Exhibit 10.6 NOTICE OF NONQUALIFIED STOCK OPTION AGREEMENT September 29, 2003 Company: [ ] Date(s) First Exercisable:Date of Grant: [ ] [ ] - September 29, 2004No. of Shares: [ ] [ ] - September 29, 2005Option Price per Share: [ ] [ ] - September 29, 2006 PERSONAL AND CONFIDENTIAL [Name]
[Address]Dear [ ]:We are pleased to inform you that as a key employee of the company referred to above you have been granted a Nonqualified Stock Option by the Compensation and Stock Option Committee of the Board of Directors under the Fortune Brands, Inc. 2003 Long-Term Incentive Plan, as amended (the " Plan" ).These options are granted under and governed by the Plan and the September 2003 Nonqualified Stock Option Terms and Conditions (the " Terms" ). For your information, we have attached to this notice the following documents: (1) the Terms, (2) the Plan, (3) the Plan Prospectus, and (4) Notice of Exercise of Stock Option and Notice of Exercise of Limited Right forms. You should review these documents carefully in order to fully understand how your option operates and your rights as an option recipient. Under the terms of the 2003 Plan, you do not need to sign and return, or otherwise acknowledge your receiving, this notice . If you have any questions about your options, please contact Grace Cherico, Stock Plans Administrator, at (847) 484-4423.Sincerely yours, FORTUNE BRANDS, INC. Senior Vice President - Strategy and Corporate Development
SEPTEMBER 2003 NONQUALIFIED STOCK OPTION
TERMS AND CONDITIONS As a participant in the 2003 Long-Term Incentive Plan (the Plan), you will be able to purchase shares of Common Stock of Fortune Brands, Inc. (Fortune). Subject to the terms and conditions below, the minimum amount that may be purchased at any one time is 50 shares unless you have fewer remaining shares covered by your option.The date of the grant, the maximum number of shares the option entitles you to purchase, the option price per share and the date or dates on which the option will ordinarily be first exercisable are listed at the top of your Notice of Incentive Stock Option Award. The option is not intended (but not guaranteed) to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code. 1. Exercise . (a) Except as provided in this paragraph 1 and paragraphs 3, 4, 5 and 9, the option shall be exercisable during the period beginning on the date or dates set forth under the heading " Date(s) First Exercisable" in the Notice of Incentive Stock Option Award and ending ten years from the date of grant (its expiration date). During this period, the option is exercisable in whole or in part from time to time in amounts of not less than 50 shares (except that if you have fewer than 50 shares remaining covered by the option, the option may be exercised for the full number of remaining shares). (b) The option shall not become exercisable unless you remain employed by Fortune or one of its subsidiaries for one year from the date of grant, except in the event of your death and except as provided in paragraph 9. 2. Transferability of Option . The option shall not be transferable by you except in the event of your death. During your lifetime the option shall be exercisable only by you. 3. Death . If your employment by Fortune or an entity in which Fortune has an equity interest terminates by reason of your death, the option may immediately be exercised in full and shall continue to be exercisable in full until its expiration date, provided that the option may be exercised within one year from the date of your death even if this one-year period extends beyond the expiration date.
4. Retirement . If your employment by Fortune or an entity in which Fortune has an equity interest terminates by reason of disability or Retirement (as defined below), provided that you have remained in the employ of Fortune or an entity in which Fortune has an equity interest for one year from the date of grant, the option shall become immediately exercisable in full and shall continue to be exercisable in full until its expiration date. For purposes of this paragraph, Retirement means either (a) termination of employment on or after attaining age 55 and completion of at least ten years of service with Fortune or an entity in which Fortune has an equity interest, provided that Retirement shall not include termination of employment by reason of failure to maintain work performance standards, violation of company policies or dishonesty or other misconduct prejudicial to the company, or (b) retirement under Section 3(b) of the Fortune Brands, Inc. Supplemental Plan. 5. Termination of Employment . If your employment by Fortune or a entity in which Fortune has an equity interest terminates other than ...
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