Board Resolutions Amending Non-Employee Director Retirement and Stock Option Plans – Fortune Brands, Inc.
The Board of Directors of Fortune Brands, Inc. adopted resolutions amending the retirement program for non-employee directors. Current independent directors may choose to stop accruing retirement benefits and instead receive annual stock option grants under the Non-Employee Director Stock Option Plan, pending shareholder approval at the 1997 Annual Meeting. New independent directors joining after this approval will not be eligible for the retirement plan. These changes are subject to the continued existence of the stock option plan or a successor plan.
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Exhibit 10.21
Resolutions Adopted by the Board of Directors of
Fortune Brands, Inc. on January 28, 1997
RESOLVED, that the resolutions adopted by the Board of Directors of this Company on July 26, 1994 providing a retirement program for non-employee directors of this Company (the "Retirement Plan") be and they are hereby amended as follows:
RESOLVED, that each current Independent Director may elect irrevocably to cease to accrue benefits under the Retirement Plan and thereafter receive an annual grant of stock options in accordance with terms of the American Brands, Inc. Non-Employee Director Stock Option Plan (the "Director Stock Option Plan"), for so long as the Company maintains this Plan or a successor plan thereto, such elections to be subject to the approval of the Director Option Plan by this Company's stockholders at the 1997 Annual Meeting of stockholders; and further
RESOLVED, that any person who becomes an Independent Director after approval of the Director Option Plan by this Company's stockholders at the 1997 Annual Meeting of stockholders shall not be eligible to participate in the Retirement Plan.
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