EXHIBIT 99.2
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PLAYTEX PRODUCTS, INC.
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
This Agreement (this "Agreement") is made as of June 14, 2005 (the
"Effective Date") between Playtex Products, Inc., a Delaware corporation (the
"Company"), and [[FIRST]] [[LAST]] ("Grantee"). Except as otherwise specifically
provided herein, capitalized terms used herein shall have the meanings
attributed thereto in the Playtex Products, Inc. Stock Award Plan, as such plan
may be amended from time to time (the "Plan").
WHEREAS, the Company has adopted the Plan, which Plan is incorporated
herein by reference and made a part of this Agreement; and
WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its stockholders to grant the restricted stock
award provided for herein to Grantee pursuant to the Plan and the terms set
forth herein.
NOW, THEREFORE, in connection with the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. RESTRICTED STOCK AWARD.
Subject to the provisions of this Agreement and to the provisions of
the Plan, Grantee hereby agrees to purchase, and the Company hereby agrees to
sell to Grantee, on the Effective Date, [[TIME_VEST_OPTIONS]] shares of common
stock of the Company, par value $0.01 per share ("Common Stock"), at a per share
purchase price equal to the par value of one share of Common Stock (the
"Restricted Stock") for an aggregate purchase price of $[[PURCHASE_PRICE]] (the
"Restricted Stock Award"). The Restricted Stock Award is subject to transfer and
forfeiture restrictions described herein and in the Plan. The Restricted Stock
Award shall vest and become nonforfeitable in accordance with Section 2 hereof.
2. VESTING.
Subject to Grantee's continued service for the Company as a member of
the Board through the applicable Vesting Date (defined below), the Restricted
Stock Award shall vest as to one-third of the shares of Restricted Stock
underlying the Restricted Stock Award (the "Annual Vesting Portion") on the last
day of the fiscal first quarter of each of the 2006, 2007 and 2008 fiscal years
of the Company (each a "Vesting Date").
3. CERTIFICATES.
The certificates evidencing the Restricted Stock shall be deposited
with an escrow agent designated by the Committee, which may be the Company (the
"Escrow Agent") until such time as either (i) any such shares are forfeited in
accordance with Section 2 hereof, or (ii) the restrictions on any such shares
lapse in accordance with Section 2 or Section 7 hereof, in which case any such
shares shall be delivered to Grantee in accordance with, and subject to the
limitations of, Section 4 hereof. The period during which any share of
Restricted Stock is held by the Escrow Agent in accordance with the preceding
sentence is referred to herein as the "Restricted Period" with respect to such
share. The Committee shall cause the Escrow Agent to issue to the Participant a
receipt evidencing the stock certificates held by the Escrow Agent registered in
the name of Grantee. Each such certificate shall bear the following legend until
the lapse of the Restricted Period with respect to the shares represented by
such certificate:
Transfer of this certificate and the shares represented
hereby is restricted pursuant to the terms of the Playtex
Products, Inc. Stock Award Plan and the Restricted Stock
Award Agreement, effective June 14, 2005 between Playtex
Products, Inc. and [[FIRST]] [[LAST]]. Copies of the
Agreement and Plan are on file at the offices of Playtex
Products, Inc.
In the case of Grantee's death, to the extent restricted shares have
vested but not yet been distributed, such certificates will be delivered to the
beneficiary designated in writing by Grantee in the form annexed hereto as
Exhibit A, or, in the event no beneficiary has been chosen or such beneficiary
has predeceased Grantee or cannot be located within a reasonable amount of time
(as determined by the Committee), to Grantee's legatee or legatees, or to his
personal representatives or distributees, as the case may be. To the extent that
any determination must be made to properly effect the delivery of stock
certificates in the event of Grantee's death, such determination shall be made
by the Board and shall be final and binding and shall completely discharge the
Company from its obligation to deliver stock certificates hereunder.
