audit and Corporate Responsibility Committee, which held four meetings
in 1999, reviews the scope and results of the audit by the independent auditors,
makes recommendations to the Board as to the selection of independent auditors
and has approval authority with respect to services provided by the independent
auditors and fees therefor. In addition, it reviews the adequacy of internal
control systems and accounting policies. The Committee also monitors the
Company's relationships with and support of various outside interests, including
the communities within which it operates. The Committee also reviews the
Company's adherence to both the spirit and letter of relevant laws. In addition,
it reviews employee benefit plan investment performance and policies. The
Committee charter provides that Committee membership be composed solely of
directors who are not employees of the Company or any of its subsidiaries.
Members of this Committee are Mr. Parker (Chairperson), Ms. Roche and
Messrs. Lee and Price.
The Compensation and Directors Committee, which held four meetings in 1999,
identifies, reviews qualifications of and recommends to the Board, candidates
for election as directors of the Company, and also acts on other matters
pertaining to Board membership. The Committee will consider recommendations of
shareholders as to candidates for Board membership. Any shareholder who desires
to propose a candidate for Board membership should send to the attention of the
Secretary of the Company a letter of recommendation containing the name and
address of the proposing shareholder and the proposed candidate, a written
consent of the proposed candidate and a complete business, professional and
educational background of the proposed candidate. The Compensation and Directors
Committee also evaluates the performance of and makes compensation
recommendations for senior management, including the Chief Executive Officer. It
also directs the administration of and makes various determinations under the
management incentive plans and appoints members of senior management to have
responsibility for the design and administration of employee benefit plans.
Members of this Committee are Mr. Marbut (Chairperson), Dr. Bornstein,
Ms. Holden and Messrs. Grum and Martinez.
The Executive Committee, which did not meet in 1999, has most of the powers
of the Board and can act when the Board is not in session. Members of this
Committee are Messrs. Goings (Chairperson), Lee, Marbut and Parker.
5
<PAGE>
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
There were five Board meetings and eight committee meetings held in 1999. No
director attended fewer than 75 percent of the aggregate of Board meetings and
committee meetings on which the director served as a committee member.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of the Company's common
stock beneficially owned by each of the directors, by each of the executive
officers named in the Summary Compensation Table and by all directors and all
executive officers of the Company as a group on March 10, 2000, unless otherwise
indicated in the footnotes. Each of the following persons and members of the
group had sole voting and investment power with respect to the shares shown
unless otherwise indicated. No director or officer owns more than 1 percent of
the Company's common stock, except Mr. Goings, who owns 1.3 percent. Directors
and officers as a group own 3.2 percent.
<TABLE>
<CAPTION>
SHARED
OWNERSHIP OR SHARES THAT MAY BE RETIREMENT TOTAL SHARES
SOLE HELD BY OR FOR ACQUIRED WITHIN 60 RESTRICTED SAVINGS BENEFICIALLY
NAME OWNERSHIP FAMILY MEMBERS DAYS OF MARCH 10(1) STOCK(2) PLAN-401(K) OWNED
- ------------------------ ---------- --------------- ------------------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Rita Bornstein.......... 2,400 -- 6,000 -- -- 8,400
E. V. Goings............ 61,951 400,000(3) 282,584 1,500 474 746,509
Clifford J. Grum........ 4,124 8,000 23,226 -- -- 35,350
Betsy D. Holden......... -- 1,200 1,750 -- -- 2,950
Alan D. Kennedy......... 493 4,000 12,500 25,000 234 42,227
Joe R. Lee.............. 6,500 -- 7,000 -- -- 13,500
Bob Marbut.............. 21,470 -- 12,409 -- -- 33,879
Angel R. Martinez....... 1,000 -- 1,000 -- -- 2,000
David R. Parker......... 9,142 -- 6,000 -- -- 15,142
Robert M. Price......... 6,000 -- 15,113 -- -- 21,113
Joyce M. Roche.......... 2,226 -- -- -- -- 2,226
William E. Spears....... 595 3,000 10,000 -- 1,795 15,390
Paul B. Van Sickle...... 33,203 -- 92,786 -- 44,703 170,692
Robert W. Williams...... 4,754 -- 45,756 -- 495 51,005
------- ------- ------- ------ ------- ---------
Subtotal........ 153,858 416,200 516,124 26,500 47,701 1,160,383
======= ======= ======= ====== ======= =========
All directors and
executive officers as
a group (29)
(including the named
individuals above).... 227,087 503,620 965,854 29,000 133,042 1,858,603
======= ======= ======= ====== ======= =========
</TABLE>
- ------------------------------
(1) Includes stock options granted under the Company's 1996 Incentive Plan and
the Director Stock Plan. Also includes estimated shares of common stock that
will be paid in lieu of fees under the Director Stock Plan.
(2) Sole voting and no investment power.
(3) Shares were purchased with the proceeds of a loan to Mr. Goings from the
Company as described below under the caption "Indebtedness of Management."
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to any person who is
known to be the beneficial owner of more than 5 percent of the Company's common
stock, which is the Company's only class of outstanding voting securities.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------ -------------------- ----------------
<S> <C> <C>
Vorwerk & Co ............................... 5,543,800(1) 9.6
Muhlenweg 17-37
Wuppertal 42275
Germany
FMR Corporation ............................ 5,359,706(2) 9.3
82 Devonshire Street
Boston, MA 02109-3614
T. Rowe Price Associates, Inc .............. 4,419,061(3) 7.6
100 E. Pratt Street
Baltimore, MD 21202
Barclays Bank PLC .......................... 3,244,063(4) 5.6
54 Lombard Street
London EC3P 3AH
England
</TABLE>
- ------------------------
(1) As of February 14, 2000, Vorwerk & Co., together with its related companies,
Vorwerk International Niggemann & Co. and Vowerk & Co. Interholding GmbH,
held 5,543,800 shares of Tupperware Corporation common stock, with sole
voting power to vote and dispositive power, directly or indirectly, with
respect to all of such shares.
(2) As of February 14, 2000, FMR Corporation indirectly held 5,359,706 shares of
Tupperware Corporation common stock, with sole voting power with respect to
266,406 of such shares and sole dispositive power with respect to 5,359,706
of such shares. Fidelity Management & Research Company, an investment
adviser, and Fidelity Management Trust Company, a bank, both wholly-owned
subsidiaries of FMR Corporation, beneficially own 5,093,300 shares and
266,406 shares, respectively.
