Common use of Restricted Stock and Options Clause in Contracts

Restricted Stock and Options. We mutually acknowledge that as of the date hereof you are the holder of 103,795 shares of Ekco Group, Inc. Common Stock, $.01 par value ("Shares") which are subject to Restricted Stock Purchase Agreements (the "Restricted Shares") and rights to purchase up to 797,718 Shares ("Options") pursuant to Stock Option Agreements (the "Option Agreements"). Effective as of the later of the eighth day following your execution of this Agreement and the Separation Date, the Company waives its rights to repurchase the Restricted Shares and waives all restrictions on transfer with respect to such shares other than those imposed by applicable federal and state securities laws. The Company agrees not to exercise any right of repurchase prior to such date. You and the Company agree that all of your Options and rights under the Stock Option Agreements are hereby terminated, except for Options to purchase up to 124,000 Shares pursuant to a Stock Option Agreement dated June 22, 1988 and Options to purchase up to 69,000 Shares pursuant to a Stock Option Agreement dated January 18, 1990 (together, the "Remaining Option Agreements") which shall remain in full force and effect in accordance with their terms and which shall remain exercisable in accordance with their terms until June 4, 1997. Upon execution of this Agreement the Company will issue to you the Performance Units Rights Awards Mr. Robe▇▇ ▇▇▇▇▇ ▇▇▇ember 4, 1996 Page 5 attached hereto as EXHIBITS 1-5. The Company represents that the grant of the Performance Units Rights Awards to you are exempt purchases pursuant to Rule 16b-3 and agrees to indemnify, defend and hold you harmless from all liabilities (including reasonable attorneys fees) arising out of the breach of this representation. Promptly upon payment of the full purchase price in accordance with the terms of the Remaining Option Agreements, the Company will deliver you the certificates representing such Shares in accordance with the terms of the Remaining Option Agreements. You acknowledge that upon waiver of the right of repurchase you will be deemed to have compensation income for federal income tax purposes equal to the fair market value of the Shares less the purchase price you paid for the Shares, and that the Company is required to withhold no less than 28% of the amount of such income. Further, you acknowledge that upon exercise of the Options you will also be deemed to have income for federal income tax purposes equal to the fair market value of the Shares as of the date of exercise, less the purchase price paid upon such exercise, and that upon exercise of Performance Unit Rights Awards you will also recognize income for federal income tax purposes, and that similarly the Company will be required to withhold on such date in accordance with applicable federal regulations. You hereby agree to cooperate with the Company in such withholding, and, upon receipt of notice from the Company, to pay to the Company amounts which are required under applicable federal and state tax laws, and hereby agree that Ekco may set-off from any amount it owes to you, or your affiliates, any amounts which you have not paid to Ekco as so required.

Restricted Stock and Options. We mutually acknowledge that Effective as of the date hereof you are Effective Date, the holder of 103,795 Executive was granted 75,000 shares of Ekco Group, Inc. the Company's Common Stock, $.01 1.00 par value ("SharesCommon Stock") which ). Such shares are subject to Restricted four year vesting on the basis of 18,750 shares of Common Stock Purchase Agreements (the "Restricted Shares") and rights to purchase up to 797,718 Shares ("Options") pursuant to Stock Option Agreements (the "Option Agreements"). Effective as on each anniversary of the later Effective Date; provided, however, if the employment of the eighth day following your execution of Executive under this Agreement and is terminated prior to the Separation Dateshares being fully vested for any reason other than by the Company for Cause or Disability, the Company waives its rights to repurchase death of the Restricted Shares and waives all restrictions on transfer with respect to Executive or by the Executive for any reason other than for Good Reason, such shares shall become vested on the termination date. Until the shares of Common Stock so granted are vested, the Executive may not transfer, pledge or dispose of the unvested shares. The Executive, however, may vote any unvested shares and be entitled to receive any dividends or distributions (other than those imposed by applicable federal and state securities lawsnoncash distributions, which shall be subject to the same vesting restrictions as the shares of Common Stock for which such distributions were received). The Company agrees not may also hold the unvested shares until they have vested. The Executive may elect to exercise any right deliver shares of repurchase prior Common Stock (valued at their then current market price) to such date. You and the Company agree that all in satisfaction of your Options and rights under the Stock Option Agreements are hereby terminated, except for Options to purchase up to 124,000 Shares pursuant to a Stock Option Agreement dated June 22, 1988 and Options to purchase up to 69,000 Shares pursuant to a Stock Option Agreement dated January 18, 1990 (together, the "Remaining Option Agreements") which shall remain in full force and effect in accordance with their terms and which shall remain exercisable in accordance with their terms until June 4, 1997. Upon execution of this Agreement any withholding obligation the Company will issue may have on the vesting of such shares. Such shares shall be subject to you accelerated vesting as provided in Section 4(a). Such shares shall also be subject to accelerated vesting on a change of control as defined in the Performance Units Rights Awards Mr. RobeCompany's form of stock option agreement, with the merger on May 27, 1998 of Weat▇▇ ▇▇▇▇▇▇ ▇▇▇ember 4erra, 1996 Page 5 attached hereto Inc. with and into the Company not resulting in any acceleration of such vesting. Effective as EXHIBITS 1-5. The Company represents that the grant of the Performance Units Rights Awards to you are exempt purchases pursuant to Rule 16b-3 and agrees to indemnify, defend and hold you harmless from all liabilities (including reasonable attorneys fees) arising out of the breach of this representation. Promptly upon payment of the full purchase price in accordance with the terms of the Remaining Option AgreementsEffective Date, the Company will deliver you Executive also received options under the certificates representing such Shares in accordance with the terms Company's stock option plan to purchase an aggregate of the Remaining Option Agreements. You acknowledge that upon waiver 100,000 shares of the right of repurchase you will be deemed to have compensation income for federal income tax purposes Common Stock at an exercise price per share equal to the fair market value closing sale price of a share of Common Stock on the Effective Date, which options are subject to three year vesting on the basis of one-third of the Shares less shares per year, with the purchase price you paid for the Sharesmerger on May 27, and that the Company is required to withhold no less than 28% 1998 of the amount Weat▇▇▇▇▇▇▇ ▇▇▇erra, Inc. not resulting in any acceleration of such incomevesting. FurtherIn connection with the Company's spin-off of its Grant Prideco drilling products division, you acknowledge that upon exercise of the Options you will also be deemed to have income for federal income tax purposes equal to the fair market value of the Shares as of the date of exercise, less the purchase price paid upon such exercise, above restricted stock and that upon exercise of Performance Unit Rights Awards you will also recognize income for federal income tax purposes, and that similarly the Company options will be required adjusted to withhold on such date in accordance with applicable federal regulations. You hereby agree to cooperate with the Company in such withholding, and, upon receipt of notice from the Company, to pay to the Company amounts which are required under applicable federal and state tax laws, and hereby agree that Ekco may set-off from any amount it owes to you, or your affiliates, any amounts which you have not paid to Ekco as so required.represent shares

