Amendment to Fortune Brands, Inc. 2003 Long-Term Incentive Plan (September 27, 2005)
This amendment updates the Fortune Brands, Inc. 2003 Long-Term Incentive Plan. It revises the definition of "Retirement," clarifies the exercise period for stock options after employment ends due to death, disability, or retirement, and adjusts the calculation of cash payments upon option exercise in certain circumstances. The changes affect how and when employees can exercise their stock options and the amounts they may receive, particularly in cases of retirement or a change in company control.
Exhibit 10.1
FORTUNE BRANDS, INC.
2003 LONG-TERM INCENTIVE PLAN
Amendment*
- Section 2(q) is amended by changing the definition of "Retirement" as follows:
- Section 5(a)(iv) is amended by changing the second sentence thereof as follows:
- Section 12(b)(i) is amended by changing the fourth sentence thereof as follows:
(q) "Retirement" means either (i) termination of employment on or after attaining age 55 and completion of at least five [ten] years of service with the Company, provided that Retirement shall not include termination of employment by reason of failure to maintain work performance standards, violation of Company policies or dishonesty or other misconduct prejudicial to the Company, or (ii) retirement under Section 3(b) of the Fortune Brands, Inc. Supplemental Plan.
If a Participant's employment with the Company terminates by reason of death, disability or Retirement, the Participant's Option shall continue to be exercisable for three years from the date of termination of employment or until the expiration date stated in the Option, whichever is earlier, provided that an [a Nonqualified Stock] Option may be exercised within one year from the date of death even if later than such expiration date (but in no event later than ten years from the date of grant).
Such Participant, whether the exercise is pursuant to his election or automatic pursuant to the terms hereof shall be entitled to receive in cash an amount determined by multiplying the number of shares subject to such Option (or part thereof) by the amount by which the exercise price of each share is exceeded by [(A) if such Option is an Incentive Stock Option,] the fair market value of such shares at the date of exercise [or (B) if such Option is a Nonqualified Stock Option, the greater of (x) the highest purchase price per share paid for the shares of the Company beneficially acquired in the transaction or series of transactions resulting in the Change in Control by the person or persons deemed to have acquired control pursuant to the Change in Control and (y) the highest fair market value of shares of Common Stock during the Limited Right Exercise Period prior to the time of exercise].
FORTUNE BRANDS, INC.
Date: September 27, 2005
By: /s/ Craig P. Omtvedt
Name: Craig P. Omtvedt
Title: Senior Vice President and Chief
Financial Officer
