Exhibit 4.3
Management Stock Purchase Plan
Plan Sponsor
Dart Industries Inc., a subsidiary of Tupperware Corporation
(the "Company"), will sponsor the Management Stock Purchase Plan
("MSPP") on behalf of the Company and its subsidiaries and affiliates
and their employees.
Purpose
The MSPP is designed to accomplish the following objectives:
Significantly increase executive stock ownership;
Reinforce importance of stock ownership guidelines for executives; and
Provide a strong incentive for key executives to increase stock price.
Eligibility
The Compensation and Directors Committee of the Board of Directors
(the "Committee") of the Company determines which executives may participate
in the MSPP. The program is targeted at key executives who have an impact on
overall Company performance.
Plan Highlights
The MSPP is a one-time special opportunity for eligible executives to
purchase Tupperware Corporation stock using a loan provided to you by Dart
Industries Inc. or one of its foreign subsidiaries (the "Lender"), secured
by the shares purchased. For each share of stock you purchase through the
program, you will also receive two stock options from Tupperware Corporation.
Relevant Dates
You have been provided along with this Plan document a participation
interest letter, which is necessary for you to complete, sign, and return.
The participation interest letter should be received by the Company by
October 23, 2000. Promissory notes and security agreements will be provided
for execution in late October to early November 2000. Stock options shall be
granted at or around the date of the sale of the shares to participants,
subject to the discretion of the Committee to delay the grant of stock
stock options. Stock options could be issued with exercise prices which
differ from the per share price at which shares were purchased.
Awards under the MSPP may be made subsequent to late October or early
November 2000 for executives who first become eligible for the MSPP
thereafter.
Stock Purchase Amount
The maximum number of shares that you can purchase through the MSPP
varies based on your position and salary. Your participation rate in
the program will be a multiple of your annual base salary. The maximum
number of shares that you can purchase through the Plan will equal the
number of shares (rounded to the nearest 100 shares) that equal the dollar
value of your committed participation. You have been provided along with
this Plan document a statement of personalized examples showing hypothetical
situations at your maximum MSPP participation rate.
Stock Options
For each share of stock you purchase, you will receive two stock options.
These stock options will be granted under the Tupperware Corporation 2000
Incentive Plan and will be provided in addition to the regular November
stock option awards. The features of the stock options received in
connection with the MSPP are as follows:
Grant Date
The Committee will determine the grant date of stock options, which is
expected to be as close as possible to the purchase date of shares.
Exercise Price
The Committee will determine the option exercise price, but it will be no
less than, and could be more than, the fair market value of the stock on the
grant date.
Vesting
Options will vest in a minimum of three years and a maximum of seven years.
Options may vest on any anniversary of the grant date, beginning with the
third anniversary and continuing through the seventh. The number of options
vesting on a particular anniversary of the grant date (beginning with the
third anniversary) will be determined as follows:
1. The average closing share price for the 15 trading days preceding the
anniversary date will be calculated.
2. The average share price determined in Paragraph 1 will be used to
determine the percentage increase, if any, in share price since the
grant date. For instance, if the average share price calculated in
Paragraph 1 is $30 and the option exercise price on the grant date is
$20, the percentage increase will be 50%.
3. The percentage increase, if any, calculated in Paragraph 2 will then
be used to determine option vesting on each anniversary date (beginning
with the third anniversary), as described more fully below.
4. If the percentage of your options already vested is less than the
percentage increase, if any, calculated in Paragraph 2, enough options
will vest so that the percentage of your options vested equals the
percentage increase, if any, in stock price calculated in Paragraph 2.
For example, if the percentage increase in share price is 50% and only
20% of your options are already vested, an additional 30% of your
options will vest on this anniversary date.
5. If the percentage of your options already vested is greater than or
equal to the percentage increase, if any, in share price calculated in
Paragraph 2, no options will vest on this anniversary date. For example,
if the percentage increase is 50% and 75% of your options are already
vested, no further options will vest on this anniversary date.
6. Any remaining unvested options will vest on the seventh anniversary of
the grant date, regardless of stock performance.