(3) As of February 8, 2000, T. Rowe Price Associates, Inc. held 4,419,061 shares
of Tupperware Corporation common stock, with sole voting power with respect
to 624,383 of such shares and sole dispositive power for 4,419,061 of such
shares. The shares are owned by various individual and institutional
investors which T. Rowe Price Associates, Inc. ("Price") serves as an
investment adviser with power to direct investments and/or sole power to
vote the shares. Price expressly disclaims that it is, in fact, the
beneficial owner of the shares.
(4) As of February 17, 2000, Barclays Bank PLC, together with its subsidiary
bank companies, Barclays Funds Limited, Barclays Global Investors, Ltd.,
Barclays Global Investors, N.A. and Barclays Global Fund Advisors, held
3,244,063 shares of Tupperware Corporation common stock, with sole voting
power with respect to 3,053,176 of such shares and sole investment power
with respect to 3,244,063 of such shares.
7
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For the period January 1, 1999, to December 31, 1999, the Company believes
all Section 16(a) filing requirements applicable to its officers, directors and
greater than 10 percent beneficial owners were complied with, except that
Dr. Rita Bornstein, a director of the Company, inadvertently was late in filing
a Form 4 regarding an acquisition of 200 shares on October 9, 1997 which was
subsequently reported on a Form 4 on August 19, 1999.
INDEBTEDNESS OF MANAGEMENT
E. V. Goings, the Company's Chairman and Chief Executive Officer, was
indebted to the Company at the end of 1999 in the amount of $7.65 million. The
Company loaned this amount to Mr. Goings in 1998 to enable him to purchase
400,000 shares of the common stock of the Company. The shares were purchased in
1998 and are pledged to secure the repayment of the loan, which is non-interest
bearing and non-recourse to Mr. Goings. The loan may not be prepaid prior to the
fourth anniversary of the date of the loan, after which Mr. Goings may repay the
loan in whole or in part and receive a pro rata release, based on the amount of
the loan outstanding compared with the original amount of the loan, of the
shares which secure the loan. Ten percent (10%) of any annual bonus awards
payable to Mr. Goings, however, are used to reduce the balance of the loan. The
loan matures on November 12, 2006. The purpose of the transaction was to enable
Mr. Goings to substantially increase his ownership in the common stock of the
Company and to serve as an incentive for performance which will increase
shareholder value.
REPORT OF THE COMPENSATION AND DIRECTORS COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation and Directors Committee (the "Committee") is responsible
for the establishment, oversight and administration of executive compensation
and management incentive plans. It appoints members of senior management to have
authority over the design and administration of other employee benefit plans.
The Committee is composed entirely of outside directors.
EXECUTIVE COMPENSATION PHILOSOPHY
The executive compensation program is designed to achieve two principal
objectives. First, the program is intended to be fully competitive to enable the
Company to attract, motivate and retain talented executives. Second, the program
is intended to create an alignment of interests between the Company's executives
and shareholders such that a significant portion of each executive's
compensation varies with Company performance.
The Committee's philosophy is to pay competitive annual salaries, coupled
with a leveraged incentive system that pays more than competitive total
compensation for performance exceeding financial goals, and less than
competitive total compensation for performance below financial goals. The
leveraged incentive system consists of annual cash incentive compensation, and
equity compensation consisting primarily of stock options and secondarily of
restricted stock.
8
<PAGE>
The Committee assesses compensation competitiveness by referring at least
annually to a variety of compensation survey data furnished by prominent
international consulting firms. The data include market values (medians and/or
averages) for salaries, bonuses, total cash compensation, stock options and
various other long-term incentives provided by companies with whom the Company
may compete for executive talent. In addition, the Committee refers to
benchmarks of total compensation for the Company's most senior executives,
derived from a group of consumer products companies whose businesses are felt to
be similar to the Company's. The companies whose data are represented in these
various surveys include companies of varying performance levels, and are many of
the same companies that comprise the comparator group indices in the Performance
Graph included in this proxy statement.
Based on studies supplied by an independent consultant, the Committee
believes that the Company's compensation program for the Named Officers has the
following characteristics that serve to align executive interest with long-term
shareholder value creation:
- Emphasizes "at risk" pay such as annual cash incentives and stock options.
- Emphasizes long-term compensation such as stock options.
- Rewards financial results rather than individual performance against
individual objectives.
Section 162(m) of the Internal Revenue Code establishes certain requirements
in order for compensation exceeding $1 million earned by certain senior
executives to be deductible. The Company's executive compensation programs have
been structured to comply with Section 162(m). The actions of the Committee
regarding the compensation paid, or to be paid, to executive management, have
also complied with Section 162(m). However, the Committee reserves the right to
forego deductibility if, in its discretion, it believes a particular
compensation program or payment or Committee action is consistent with the
overall best interests of the Company and its shareholders.
ANNUAL SALARIES
Salary ranges governing executives, including the Chief Executive Officer
(the "CEO") and the other four most highly compensated executive officers of the
Company (the "Named Officers"), are established annually based on the
competitive data described earlier. Within those ranges, individual salaries
vary based upon the individual's work experience, performance, level of
responsibility, impact on the business, tenure and potential for advancement
within the organization. Annual salaries for newly hired executives are
determined at time of hire taking into account the above factors other than
tenure. Under general compensation policy, the CEO receives salary increase
consideration at approximately 15-18 month intervals. The remaining Named
Officers receive salary increase consideration at 12-15 month intervals.
Individual salary increases are based on the performance of the individual
executives and on the overall performance of the Company in the case of the CEO.
Salary adjustments for the CEO and the other Named Officers are subject to
approval by the full Board, based upon the recommendation of the Committee.
ANNUAL INCENTIVES
The Company's annual cash incentive program for executives is based on
financial performance and is designed to promote the annual objectives of the
organization.
Participants include the CEO, the other Named Officers, and other management
employees whose contributions influence annual financial results. The CEO's and
the other Named Officers' target incentive opportunities are subject to
Committee review and approval annually and are established as a percentage of
salary based on job level, impact on results, and the competitive data referred
to previously. The CEO's and the other Named Officers' targets range from 50-75
percent of annual salary, and awards based on financial performance range from
0-300 percent of target.
9
<PAGE>
Financial objectives are subject to review and approval by the Committee at
the beginning of each year. For 1999, the financial measure for executive level
incentives was net income after-tax.
The Committee verifies the actual performance achieved as a precondition to
approving awards, and reserves the right to adjust any formula-based award that,
in its judgment, is inappropriate in light of overall results and circumstances.
The Committee has reserved the right to interpret financial results, and to
determine the proper treatment of changes in accounting standards, non-recurring
events, or capital gains and losses. Awards are calculated so as to exclude the
effects of changes in accounting standards and costs of non-recurring events,
such as write-offs, re-engineering, restructuring, capital gains and losses, and
acquisitions and dispositions of businesses. The Committee's discretion
generally is limited to reducing or withholding awards.
