Exhibit 10.77
Conversion - 100%
RN Option
1995
U.K.
RJR NABISCO HOLDINGS CORP.
1990 LONG TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT
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DATE OF GRANT: APRIL 27, 1995
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W I T N E S S E T H :
1. Grant of Option. Subject to (i) the surrender of all of the unexercised
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Options issued to Optionee under the Stock Option Plan for Directors and Key
Employees of R JR Nabisco Holdings Corp. and Subsidiaries and the R jR Nabisco
Holdings Corp. 1990 Long Term Incentive Plan (collectively, the "R JR Plans"),
(ii) the terms and conditions in this Stock Option Agreement and (iii) the
provisions of the RJR Nabisco 1990 Long Term Incentive Plan (the "Plan"), RJR
Nabisco Holdings Corp. (the "Company") on the above date has granted to
[Firstname] [Lastname] (the "Optionee"),
the right and option to exercise from the Company a total of
[Shares] shares
of Common Stock, of the Company, at the exercise price of $27.00 per share (the
"Option"). A copy of the Plan is attached and made a part of this agreement
with same effect as if set forth in the agreement itself. All capitalized terms
used herein shall have the meaning set forth in the Plan, unless the context
requires a different meaning.
2. Exercise of Option.
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(a) Shares may be purchased by giving the Corporate Secretary of the
Company written notice of exercise, on a form prescribed by the Company,
specifying the number of shares to be purchased. The notice of exercise shall be
accompanied by
(i) tender to the Company of cash for the full purchase price of the
shares with respect to which such Option or portion thereof is
exercised; or
(ii) the unsecured, demand borrowing by the Optionee from the Company on an
open account maintained solely for this purpose in the amount of the
full exercise price together with the instruction from the Optionee to
sell the shares exercised on the open market through a duly registered
broker-dealer with which the Company makes an arrangement for the
sale of such shares under the Plan. This method is known as the
"broker-dealer exercise method" and is subject to the terms and
conditions set forth herein, in the Plan and in guidelines established
by the Committee. The Option shall be deemed to be exercised
simultaneously with the sale of the shares by the broker-dealer. If
the shares purchased upon the exercise of an Option or a portion
thereof cannot be sold for a price equal to or greater than the full
exercise price plus direct costs of the sales, then there is no
exercise of the Option. Election of this method authorizes the Company
to deliver shares to the broker-dealer and authorizes the
broker-dealer to ▇▇▇▇ said shares on the open market. The
broker-dealer will remit proceeds of the sale to the Company which
will remit net proceeds to the Optionee after repayment of the
borrowing, deduction of costs, if any, and withholding of taxes. The
Optionee's borrowing from the Company on an open account shall be a
personal obligation of the Optionee which shall bear interest at the
published Applicable Federal Rate (AFR) for short-term loans and shall
be payable upon demand by the Company. Such borrowing may be
authorized by telephone or other telecommunications acceptable to the
Company. Upon such borrowing and the exercise of the Option or portion
thereof, title to the shares shall pass to the Optionee whose election
hereunder shall constitute instruction to the Company to register the
shares in the name of the broker-dealer or its nominee. The Company
reserves the right to discontinue this broker-dealer exercise method
at any time for any reason whatsoever. The Optionee agrees that if
this broker-dealer exercise method under this paragraph is used, the
Optionee promises unconditionally to pay the Company the full balance
in his open account at any time upon demand. Optionee also agrees to
pay interest on the account balance at the AFR for short-term loans
from and after demand.
(b) Subject to Section 2(c) herein, this Option shall be fully vested on
the Date of Grant. To the extent that any of the Option is not exercised, it
shall be not expire, but shall continue to be vested at any time thereafter
until this Option shall terminate, expire or be surrendered. An exercise shall
be for whole shares only.
(c) This Option shall not be exercised prior to 36 months after the Date
of ▇▇▇▇▇.
3. Rights in Event of Termination Of Employment.
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Unless optionee is Terminated for Cause (as defined in Section 11 herein)
and subject to Section 4 herein, the Option shall remain fully vested as to all
shares after termination from active employment.
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4. Expiration of Option. The Option shall expire or terminate and may not
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be exercised to any extent by the Optionee after the first to occur of the
following events:
(a) The seventh anniversary of the month containing the Date of Grant, or
such earlier time as the Company may determine is necessary or appropriate in
light of applicable foreign tax laws; or
(b) Immediately upon the Optionee's Termination of Employment for Cause (as
defined in Section 11 herein).
5. Transferability. Other than as specifically provided with regard to
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the death of the Optionee, this option agreement and any benefit provided or
accruing hereunder shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and any
attempt to do so shall be void. No such benefit shall, prior to receipt thereof
by the Optionee, be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Optionee.