4. VOTING; DIVIDENDS.
Subject to the restrictions set forth in the Plan and this Agreement,
from and after the date that the restrictions lapse pursuant to Section 2 or
Section 7 of this Agreement, Grantee shall possess all incidents of ownership of
the shares of Restricted Stock granted hereunder, including the right to receive
dividends or distributions in cash or in kind with respect to such shares of
Restricted Stock and the right to vote such shares of Restricted Stock, but only
with respect to the shares of Restricted Stock for which such restrictions have
lapsed pursuant to Section 2 or Section 7 hereof. If any dividends or such
distributions in cash or in-kind are made in respect of shares of Common Stock
prior to the lapse of the restrictions relating to any shares of Restricted
Stock granted hereunder, any such dividends or distributions made in respect of
shares of Restricted Stock as to which the restrictions have not then lapsed
shall be held by the Company and
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shall be paid to Grantee only when, and if and to the extent that, the
restrictions on such shares shall have lapsed.
5. CHANGES IN CAPITAL STRUCTURE.
The Restricted Stock Award shall be subject to adjustment or
substitution, as determined by the Committee in its sole discretion in
accordance with the provisions of Section 13 of the Plan.
6. NONTRANSFERABILITY.
No share of Restricted Stock may at any time prior to becoming vested
pursuant to Section 2 hereof be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by Grantee except in accordance with the
applicable provisions of this Agreement and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company.
7. EFFECT OF CHANGE IN CONTROL.
Notwithstanding any other provision of this Agreement or the Plan to
the contrary, in the event of a Change in Control, and provided the Grantee
remains employed with the Company upon such Change in Control (or subsequent
thereto), 100% of the Restricted Stock Award then held by Grantee shall, to the
extent not then vested and not previously forfeited, immediately become fully
vested, and all restrictions on such Restricted Stock shall lapse. "Change in
Control" shall mean the first to occur of any of the following: (A) any "person"
or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that a person shall be deemed to have beneficial
ownership of all shares that such person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 40% of the voting stock of the Company, (B) the sale,
lease, transfer, conveyance or other disposition, in one or a series of related
transactions, of all or substantially all of the assets of the Company to any
person or group, or (C) a change in the composition of the Board occurring
within a rolling 24-month period, as a result of which fewer than a majority of
the directors are Incumbent Directors. "Incumbent Directors" shall mean
directors who either (x) are members of the Board as of the Grant Date or (y)
are elected, or nominated for election, to the Board pursuant to the By-Laws of
the Company, but shall not include an individual not otherwise an Incumbent
Director whose election or nomination is in connection with an actual or
threatened proxy contest, including but not limited to a consent solicitation,
relating to the election of directors to the Board.
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8. EFFECT OF TERMINATION OF SERVICES.
Except as provided in Section 7, unvested shares of Restricted Stock
shall be forfeited without further consideration to Grantee upon Grantee's
termination of services for the Company as a member of the Board for any reason
(or no reason) at any time prior to the applicable Vesting Date, to the extent
they remain unvested on the last day of Grantee's service for the Company, and
the Company shall not be required to refund to Grantee any portion of the
purchase price paid by Grantee for the Restricted Stock Award pursuant to
Section 1 of this Agreement.
9. OTHER RESTRICTIONS.
The Restricted Stock shall be subject to the requirement that, if at
any time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Common Stock underlying the Restricted Stock
Award upon any securities exchange or under any state or federal law, or (ii)
the consent or approval of any government regulatory body, or (iii) an agreement
by Grantee with respect to the disposition of shares of Common Stock is
necessary or desirable as a condition of, or in connection with, the delivery or
purchase of the shares subject to the Restricted Stock Award, then, in any such
event, the grant of Restricted Stock shall not be effective unless and until
such listing, registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not acceptable to the
Committee.
10. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.
11. GOVERNING LAW.
The validity, interpretations, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware without giving
effect to conflict of laws principles. The parties hereby consent to the
jurisdiction of the state and federal courts located within the State of
Delaware.
12. HEADINGS.
Headings used herein are for convenience of reference only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.
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13. SEVERABILITY; INVALID PROVISION.
To the extent any portion of this Agreement, or any portion of any
provision of this Agreement is held to be invalid, void or unenforceable by a
court of competent jurisdiction, such court shall substitute a valid,
enforceable provision that preserves, to the maximum lawful extent, the terms
and intent of this Agreement. Such invalid, void or unenforceable provision
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed in all respects as if such invalid, void or unenforceable
provision had been omitted, and, as applicable, replaced with the valid,
enforceable provision substituted by such court.