LONG-TERM INCENTIVES
The Company has discontinued its three-year long-term cash incentive program
in its effort to refocus long-term rewards in the form of equity versus cash,
although it retains the option to establish special long-term cash awards for
certain executives as circumstances warrant. The remaining 1998-2000 program
cycle will continue until completion of the performance period, and no other
long-term cash incentive programs currently exist for the CEO and the other
Named Officers. Participants in this program cycle include the CEO and the other
Named Officers as well as key employees who are in a position to make
substantial contributions to the accomplishment of the long-term financial
objectives of the Company. Each participant's target incentive opportunity was
established as a percentage of salary and was based on job level, impact on
results, and the competitive data referred to previously. For the 1998-2000
three-year program, the CEO's and the other Named Officers' targets were
established at 50 percent of the annual incentive target with targets ranging
from 25-32.5 percent of annual salary and awards based on financial performance
range from 0-300 percent of target.
For the one remaining program cycle, Stern Stewart's "Economic Value Added"
is the financial measure for participants. It is defined as net operating profit
after taxes less a capital charge and is regarded as an effective simultaneous
measurement of both earnings improvement and capital usage.
The Committee verifies the actual performance achieved as a precondition to
approving awards and reserves the right to adjust any formula-based award that,
in its judgment, is inappropriate in light of overall results and circumstances.
The Committee has reserved the right to interpret financial results and to
determine the proper treatment of changes in accounting standards, non-recurring
events, or capital gains and losses. Awards are calculated so as to exclude the
effects of changes in accounting standards and costs of non-recurring events,
such as write-offs, re-engineering, restructuring, capital gains and losses, and
acquisitions and dispositions of businesses. The Committee's discretion
generally is limited to reducing or withholding awards.
STOCK OPTIONS
The grant of stock options to key employees encourages equity ownership and
closely aligns management interest with the interests of other shareholders.
Additionally, because options are generally subject to forfeiture if the
employee leaves the Company prior to their becoming exercisable, options provide
an incentive to remain with the Company long term. The Company has guidelines
regarding the accumulation of designated levels of Company stock over time by
officers and options provide another means by which officers can meet the
guidelines.
Stock options are granted annually to the CEO and the other Named Officers,
and to other key employees having strategic impact on product, staffing,
technology, pricing, investment or policy matters. The aggregate number of
options granted, as well as each individual grant to the CEO and the other Named
Officers, generally contain option exercise prices at the fair market value on
the date of grant. The size of the annual 1999 grants for the executive officers
as a group approximates the median of the
10
<PAGE>
competitive norms, and annual grants have been increased to increase the equity
incentives after the elimination of the long-term cash incentive program.
RESTRICTED STOCK
The Company makes grants of restricted stock, but does so, subject to
Committee approval, in certain special circumstances as a retention or
performance incentive, or as compensation for the forfeited value of incentive
or stock awards at a previous employer.
CORPORATE PERFORMANCE & CEO PAY
Performance in 1999 resulted in net income of $91.3 million excluding the
$12.3 million after-tax impact of the costs related to the Company's process
re-engineering program announced in July 1999. This represented a 32 percent
increase from 1998 net income of $69.1 million.
Based on the salary freeze in 1998 and 1999 for senior officers,
Mr. Goings' salary remained unchanged in 1999. An annual incentive award was
approved by the Committee based on 1999 Company performance for Mr. Goings in
the amount of $751,400. Ten percent (10%) of this award was withheld in
repayment on the principal of the outstanding loan granted to Mr. Goings in
1998. Due to company performance over the period, there was no incentive award
under the 1997-1999 long-term program.
The Committee granted a stock option to Mr. Goings to purchase 150,000
shares of the Company's common stock conditional upon shareholder approval of
the 2000 Incentive Plan.
Based on a comparison of Mr. Goings' total compensation package (salary,
incentives at target, stock options, benefits and perquisites) with the total
compensation packages of the CEOs in benchmark companies referred to previously,
Mr. Goings' total compensation opportunity at target is 19 percent below the
market median.
COMPENSATION AND DIRECTORS COMMITTEE
Bob Marbut--Chairperson
Rita Bornstein
Clifford J. Grum
Betsy D. Holden
Angel R. Martinez
11
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
common stock to the Standard & Poor's 500 Stock Index, the Standard & Poor's
Consumer Goods Composite Index, and to the Standard & Poor's Consumer Staples
Index. The graph assumes that the value of the investment in the Company's
common stock and each index was $100 at May 20, 1996 and that all dividends were
reinvested. The Company is included in all indices.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CUMULATIVE TOTAL SHAREHOLDER RETURN
<S> <C> <C> <C> <C>
May 20, 1996 through December 25, 1999
Time Period Return
Tupperware S & P 500 S & P 500 Cons Staples* S & P 500 Cons Gds**
5/20/96 $100.00 $100.00 $100.00
7/1/96 $98.83 $99.85 $100.00 $101.82
12/28/96 $126.58 $111.51 $106.89 $109.41
12/27/97 $66.49 $143.45 $138.34 $144.51
12/26/98 $40.49 $190.70 $176.16
12/25/99 $44.61 $229.71 $163.17
</TABLE>
<TABLE>
<CAPTION>
S&P 500
S&P 500 CONSUMER
MEASUREMENT PERIOD TUPPERWARE CONSUMER GOODS
(FISCAL YEAR COVERED) CORPORATION S&P 500 STAPLES* COMPOSITE**
--------------------- ----------- -------- -------- -----------
<S> <C> <C> <C> <C>
5/20/96........................... $100.00 $100.00 $ -- $100.00
7/1/96........................... 98.83 99.85 100.00 101.82
12/28/96........................... 126.58 111.51 106.89 109.41
12/27/97........................... 66.49 143.45 138.34 144.51
12/26/98........................... 40.49 190.70 176.16 --
12/25/99........................... 44.61 229.71 163.17 --
</TABLE>
* The S&P Consumer Staples Index was compiled by Standard & Poor on 7/1/96. No
data for previous periods is available. The graph assumes that the value of
the investment in the S&P Consumer Staples Index was $100 on 7/1/96.
** The Company ceased using the S&P 500 Consumer Goods Composite Index due to
its discontinuation by Standard & Poor Corporation in 1997.