6. No Right to Employment. Neither the execution and delivery of this
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agreement nor the granting of the Option evidenced by this agreement shall
constitute or be evidence of any agreement or understanding, express or implied,
on the part of the Company or its subsidiaries to employ the Optionee for any
specific period or shall prevent the Company or its subsidiaries from
terminating the Optionee's employment at any time with or without "Cause".
7. Adjustments in Option.
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In the event that the outstanding shares of the Common Stock subject to the
Option are, from time to time, changed into or exchanged for a different number
or kind of shares of the Company or other securities by reason of a merger,
consolidation, recapitalization, reclassification, stock split, stock dividend,
combination of shares, or otherwise, the Committee shall make an appropriate and
equitable adjustment in the number and kind of shares or other consideration as
to which the Option, or portions thereof then unexercised, shall be exercisable.
Any adjustment made by the Committee shall be final and binding upon the
Optionee, the Company and all other interested persons.
8. Application of Laws. The granting and the exercise of this Option and
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the obligations of the Company to sell and deliver shares hereunder and to remit
cash under the broker-dealer exercise method shall be subject to all applicable
laws, rules, and regulations and to such approvals of any governmental agencies
as may be required.
9. Taxes. Any taxes required by federal, state, or local laws to be
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withheld by the Company (i) on exercise by the Optionee of the Option for Common
Stock, or (ii) at the time an election, if any, is made by the Optionee pursuant
to Section 83(b) of the Internal
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Revenue Code, as amended, shall be paid to the Company before delivery of the
Common Stock is made to the Optionee. When the Option is exercised under the
broker-dealer exercise method, the full amount of any taxes required to be
withheld by the Company on exercise of stock options shall be deducted by the
Company from the proceeds.
10. Notices. Any notices required to be given hereunder to the Company
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shall be addressed to The Secretary, RJR Nabisco Holdings Corp., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and any notice required to be given
hereunder to the Optionee shall be sent to the Optionee's address as shown on
the records of the Company.
11. Termination For "Cause." For purposes of this Agreement, an Optionee's
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employment shall be deemed to have been terminated for "Cause" if the
termination results from the Optionee's: (a) criminal conduct, (b) deliberate
continual refusal to perform employment duties on substantially a full time
basis, (c) deliberate and continual refusal to act in accordance with any
specific lawful instructions of an authorized officer or employee more senior
than the Optionee, or (d) deliberate misconduct which could be materially
damaging to the Company or any of its business operations without a reasonable
good faith belief by the Optionee that such conduct was in the best interests of
the Company. A termination of Optionee's employment shall not be deemed for
Cause hereunder unless the senior personnel executive of the Company shall
confirm that any such termination is for Cause as defined hereunder. Any
voluntary termination by the Optionee in anticipation of an involuntary
termination of the Optionee's employment for Cause shall be deemed to be a
termination of Optionee's employment for Cause.
12. Administration and Interpretation. In consideration of the grant, the
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Optionee specifically agrees that the Committee shall have the exclusive power
to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan and Agreement as are
consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee shall be
final, conclusive, and binding upon the Optionee, the Company and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the Agreement. The Committee may delegate its interpretive authority
to an officer or officers of the Company.
13. Other Provisions.
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a) Titles are provided herein for convenience only and are not to
serve as a basis for interpretation of the Agreement.
b) This Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Agreement.
c) THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE
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TERMS OF THIS AGREEMENT REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER
PRINCIPLES OF CONFLICTS OF LAWS.
d) OPTIONEE UNDERSTANDS THAT BY EXECUTING THIS STOCK OPTION AGREEMENT,
(A) OPTIONEE IS SURRENDERING FOR CANCELLATION ALL UNEXERCISED OPTIONS, WHETHER
EXERCISABLE OR NOT, ISSUED PRIOR TO TIlE DATE OF GRANT OF THIS AGREEMENT UNDER
(i) THE STOCK OPTION PLAN FOR DIRECTORS AND KEY EMPLOYEES OF RJR NABISCO
HOLDINGS CORP. AND SUBSIDIARIES AND (ii) THE RJR NABISCO HOLDINGS CORP. 1990
LONG TERM INCENTIVE PLAN (COLLECTIVELY, THE "RJR PLANS") AND (B) ALL STOCK
OFFION AGREEMENTS ISSUED PRIOR TO THE DATE OF GRANT OF THIS AGREEMENT UNDER THE
RJR PLANS ARE NULL AND VOID.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Optionee have executed this Agreement as of the date of Grant first above
written.
RJR NABISCO HOLDINGS CORP.
By
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Authorized Signatory
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Optionee
Optionee's Taxpayer Identification Number:
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Optionee's Home Address:
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