The following examples illustrate the vesting procedure:
Date Stock Increase in Options vesting Total options
price* stock price on this date vested
since grant
date
Example 1: Fast Stock Growth
Grant date $20 N/A N/A None
Third anniversary $30 50% 50% 50%
Fourth anniversary $35 75% 25% 75%
Fifth anniversary $45 125% 25% 100%
Example 2: Slow Stock Growth
Grant date $20 N/A N/A None
Third anniversary $24 20% 20% 20%
Fourth anniversary $22 10% None 20%
Fifth anniversary $30 50% 30% 50%
Sixth anniversary $35 75% 25% 75%
Seventh anniversary $35 75% 25% 100%
* Stock prices shown for the grant anniversary dates are the
average closing prices for the 15 trading days prior to the
anniversary date.
Term of Option
The term of each option shall be ten years, subject to the provisions of
the Tupperware Corporation 2000 Incentive Plan.
Restrictions on Sale of Shares
Since a primary objective of the Plan is to significantly increase executive
stock ownership, 50% of the net shares (after exercise price and taxes) that
you receive when you exercise your MSPP options cannot be sold until your
MSPP loan is fully repaid, except to the extent that the Company permits you
to sell such shares to satisfy a required loan repayment. Upon exercise of
an MSPP option, the Company will retain a share certificate representing such
amount of net shares, although you will have full voting and dividend rights
to the shares. Such shares are not being held as collateral for the loan.
The Company will deliver to you a certificate representing the remaining 50%
amount of the net shares, which may be sold at any time after exercise,
subject to the customary trading restrictions.
Loan
If you participate in the MSPP, you will receive a loan for the purchase of
your shares from the Lender. The features of the loan are as follows:
Amount of Loan
The loan will be for 100% of the purchase price of your shares on the loan
date.
Interest Rate
The interest rate will be the Applicable Federal Rate ("AFR") in effect
on the loan date. Interest will be compounded quarterly. The AFR is published
by the U.S. Internal Revenue Service. Under current U.S. tax rules, if the
loan interest rate is lower than the AFR, the interest rate would be
considered a below market rate and some taxable income would be imputed to
you as a result of receiving the loan. By using the AFR, taxable imputed
income is avoided. Outside the U.S., other tax-related rules may apply.
Payment of Interest
Interest on the loan shall be accrued quarterly and shall be paid in
accordance with the repayment schedule discussed below. Any remaining
interest due after the application of cash dividends shall be added to the
loan amount.
Security
The loan is secured with the stock purchased through the MSPP. The Company
has recourse to your purchased stock and to your individual general assets
for repayment of up to 100% of the principal and interest owed. The share
certificates will be held by the Lender in Orlando, Florida.
Release of Shares
Each time you pay principal and the associated interest on your loan, a
portion of your stock equal to the percentage of the principal being repaid
will be released. Once your loan is fully repaid, all shares will be
released. While shares are unreleased, two special provisions apply to them:
Sale of Shares. At your request, you can direct the Lender to sell a portion
of the shares and apply the proceeds to satisfy a required repayment.
Otherwise, unreleased shares cannot be sold.
Dividends on Shares. Any cash dividends paid on an unreleased share will
automatically be applied to reducing your loan interest. Once a share is
released, dividends paid on that share will be paid directly to you.
Repayment Schedule
Your loan will be repaid in three installment payments (other than
application of cash dividends and any prepayments):
The first repayment will be made on the fifth anniversary of the loan date
(approximately October 31, 2005) and will be for 25% of the principal (plus
associated interest).
The second repayment will be made on the sixth anniversary of the loan date
(approximately October 31, 2006) and will be for 25% of the principal (plus
associated interest).
The third and final repayment will be made on the eighth anniversary of the
loan date (approximately October 31, 2008) and will be for 50% of the
principal (plus associated interest).
If you wish, you can accelerate this repayment schedule. Any prepayment will
be applied first to associated interest, and then to principal installments
in the order of their maturities. Shares will be released proportionately as
principal repayments are made.