12
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation
attributable to all service in fiscal years 1999, 1998 and 1997 paid to or
deferred by the person who was chief executive officer during the fiscal year
1999 and by those persons who were, at the end of the 1999 fiscal year, (i) the
Chief Executive Officer, and (ii) the other four most highly compensated
executive officers of the Company (the "Named Officers"):
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------ ----------------------------------
AWARDS PAYOUTS
----------------------- --------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($) ($)(2) SARS(#) ($) ($)(3)
- --------------------------- -------- -------- -------- ------------- ---------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E.V. Goings................ 1999 589,115 751,400 430,695(4) -- 150,000 -- 51,843
Chairman of the Board and 1998 556,139 -- 74,523(5) 36,750 200,000 -- 48,001
Chief Executive Officer 1997 491,731 -- 405,466 206,000 536,250 125,656
Alan D. Kennedy............ 1999 331,250 309,989 -- -- 55,000 -- 19,397
President 1998 222,500(6) -- -- 680,500 150,000 -- 3,750
1997 -- -- -- -- -- -- --
William E. Spears.......... 1999 229,327 195,113 -- -- 26,000 -- 35,801
Senior Vice President 1998 220,769 188,331 -- -- 60,000 -- 17,817
Tupperware Worldwide 1997 177,788(7) -- -- -- 50,000 -- 56,449(8)
Paul B. Van Sickle......... 1999 307,500 315,000 -- -- 50,000 -- 26,042
Executive Vice President 1998 300,000 -- -- -- 75,000 -- 24,948
and
Chief Financial Officer 1997 269,692 -- -- -- 50,000 225,000 54,036
Robert W. Williams......... 1999 229,327 326,250 -- -- 35,000 -- 332,622(9)
President, Tupperware 1998 217,692 148,261 -- -- 60,000 -- 475,917(10)
Asia Pacific 1997 210,192 -- -- -- 40,000 156,413 392,674
</TABLE>
- ------------------------------
(1) Includes amounts held in the Retirement Savings Plan that were deferred
pursuant to Section 401(k) of the Internal Revenue Code (the "Code") and
amounts deferred under the Supplemental Plan (see footnote 3), as well as
Code Section 125 contributions to the Flexible Benefits Plan.
(2) Represents the market value on the date of grant of restricted stock awarded
under the Company's 1996 Incentive Plan. The number, vesting schedule and
value of restricted stock held at the end of the 1999 fiscal year are as
follows:
<TABLE>
<CAPTION>
VESTING SCHEDULE
NUMBER OF -------------------
NAME DATE OF GRANT SHARES HELD VALUE($) SHARES DATE
- ---- ------------- ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
E.V. Goings............................. 10/01/98 1,500 24,795 1,500 10/01/00
Alan D. Kennedy......................... 04/15/98 25,000 413,250 25,000 04/15/01
William E. Spears....................... -- -- -- -- --
Paul B. Van Sickle...................... -- -- -- -- --
Robert W. Williams...................... -- -- -- -- --
</TABLE>
In the event of a Change of Control of the Company, all restricted stock
shares become free of all restrictions and become non-forfeitable. Holders
of restricted stock receive the same dividends as other common stockholders.
(3) For 1999, this column includes annual contributions by the Company for the
Named Officers to the Retirement Savings Plan and amounts credited by the
Company with respect to the Named Officers to the Company's Supplemental
Plan (which provides benefits to the Named Officers to which they would have
been entitled under the Retirement Savings Plan, but for the benefit limits
imposed by the Code) as follows: Mr. Goings, $11,172 and $40,671;
Mr. Kennedy, $12,422 and $6,975; Mr. Spears, $11,172 and $24,629; Mr. Van
Sickle, $11,172 and $14,870; and Mr. Williams, $11,172 and $21,023,
respectively.
(4) This amount represents imputed income for deemed interest which Mr. Goings
is not obligated to pay under a loan transaction described under the caption
"Indebtedness to Management" due to the non-interest bearing nature of the
loan.
13
<PAGE>
(5) Represents the amount, grossed-up for taxes, of the purchase cost exceeding
$7.65 million and the brokerage fees for the shares purchased by Mr. Goings
for purposes of the loan transaction described above under the caption
"Indebtedness of Management." The amount also includes imputed income for
deemed interest which Mr. Goings is not obligated to pay, due to the non-
interest bearing nature of the loan.
(6) Mr. Kennedy joined the Company on April 15, 1998.
(7) Mr. Spears joined the Company on February 24, 1997.
(8) Includes a $50,000 sign-on bonus.
(9) Includes $235,070 for housing allowance and goods and services allowances
through May 31, 1999, and $65,357 for tax equalization payment, all in
connection with Mr. Williams' employment outside the United States.
(10) Includes $354,125 for housing allowance and goods and services allowance,
and $104,251 for tax equalization payment, all in connection with
Mr. Williams' employment outside the United States.
STOCK OPTIONS
The following tables show option grants, exercises and fiscal year-end
values of stock options for the Named Officers. The Plan permits the grant of
stock appreciation rights in connection with all or any part of an option, but
none has been granted.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(#)(1) FISCAL YEAR ($/SH) DATE ($)(2)
- ---- ------------- ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
E.V. Goings........................ 150,000 9.55 18.75 11/11/09 906,195
Alan D. Kennedy.................... 55,000 3.50 18.75 11/11/09 332,272
William E. Spears.................. 26,000 1.66 18.75 11/11/09 157,074
Paul B. Van Sickle................. 50,000 3.18 18.75 11/11/09 302,065
Robert W. Williams................. 35,000 2.23 18.75 11/11/09 211,446
</TABLE>
- ------------------------
(1) These options will become exercisable commencing on November 11, 2002. The
exercise price on these stock options is the average of the high and low
price of the Company's common stock on the date of grant rounded up to the
nearest nickel. The term of each option is 10 years. In the event of a
Change of Control of the Company, all options will become immediately
exercisable and the optionee will have the right to receive the difference
between the exercise price and the fair market value of the common stock in
cash, if the fair market value is greater.
(2) The Black-Scholes option-pricing model was used assuming a dividend yield of
3.5 percent, a risk-free interest rate of 5.9 percent, an expected stock
price volatility based on historical experience of 40 percent, and an
expected option life based on historical experience of five years. The
attribution of values with the Black-Scholes model to stock option grants
requires adoption of certain assumptions, as described above. While the
assumptions are believed to be reasonable, the reader is cautioned not to
infer a forecast of earnings or dividends either from the model's use or
from the values adopted for the model's assumptions. Any future values
realized will ultimately depend upon the excess of the stock price over the
exercise price on the date the option is exercised.
14
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FY-END (#) AT FY-END ($)(2)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#)(1) ($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
E. V. Goings................ 0 0 282,584 556,000 496,980 0
Alan D. Kennedy............. 0 0 0 205,000 0 0
William E. Spears........... 0 0 0 136,000 0 0
Paul B. Van Sickle.......... 9,467 69,606 92,786 175,000 263,324 0
Robert W. Williams.......... 0 0 45,756 135,000 0 0
</TABLE>
- ------------------------
(1) Upon the exercise of an option, the optionee must pay the exercise price in
cash or stock.