14. BOUND BY PLAN.
By signing this Agreement, Grantee agrees to be bound by all the terms
and provisions of the Plan.
15. SUCCESSORS.
The terms of this Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and of Grantee and the
beneficiaries, executors, administrators, heirs and successors of Grantee.
16. ENTIRE AGREEMENT.
This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained
herein and therein and supersede all prior communications, representations and
negotiations in respect thereto.
17. CONFLICTS.
The terms of the Plan are made part of this Agreement and are
incorporated herein by reference. In the event of any conflict between the terms
of the Plan and the terms of this Agreement, unless otherwise specifically
provided herein, the terms of the Plan, shall govern.
18. AMENDMENT. This Agreement may not be modified, amended or waived
except by an instrument in writing signed by both parties hereto. The waiver by
either party of compliance with any provision of this Agreement shall not
operate or be construed as a waiver of any other provision of this Agreement, or
of any subsequent breach by such party of a provision of this Agreement.
19. WITHHOLDING; 83(B) ELECTION. The Company shall be authorized to
take such action as may be necessary in the opinion of the Company's counsel,
including, without limitation, withholding amounts from any compensation or
other amount owing from the Company to Grantee, to satisfy all obligations for
the payment of any applicable federal, state or local income tax withholding
requirements or like requirements, and
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Grantee agrees to make appropriate arrangements with the Company for
satisfaction of such requirements, including the payment to the Company upon the
vesting of shares of Restricted Stock (or such later date as may be applicable
under Section 83 of the Code), or other settlement in respect of, the Restricted
Stock of all such taxes and required amounts. Notwithstanding the foregoing,
Grantee may make an election pursuant to Section 83(b) of the Code in respect of
the Restricted Stock, and, if he does so, he shall timely notify the Company of
such election and send the Company a copy thereof. Grantee shall be solely
responsible for properly and timely completing and filing any such election.
20. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties, effective as of the day and year first written above.
PLAYTEX PRODUCTS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President & CFO
By:
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Name: [[FIRST]] [[LAST]] (Signature)
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Address
Grantee's Taxpayer Identification Number:
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RESTRICTED SHARES
No. of Shares: [[TIME_VEST_OPTIONS]]
Vesting: 33-1/3% of the shares vest on the last day of the fiscal first quarter
of each of the 2006, 2007 and 2008 Fiscal Years (each, a "Vesting Date").
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IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties, effective as of the day and year first written above.
PLAYTEX PRODUCTS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President & CFO
By:
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Name: [[FIRST]] [[LAST]] (Signature)
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Address
Grantee's Taxpayer Identification Number:
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RESTRICTED SHARES
No. of Shares: [[TIME_VEST_OPTIONS]]
Vesting: 33-1/3% of the shares vest on the last day of the fiscal first quarter
of each of the 2006, 2007 and 2008 Fiscal Years (each, a "Vesting Date").
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EXHIBIT A
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PLAYTEX PRODUCTS, INC.
STOCK AWARD PLAN
BENEFICIARY DESIGNATION FORM
WHEREAS, pursuant to the terms of the Playtex Products, Inc. Stock
Award Plan (the "Plan"), Playtex Products, Inc. (the "Company") has sold, and
[[FIRST]] [[LAST]] ("Grantee") has purchased [[TIME_VEST_OPTIONS]] shares of
common stock of the Company, par value $0.01 per share ("Common Stock"), at a
purchase price per share equal to the par value of the Common Stock, which
shares are subject to certain restrictions as described in the Plan and a
Restricted Stock Award Agreement between Grantee and the Company dated June 14,
2005 (the "Restricted Stock");
WHEREAS, the Director Restricted Stock Award Agreement provides that,
in the case of Grantee's death, to the extent restricted shares have vested but
not yet been distributed, the certificates evidencing the Restricted Stock will
be delivered to a beneficiary designated in writing by Grantee on this
Beneficiary Designation Form;
NOW THEREFORE, Grantee hereby designates the individual listed below as
the designated beneficiary of the Restricted Stock.
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(Grantee Signature)
[[FIRST]] [[LAST]]
Beneficiary's Name and Address:
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Relationship to Grantee:
Dated:
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