Addendum to American Standard Companies Inc. Stock Incentive Plan for Canadian Participants
This addendum modifies the American Standard Companies Inc. Stock Incentive Plan specifically for participants based in Canada. It allows Canadian participants to use an attestation method, rather than physically exchanging shares, to pay for option exercises and related taxes, provided they have owned the shares for at least six months. The addendum also excludes certain plan provisions and benefits not applicable to Canadian participants. These changes are designed to accommodate Canadian legal and tax requirements while maintaining the core structure of the stock option plan.
Exhibit 10.2
AMERICAN STANDARD COMPANIES INC.
STOCK INCENTIVE PLAN
ADDENDUM FOR CANADA
This Addendum covers Options granted under the American Standard Companies Inc. Stock Incentive Plan (the Plan) to participants based in Canada. This addendum does not cover other benefits under the Plan consisting of Stock Appreciation Rights, Restricted Units or Restricted Stock.
Options may be granted under this addendum to Participants based in Canada as follows :
1) | Notwithstanding any other provision of the Plan, any exchange of shares of Common Stock by a Participant to pay the exercise price for Options pursuant to Section 6.4 of the Plan shall be accomplished by such Participants attestation that he or she has owned shares of Common Stock being used to effect the transaction for at least six months (the Attestation Method), rather than physically exchanging such shares to pay for the Options. When the Attestation Method is used to pay the exercise price pursuant to Section 6.4, the total number of shares that would otherwise have been received on the exercise of the Option is reduced by the number of shares required to pay for the exercise of the Option. |
2) | Section 6.6 of the Plan shall not apply to Options granted to Participants based in Canada. |
3) | Notwithstanding any other provision of the Plan, any exchange of shares of Common Stock by a Participant to pay taxes owed upon the exercise of Options pursuant to Section 10.4 of the Plan shall be accomplished by such Participants attestation that he or she has owned shares of Common Stock being used to effect the transaction for at least six months (the Attestation Method), rather than physically exchanging such shares to pay the taxes. When the Attestation Method is used to pay taxes owed upon the exercise of Options pursuant to Section 10.4, the total number of shares that would otherwise have been received is reduced by the number of shares required to pay the taxes. |
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