(2) Represents the excess, if any, of the fair market value of the common stock
underlying the option and the exercise price at exercise, if applicable, or
fiscal year-end.
RETIREMENT PLANS
Messrs. Goings, Kennedy, Spears, Van Sickle and Williams (the "Named
Officers") participate in the Tupperware Corporation Base Retirement Plan (the
"Base Plan") at 1 percent of career average pay. Compensation covered by the
Base Plan includes salary and annual bonus paid in the calendar year, but does
not include any long-term incentive or other cash payments. Credited years
service for each of the Named Officers are: Mr. Goings, 7.08; Mr. Kennedy, 1.66;
Mr. Spears, 2.83; Mr. Van Sickle, 26.08; and Mr. Williams, 6.42. Benefits are
computed on a straight-life annuity basis and are not subject to any deductions
for social security or other offset amounts. The estimated annual benefits
payable upon retirement at normal retirement age for each of the Named Officers
are: Mr. Goings, $116,212; Mr. Kennedy, $5,600; Mr. Spears, $53,217; Mr. Van
Sickle, $63,619; and Mr. Williams, $50,281. The estimates take into account
participation in the Base Plan, any predecessor plan formula, and the Tupperware
Supplemental Plan, which provides benefits from general assets of the Company
that would otherwise be payable from plans but for the benefit limits imposed by
the Code.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive (i) an annual retainer fee of
$26,000, (ii) an additional retainer fee for serving on Board committees (other
than the Executive Committee) of $4,000 per year, in the case of the committee
chairperson, and $2,000 per year, in the case of the other members, and (iii) a
fee of $1,500 for each meeting of the Board and for each meeting of any Board
committee attended.
Such directors may elect to defer payment of all or part of the retainer and
attendance fees, in which event interest is credited at the prime rate. Under
the Company's Director Stock Plan, non-employee directors may elect to receive
their annual retainers in cash or in shares of Tupperware Common Stock, or they
may elect to forego the retainer in exchange for a reduced price on stock
options. The Director Stock Plan also provides that a grant of 1,000 shares of
Tupperware Common Stock is made to each new non-employee director after three
months of service on the Tupperware Board.
Non-employee directors may also participate in the Company's Matching Gifts
Program. Under the Program, the Company will match dollar for dollar up to a
certain amount of a director's charitable gift to eligible organizations and
institutions.
15
<PAGE>
CHANGE OF CONTROL ARRANGEMENTS AND EMPLOYMENT CONTRACTS
The Company has entered into a change of control employment agreement
(collectively, the "Change of Control Agreements") with each of its executive
officers including the CEO and the Named Officers. The purpose of these
agreements is to assure stockholders that the business of the Company will
continue with a minimum amount of disruption in the event of a change of control
of the Company. Under the terms of the Change of Control Agreements, a change of
control is defined as the acquisition of 20 percent or more of the Company's
Common Stock or voting securities of the Company by a person or group, certain
changes in the majority of the Company's Board, certain mergers involving the
Company, or the liquidation, dissolution or sale of all or substantially all of
the assets of the Company. If within three years of a change of control, the
Company terminates any such officer's employment (other than for cause or
disability) or any such officer terminates his employment for good reason, or,
during the 30-day period beginning one year after a change of control, any such
officer terminates his employment for any reason, such officer will be entitled
to, among other things, his or her base salary and pro rata bonus through the
date of termination; the amount of any compensation previously deferred and any
accrued vacation pay, in each case, to the extent not yet paid; three times the
sum of his or her base salary and the greater of the highest incentive award for
the most recently completed fiscal year, and the average of the higher of the
actual incentive award and the target incentive award (on a year-by-year basis)
for the last three years; and continued participation in the Company's welfare
plans for the remainder of such three-year period (other than medical benefits
which will, under certain circumstances, be continued for the lifetime of such
officer). Additionally, if any payment or distribution by the Company or any
subsidiary or affiliate to an officer who is party to a Change of Control
Agreement would be subject to any excise tax as an "excess parachute payment,"
then such officer will be entitled to receive an additional gross-up payment in
an amount such that after payment of all taxes by such officer attributable to
such additional gross-up payment, such officer is in the same after-tax position
as if no excise tax had been imposed on such officer.
Approval of the proposal to elect the nominees to the Board of Directors
requires a plurality of the votes cast.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL OF THE NOMINEES
TO THE BOARD OF DIRECTORS.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of its Audit and Corporate Responsibility Committee,
the Board has appointed PricewaterhouseCoopers LLP as independent auditors of
the Company for the fiscal year ending December 30, 2000, which appointment will
be proposed for ratification at the annual meeting. PricewaterhouseCoopers LLP
served as independent auditors of the Company for the fiscal year 1999.
Services performed by PricewaterhouseCoopers LLP as independent auditors for
the 1999 fiscal year included, among others: the annual audit of the
consolidated financial statements; audits or limited reviews of financial and
related information included in filings with governmental and regulatory
agencies, including audits of certain foreign subsidiaries in accordance with
local statutory requirements and audits of domestic employee benefit plans; and
consultations in connection with various financial reporting, accounting, tax
and other matters.
A representative of PricewaterhouseCoopers LLP will be present at the
meeting to make a statement, if he desires, and to respond to questions of
shareholders.
Approval of the proposal requires the affirmative vote of a majority of the
shares voted. In the event the proposal is not approved, the Board will consider
the negative vote as a mandate to appoint other independent auditors for the
next fiscal year.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.
16
<PAGE>
3. PROPOSAL TO APPROVE THE TUPPERWARE CORPORATION 2000 INCENTIVE PLAN
The shareholders are asked to approve the Tupperware Corporation 2000
Incentive Plan (the "Plan").
The Tupperware Board approved the Plan at its November 12, 1999 meeting,
subject to shareholder approval.
The purpose of the Plan is to promote the success and enhance the value of
Tupperware 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.
The following description of the components of the Plan is subject to the
Plan provisions as set forth in the Appendix to this Proxy Statement and
capitalized terms used below are defined in the Plan.
AVAILABLE SHARES OF COMMON STOCK
The number of shares of Common Stock of Tupperware available for stock-based
awards under the Plan will be 4,000,000. Only 200,000 of such shares may be made
available for the issuance of Restricted Stock Awards under the Plan. Only
400,000 of such shares may be made available for the issuance of Performance
Awards under the Plan.
No single participant may be granted an Award in any one year covering in
excess of 600,000 shares. 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) Once an Award is granted (unless later cancelled or forfeited under the
Plan), it shall be counted against the authorized pool of shares,
regardless of its vested status.