Application of Annual Bonus to Interest
You may decide to direct a portion of your annual cash bonus toward repayment
of the interest on your loan. Executives are encouraged to use 10% of their
net annual cash bonus after taxes to avoid large amounts of interest
compounding on the loan.
Supplemental Cash Bonus
In order to limit your risk if the stock price declines, the Company also may
pay a supplemental cash bonus. The supplemental cash bonus, if any, will not
be paid directly to you. Rather, the bonus will be applied to your loan at
the required repayment date. The amount of the supplemental cash bonus,
if any, at each of the three repayment dates will be determined as follows:
1. The percentage decline in stock price from the price of the stock at the
time of purchase to the repayment date will be calculated.
2. A percentage of the principal due on the repayment date equal to the
percentage decline in stock price will be paid as a supplemental cash
bonus which will be applied to your loan. For instance, if the stock
price on a repayment date has declined 10%, 10% of the principal due on
that repayment date will be paid as a supplemental cash bonus and will
be applied to your loan.
3. The total amount that may be paid as a supplemental cash bonus (and
applied to your loan) on any repayment date will not exceed 25% of the
principal due on that date.
4. A supplemental cash bonus can only be paid on required loan repayments.
Required loan repayments are those made on the regularly scheduled
repayment dates (at the end of years 5, 6, and 8) or on a date on which
a repayment is required because of termination of employment (other than
voluntary termination or termination for cause). A supplemental cash
bonus will not be paid when repayments are made voluntarily on other
dates or when repayments are required because of voluntary termination
or termination for cause or upon default.
If Your Employment Ends
If your employment ends, the loan repayment and option vesting and expiration
provisions will change as summarized in the following table:
<TABLE>
<CAPTION>
Reason for Loan Repayment Options*<F1>
leaving Date Vesting Expiration
<S> <C> <C> <C>
Retirement at age Earlier of scheduled Options continue Options expire
55 through 60 with date or 2 years to vest for 1 year 2 years after
at least 10 years after retirement after retirement retirement
of service
Retirement after Earlier of scheduled Options continue Options expire
age 60 with at date or 6 years to vest for 6 years 6 years after
least 15 years after retirement after retirement retirement
of service
Disability Earlier of scheduled Options continue Options expire
date or 3 years to vest for 3 years 3 years after
after disability after disability disability
Death Earlier of scheduled Options vest Options expire
date or 3 years immediately 3 years after
after death death, unless
death occurs
during retire-
ment, in which
case the
retirement
provisions
control
Voluntary Immediately upon No further Options expire
termination termination options vest 30 days after
termination
Involuntary Immediately upon Options continue Options expire
termination termination to vest for 1 year 1 year after
other than after termination termination
for cause
Termination Immediately upon No further Options expire
for cause termination options vest immediately
upon
termination
<FN>
<F1>
*In no case will an option remain exercisable beyond the maximum
10-year term under the Tupperware Corporation 2000 Incentive Plan
or the remaining term of the option. These vesting and expiration
terms are conditioned upon the provisions of the Tupperware
Corporation 2000 Incentive Plan.
</FN>
</TABLE>
Tax and Financial Planning Considerations
You should consult with a professional financial adviser to be sure you
understand how participating in the MSPP may affect your taxes and overall
financial plan.
For More Information
Questions should be directed to the Senior Vice President, Human Resources
in Orlando, Florida.
This document is intended to provide you with a summary of the MSPP and is
not to be construed as a contract or a promise to pay an award nor does it
imply or guarantee participation in subsequent years. The Committee reserves
the right to interpret, define, change, or cancel provisions of this program
at any time. The Committee may also need to modify provisions to comply with
local regulatory requirements for participants who reside outside the U.S.
The stock option matters discussed above as part of the program are
governed by the provisions of Tupperware Corporation's 2000 Incentive Plan,
which is administered by the Committee. In instances of question or conflict,
the provisions of Tupperware Corporation's 2000 Incentive Plan will govern
stock options granted under this program.