Restricted Stock and Options. We mutually acknowledge that as of the date hereof you are the holder of 103,795 10,022 shares of Ekco Group, Inc. Common Stock, $.01 par value ("Shares") which are subject to Restricted Stock Purchase Agreements (the "Restricted Shares") and rights Options to purchase up to 797,718 111,437 Shares ("Options") pursuant to Stock Option Agreements (the "Option Agreements"). Effective as of the later of the eighth day following your execution of this Agreement and the Separation Date, the Company Ekco Group, Inc.: (i) waives its rights to repurchase the Restricted Shares and waives all restrictions on transfer with respect to such shares other than those imposed by applicable federal and state securities laws. The Company agrees laws and (ii) amends each of the Option Agreements to provide that all options which have not to exercise any right of repurchase been exercised prior to such date. You the date hereof shall be exercisable from and after the Company agree that all of your Options date hereof and rights under the Stock Option Agreements are hereby terminated, except for Options to purchase up to 124,000 Shares pursuant to a Stock Option Agreement dated June 22, 1988 and Options to purchase up to 69,000 Shares pursuant to a Stock Option Agreement dated January 18, 1990 (together, the "Remaining Option Agreements") which shall remain in full force and effect in accordance with their terms and which shall remain exercisable in accordance with their terms until June 4January 3, 1997. Upon execution of this Agreement the Company will issue to you the Performance Units Rights Awards Mr. Robe▇▇ ▇▇▇▇▇ ▇▇▇ember 4, 1996 Page 5 attached hereto as EXHIBITS 1-5. The Company represents that the grant of the Performance Units Rights Awards to you are exempt purchases pursuant to Rule 16b-3 and agrees to indemnify, defend and hold you harmless from all liabilities (including reasonable attorneys fees) arising out of the breach of this representation. Promptly upon payment of the full purchase price in accordance with the terms of the Remaining such Option Agreements, the Company Ekco will deliver you the certificates representing such Shares in accordance with the terms of the Remaining Option Agreements. You acknowledge that upon waiver of the right of repurchase you will be deemed to have compensation income for federal income tax purposes equal to the fair market value of the Shares less the purchase price you paid for the Shares, and that the Company Ekco is required to withhold no less than 28% of the amount of such income. Further, you acknowledge that upon exercise of the Options you will also be deemed to have income for federal income tax purposes equal to the fair market value of the Shares as of the date of exercise, less the purchase price paid upon such exercise, and that upon exercise of Performance Unit Rights Awards you will also recognize income for federal income tax purposes, and that similarly the Company Ekco will be required to withhold on such date in accordance with applicable federal regulations. You hereby agree to cooperate with the Company Ekco in such withholding, and, upon receipt of notice from the Company, and to pay to the Company Ekco amounts which are required under applicable federal and state tax laws, and hereby agree that Ekco may set-off from any amount it owes to you, or your affiliates, any amounts which you have not paid to Ekco as so required.