(b) The grant of an Option, Restricted Stock Award or Performance Share
Award involving shares, 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).
(d) The grant of a Freestanding SAR shall reduce the number of shares
available for grant by the number of Freestanding SARs granted.
ADMINISTRATION OF THE PLAN
The Plan will be administered by the Compensation and Directors Committee of
the Tupperware Board of Directors (the "Committee") which shall be composed of
non-employee, independent members of the Tupperware Board who shall qualify as
"disinterested directors" pursuant to Rule 16b-3 under the Securities Exchange
Act of 1934. The Committee may delegate its duties to the Chief Executive
Officer and other members of management, except that awards and matters relating
to the officers of Tupperware shall be made or administered only by the
Committee.
TYPES OF AWARDS AVAILABLE UNDER THE PLAN
The following types of awards may be made under the Plan: performance
awards, stock options, stock appreciation rights, and restricted stock awards.
17
<PAGE>
PERFORMANCE AWARDS
Performance awards may be used to create annual or long-term incentives,
which will be major components of Tupperware's management incentive program. The
Committee will have the discretion to establish the nature of the performance
measures, the individual targets applicable to such measures, and the maximum
awards to participants, as well as the right to make adjustments that may be
necessary. Performance measures may include any deemed appropriate by the
Committee, including without limitation, Stern Stewart's "Economic Value Added"
concept, or a variant thereof, cost control, return on operating assets, return
on equity, shareholder return, sales force growth, revenues, operating income,
net income, working capital turns, segment profit, cash flow, share price,
market share, sales or earnings per share. Goals may be established which focus
on specific performance by individuals or units within Tupperware, as well as
Tupperware as a whole. The Committee will establish target levels for each
performance measure, with different levels of awards to be paid for each level.
Different measures may be used for different management groups. See the
discussion under "Proposal to Approve the Material Terms of Performance-Based
Incentives of Tupperware Corporation."
These awards may be payable either in cash, shares, or a combination of cash
and shares. Awards may also be established in which the Committee requires the
payment of a purchase price.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
Stock Options may be issued under the Plan in the form of "non-qualified" or
"incentive" stock options. Stock appreciation rights may be issued either in
tandem with Stock Options or on a freestanding basis. The exercise price of a
stock option or stock appreciation right may not be less than the fair market
value of the price of a share of common stock of Tupperware on the date of the
grant, and neither stock options nor stock appreciation rights may be repriced
after grant without shareholder approval. A stock option or stock appreciation
right is exercisable before the tenth anniversary of its date of grant. Payment
of the exercise price of a stock option may be in cash, in shares having a fair
market value equal to the aggregate exercise price, or a combination of cash and
shares.
There are no federal income tax consequences to either Tupperware or the
participant as a result of the grant of either a "non-qualified" or "incentive"
stock option, or upon the exercise of an "incentive" stock option. Upon the
exercise of a "non-qualified" stock option, however, federal income taxes are
payable by the participant based upon the difference between the exercise price
and the fair market value of the shares on the date of exercise, and a deduction
is generally available to Tupperware for the same amount.
RESTRICTED STOCK AWARDS
The Committee may make Restricted Stock Awards of Tupperware common stock
which shall be subject generally to periods of restrictions of not less than
three years in length; provided, however, up to one-third of the shares
available for use as Restricted Stock Awards may be issued without a minimum
restricted period. During periods of restriction, participants may vote the
shares and, if permitted by the Committee, receive dividends declared upon the
shares. Shares will be forfeited by participants if they cease to be employed by
Tupperware prior to the lapse of restrictions, unless otherwise determined by
the Committee.
GENERAL PROVISIONS RELATING TO THE PLAN
No awards may be made under the Plan on or after the tenth anniversary of
the effective date of the Plan. Any employee of Tupperware and its subsidiaries
as selected by the Committee is eligible to participate in the Plan. In the
event of a Change of Control as defined by the Plan, all outstanding awards
immediately shall become vested and exercisable, with certain exceptions as
provided in the Plan. Awards under the Plan may not be transferred except by
will or the laws of descent and distribution, except that
18
<PAGE>
awards may be transferable to immediate family members if permitted by the
Committee. The payment of awards under the Plan may be deferred under certain
circumstances, at the discretion of the Committee. The Committee has the
authority to establish the rights of participants in all events of termination
of employment, including death, disability, retirement or resignation, except
that termination for cause results in immediate forfeiture of any awards under
the Plan.
The Tupperware Board may terminate, modify or amend the Plan, except that no
modifications may be made without shareholder approval which would (i) increase
shares available, (ii) modify eligibility requirements, or (iii) materially
increase benefits.
This will also serve to ratify the grant to Mr. E. V. Goings of an option
made under the Plan for 150,000 shares exercisable beginning on November 11,
2002. The grant was made under the Plan on November 11, 1999, subject to
shareholder approval of the Plan.
Approval of the Plan requires the affirmative vote of a majority of the
shares present, or represented, and entitled to vote at the meeting.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE
TUPPERWARE CORPORATION 2000 INCENTIVE PLAN.
4. PROPOSAL TO APPROVE THE MATERIAL TERMS OF PERFORMANCE-BASED INCENTIVES OF
TUPPERWARE CORPORATION
Under Section 162(m) of the Internal Revenue Code, as amended ("Code") under
certain circumstances, public companies may not deduct for tax purposes
compensation in excess of $1 million per year paid to its CEO and other officers
whose compensation is reported in the proxy statement. Plans providing for stock
options and other performance-based compensation which meet certain Code
requirements, including shareholder approval and the institution of share grant
limits in the case of stock option grants, will not be subject to the $1 million
limit. This proposal should be read in conjunction with the proposal concerning
the Tupperware Corporation 2000 Incentive Plan on page 17.
The shareholders are asked to approve the material terms of the
performance-based incentives established for Tupperware's senior officers, in
order to satisfy the requirements of the Code with respect to the deductibility
of this compensation. The material terms consist of the following: (i) the
individuals eligible to receive compensation, (ii) the business criteria on
which annual and long-term performance incentives are based, and (iii) the
maximum amounts of compensation payable.
The Compensation and Directors Committee of the Tupperware Board approved
the terms of performance-based incentives for Tupperware's annual incentive
program for the year 2000 at its meeting on November 11, 1999. Tupperware's
performance-based incentive programs will be administered by the Compensation
and Directors Committee of the Tupperware Board. The Committee membership is
composed entirely of disinterested directors as defined by Code Section 162(m).
ELIGIBLE INDIVIDUALS
The Senior officers who will be eligible for performance-based incentive
awards at Tupperware shall include those individuals holding the following
positions: Chief Executive Officer, President, and such other elected officers
whose compensation may in any year be reportable in Tupperware's proxy
statement.
BUSINESS CRITERIA
The philosophy of the incentives is to focus management on the creation of
shareholder value. In keeping with this philosophy, the Compensation and
Directors Committee of the Tupperware Board will be empowered to prescribe
annual and long-term performance-based incentives based on the following
19
<PAGE>
business criteria, and beginning in 2000, the incentive goals will be based on
one or more of such criteria: Stern Stewart's "Economic Value Added" concept or
a variant thereof, cost control, return on operating assets, return on equity,
shareholder return, sales force growth, revenues, operating income, net income,
working capital turns, segment profit, cash flow, market share, sales or
earnings per share, 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, stock price
of the Company or such subsidiary, division or department of the Company for or
within which the participant is primarily employed.
The financial measurements used in performance goals shall exclude the
effects of changes in accounting standards and costs of non-recurring unusual
events, such as write-offs, re-engineering, restructuring, capital gains and
losses, and acquisitions and dispositions of businesses. However, the
Compensation and Directors Committee retains the discretion to reduce
performance-based incentive awards as a result of such events and to interpret
the Plan or any award in accordance with its terms.
MAXIMUMS
The maximum award payable under any performance-based award in any year to
any senior officer will be a maximum of 300% of salary. Awards paid will be
based on a percentage of a participant's salary at the end of the performance
period. Salaries will change from time to time. In no event will any cash
incentive payouts to any senior officer exceed $3.0 million in any year, and in
no event will a performance award in shares to any senior officer exceed 100,000
shares in any year.
The following table sets forth the range of annual performance-based
compensation under the current annual incentive program that could be earned for
the periods shown if the target and maximum levels of performance for the
business criteria stated above are satisfied. In order for any incentive
payments to be made, Tupperware must achieve certain threshold levels of
performance.
NEW PLAN BENEFITS
2000 ANNUAL INCENTIVES(1)
<TABLE>
<CAPTION>
NAME, PRINCIPAL % OF SALARY TARGET $ % OF SALARY MAXIMUM $
- --------------- ----------- --------- ----------- ----------
<S> <C> <C> <C> <C>
E.V. Goings....................................... 75 457,500 150 915,000
Alan D. Kennedy................................... 55 187,000 110 374,000
William E. Spears................................. 50 117,500 100 235,000
Paul B. Van Sickle................................ 50 157,500 100 315,000
Robert W. Williams................................ 50 120,000 100 240,000
Executive Officers as a Group
(16 persons including the Named Officers)......... 30-75 2,405,634 60-150 4,811,268
Non-Executive Officer Employees as a Group
(174 persons for the Annual program excluding the
Executive Officers)............................... 10-40 4,849,177 20-80 $9,698,355
</TABLE>
- ------------------------
(1) Based on planned 2000 salaries, but subject to the $3.0 million limit on
annual payouts to any senior officer.
- ------------------------
Approval of these material terms requires the affirmative vote of a majority
of the shares present, or represented and entitled to vote at the meeting.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE MATERIAL
TERMS OF PERFORMANCE-BASED INCENTIVES OF TUPPERWARE CORPORATION.
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5. OTHER MATTERS
DISCRETIONARY AUTHORITY
At the time of mailing of this proxy statement, the Board was not aware of
any other matters which might be presented at the meeting. If any matter not
described in this proxy statement should properly be presented, the persons
named in the accompanying proxy form will vote such proxy in accordance with
their judgment.
NOTICE REQUIREMENTS
The Company's By-laws require written notice to the Company of a nomination
for election as a director (other than a nomination by the Board) and of the
submission of a proposal (other than a proposal by the Board) for consideration
at an annual meeting of shareholders. The notice must contain certain
information concerning the nominating or proposing shareholder, and the nominee
or the proposal, as the case may be, and be furnished to the Company generally
not less than by the date prior to the Company's 2001 annual meeting as
indicated below. A copy of the applicable By-law provisions may be obtained,
without charge, upon written request to the Secretary of the Company at its
principal executive offices.
In addition to the foregoing, any shareholder who desires to have a proposal
included in the Company's proxy soliciting material relating to the Company's
2001 annual meeting of shareholders should send to the Secretary of the Company
a signed notice of intent. This notice, including the text of the proposal, must
be received no later than November 24, 2000. Any shareholder who desires to
submit a proposal to be raised from the floor during the Company's 2001 annual
meeting of shareholders without it being included in the Company's proxy
soliciting material should send to the Secretary of the Company a signed notice
of intent, including the text of the proposal, to be received no later than
March 8, 2001 and no earlier than February 17, 2001.
EXPENSES AND METHODS OF SOLICITATION
The Company will pay the expenses of soliciting proxies. In addition to the
use of the mails, proxies may be solicited personally, or by telephone or other
means of communication, by directors, officers and employees of the Company and
its subsidiaries, who will not receive additional compensation therefor.
Arrangements will also be made with brokerage firms and other custodians,
nominees and fiduciaries for the forwarding of proxy solicitation material to
certain beneficial owners of the Company's common stock and the Company will
reimburse such forwarding parties for reasonable expenses incurred by them.
Georgeson Shareholder Communications Inc. has been retained by the Company
to aid in the solicitation of proxies and will be paid $8,500.00, plus expenses,
for its services.
By order of the Board of Directors
[SIGNATURE]
Thomas M. Roehlk
Senior Vice President,
General Counsel and Secretary
Dated: March 25, 2000
Your Vote Is Important. Please Complete and Sign the Enclosed Proxy or Vote
Telephonically or
Electronically in Accordance with the Enclosed Instructions.
If You are Voting by Mail, Complete and Sign the Enclosed Proxy and Return It
Promptly in the
Accompanying Postpaid Envelope.
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APPENDIX
TUPPERWARE CORPORATION
2000 INCENTIVE PLAN
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 2000
Incentive Plan" (hereinafter referred to as the "Plan"), as set forth in this
document. The Plan permits the grant of Non-Qualified 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 11, 2010.
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 Non-Qualified 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 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.
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(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
existed with respect to the Company prior
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<PAGE>
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 11, 2000.
(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.
(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
24
<PAGE>
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 an 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) "Non-Qualified 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 net income or 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.
(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.
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<PAGE>
(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 an 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,
Non-Qualified 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;
(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.
26
<PAGE>
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
four million (4,000,000); provided, however, the total number of available
Shares that may be used for Restricted Stock Awards under the Plan shall be
limited to two hundred thousand (200,000) and the total amount of available
Shares that may be used for Performance Awards under the Plan shall be limited
to four hundred thousand (400,000) shares. No Participant may be granted (i) a
Stock Option in any one year covering in excess of 600,000 Shares, or (ii) a
Performance Share Award in any one year in excess of 100,000 Shares. 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 or Performance Award
involving Shares 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).
(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,
27
<PAGE>
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 or subject to limitations such as
Restricted Stock Awards or per-Participant maximum awards 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 Non-Qualified 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, Non-Qualified 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 Non-Qualified Stock
Option.
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 Non-Qualified 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.
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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) and for a period of not less than 6 months
prior to the Stock Option Exercise, 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.
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
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<PAGE>
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. Unless otherwise determined by
the Committee, 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 Non-Qualified 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 Non-Qualified 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 Non-Qualified 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 Non-Qualified Stock Option.
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<PAGE>
(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 has attained age and
years of service requirements set forth below, 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. In no event, however, may the option become exercisable
beyond the option term fixed by the Committee.
<TABLE>
<CAPTION>
MINIMUM YEARS OF YEARS OF CONTINUED YEARS OF CONTINUED
SERVICE WITH VESTING FOLLOWING EXERCISABILITY
AGE AT RETIREMENT COMPANY RETIREMENT FOLLOWING RETIREMENT
- ----------------- ---------------- ------------------ --------------------
<S> <C> <C> <C>
55 or more................. 10 1 2
60 or more................. 15 6 6
</TABLE>
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
Non-Qualified 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 Non-Qualified 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.
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<PAGE>
(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, 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, an 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 Non-Qualified
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.
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<PAGE>
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.
7.5 TERM OF SARS. The term of an 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 an 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 an 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 an 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 2000 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>
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.
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,
34
<PAGE>
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
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.
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<PAGE>
(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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<PAGE>
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 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.
37
<PAGE>
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:
(a) 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;
(b) 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
(c) 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.
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.
38
<PAGE>
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL Proxy
ORLANDO, FLORIDA 32837
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON MAY 11, 2000.
The shares of stock you hold in your account will be voted as you specifcy
below.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1, 2, 3 AND 4.
By signing the proxy, you revoke all prior proxies and appoint E.V. Goings,
Thomas M. Roehlk and Paul B. Van Sickle, and each of them, with full power of
substitution, to vote your shares on the matters shown on the reverse side and
any other matters which may come before the Annual Meeting and all adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS
<PAGE>
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED COMPANY #
PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU CONTROL #
MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- - Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
- - Follow the simple instructions the voice provides you.
VOTE BY INTERNET -- HTTP:/WWW.EPROXY.COM/TUP/ -- QUICK *** EASY *** IMMEDIATE
- - Use the Internet to vote your proxy 24 hours a day, 7 days a week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above to obtain your records and create an
electronic ballot.
- - If you prefer to receive proxy materials via the Internet in the future, you
may consent to do so.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Tupperware Corporation, c/o Shareowner Services,
P.O. Box 64873, St. Paul, MN 55164-9397.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
1. Election of / / Vote FOR / / Vote WITHHELD
directors: 01 Joe R. Lee all nominees from all nominees
02 Bob Marbut
03 David R. Parker
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE
THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
2. The Proposal To Ratify The Appointment of Independent Auditors.
/ / For / / Against / / Abstain
3. The Proposal to Approve the Tupperware Corporation 2000 Incentive Plan.
/ / For / / Against / / Abstain
4. The Proposal to Approve Material Terms of Performance-Based Incentives.
/ / For / / Against / / Abstain
5. I PLAN TO ATTEND THE MEETING. If you check this box, an admission
ticket will be sent to you. / / Yes
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box / / Indicate changes below:
Date: ______________________
Signature(s) in Box
Please sign exactly as your name(s) appear on Proxy. If held in joint
tenancy, all persons must sign. Trustees, administrators etc., should
include title and authority. Corporations should provide full name of
corporation and title of authorized officer signing the proxy.
<PAGE>
PLEASE DETACH HERE
VOTING INSTRUCTION CARD
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL, ORLANDO, FL 32837
VOTING INSTRUCTIONS TO TRUSTEE FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 2000
As a participant in the Tupperware Corporation Retirement Savings Plan, you
have the right to give instructions to the trustee of such plan as to the
voting of certain shares of the Corporation's common stock at the
Corporation's annual meeting of shareholders to be held on May 11, 2000 and
at any adjournment thereof. In this connection please follow the voting
instructions on the reverse side of this card and either vote telephonically,
electronically, or mark, sign and date it, and return this card promptly in
the postage-paid envelope provided.
Regardless of the number of shares held in trust on your behalf, exercising
your voting instruction right is very important.
This voting instruction card when properly executed will be voted in the
manner directed. If no direction is made, this voting instruction card will
be taken as authority to vote FOR the election of all of the nominees in Item
1, to vote FOR Item 2, 3 and 4, and in the discretion of the proxies, to vote
upon any other matter which may properly come before the meeting and any
adjournment thereof. If this card is not returned or is returned unsigned,
the trustee will vote the shares in accordance with the terms of the Defined
Contribution Trust.
/X/ Please mark votes as indicated in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES
IN ITEM 1 AND "FOR" ITEMS 2, 3 AND 4
(See reverse side for voting instructions)
<PAGE>
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED COMPANY #
PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU CONTROL #
MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- - Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
- - Follow the simple instructions the voice provides you.
VOTE BY INTERNET -- HTTP:/WWW.EPROXY.COM/TUP/ -- QUICK *** EASY *** IMMEDIATE
- - Use the Internet to vote your proxy 24 hours a day, 7 days a week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above to obtain your records and create an
electronic ballot.
- - If you prefer to receive proxy materials via the Internet in the future, you
may consent to do so.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Tupperware Corporation, c/o Shareowner Services,
P.O. Box 64873, St. Paul, MN 55164-9397.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
1. Election of / / Vote FOR / / Vote WITHHELD
directors: 01 Joe R. Lee all nominees from all nominees
02 Bob Marbut
03 David R. Parker
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
2. The Proposal To Ratify The Appointment of Independent Auditors.
/ / For / / Against / / Abstain
3. The Proposal to Approve the Tupperware Corporation 2000 Incentive Plan.
/ / For / / Against / / Abstain
4. The Proposal to Approve Material Terms of Performance-Based Incentives.
/ / For / / Against / / Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box / / Indicate changes below:
Date: ______________________
Signature(s) in Box
Please sign exactly as your name(s) appear on Proxy. If held in joint
tenancy, all persons must sign. Trustees, administrators etc., should
include title and authority. Corporations should provide full name of
corporation and title of authorized officer signing the proxy.
