Exhibit 10.9 INCENTIVE STOCK OPTION AGREEMENT September 23, 2002 Company: [ ] Date(s) First Exercisable:Date of Grant: [ ] [ ] - September 23, 2003No. of Shares: [ ] [ ] - September 23, 2004Option Price per Share[ ] [ ] - September 23, 2005 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 an Incentive Stock Option by the Compensation and Stock Option Committee of the Board of Directors under the Fortune Brands, Inc. 1999 Long-Term Incentive Plan, as amended (the " Plan" ).By your signature, you agree that these options are granted under and governed by the Plan and the September 2002 Incentive Stock Option Terms and Conditions (the " Terms" ), and acknowledge receipt of: (1) the Terms, (2) the Plan, (3) the Plan Prospectus, (4) the 2002 Supplement to the Plan Prospectus and (5) Notice of Exercise of Stock Option and Notice of Exercise of Limited Right forms.As set forth in paragraph 1 of the Terms, a signed copy of this agreement must be received by the Stock Plans Administrator at Fortune Brands, Inc., 300 Tower Parkway, Lincolnshire, IL 60069 before 5:00 p.m. on the 60 th day after the grant date. Failure to do so will terminate this option.Sincerely yours,FORTUNE BRANDS, INC. Senior Vice President - Strategy Signature of Employeeand Corporate Development Date
SEPTEMBER 2002 INCENTIVE STOCK OPTION
TERMS AND CONDITIONS As a participant in the 1999 Long-Term Incentive Plan (the Plan), you will be able to purchase shares of Common Stock of Fortune Brands, Inc. (Fortune) provided that you accept your award as set forth in paragraph 1 below. Subject to the terms and conditions below, the minimum amount, which 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 the agreement. The option is intended (but not guaranteed) to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code. 1. Acceptance of Option . The option cannot be exercised unless you sign the agreement and return it so that it is received by the Stock Plans Administrator of Fortune, 300 Tower Parkway, Lincolnshire, Illinois (or to such other person and place as Fortune may specify in writing), before 5:00 p.m. Illinois time on the 60th day after the date of grant. If the Stock Plans Administrator does not receive the signed agreement by this time, then the option will terminate immediately. Your signing and delivering a copy of the agreement to which these Terms and Conditions are attached will not commit you to purchase any of the shares under the option but will indicate your acceptance of the option upon these terms and conditions. 2. Exercise . (a) Except as provided in this paragraph 2 and paragraphs 4, 5, 6 and 10, 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 agreement 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 10.
3. 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. 4. Death . If your employment by Fortune or a subsidiary 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. 5. Retirement . If your employment by Fortune or a subsidiary terminates by reason of disability or retirement under a retirement plan of Fortune or a subsidiary (provided that you have remained in the employ of Fortune or of one its subsidiaries 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. 6. Termination of Employment . If your employment by Fortune or a subsidiary terminates other than in the circumstances referred to in paragraphs 4 and 5, any portion of the option that is not yet exercisable shall not thereafter become exercisable and any portion of the option that is exercisable shall terminate and cease to be exercisable three months from the date of your termination from employment, except as otherwise provided in paragraph 10; provided that in no event shall the option be exercisable after the expiration of ten years from the date of grant. For the purpose of the Agreement, your employment by a subsidiary of Fortune shall be considered terminated on the date that your employer is no longer a subsidiary (as defined in the Plan) of Fortune. 7. Stock Exchange Listing . Fortune is not obligated to deliver any shares until they have been listed on each stock exchange on which Fortune' s common stock is listed and until Fortune is satisfied that all applicable laws and regulations have been met. Fortune agrees to use its best efforts to list the shares and meet all legal requirements so that the shares can be delivered. No fractional shares will be delivered. 8. Transfer of Employment; Leave of Absence . For the purposes of your option, (a) if you transfer between Fortune and a subsidiary or from one subsidiary to another subsidiary, without an intervening period, it will not be considered a termination of employment and (b) any leave of absence granted in writing will not constitute an interruption in your employment. 9. Adjustments . (a) In the event of any merger, consolidation, stock or other non-cash dividend, extraordinary cash dividend, split-up, spin-off, combination or exchange of shares, reorganization or recapitalization or change in capitalization, or any other similar
2
corporate event, the number and kind of shares that are subject to the option and the option price per share immediately prior to such event may be proportionately and appropriately adjusted, without increase or decrease in the aggregate option price. (b) The determination of the committee of the Board of Directors of Fortune administering the Plan (the Committee) as to the terms of any adjustment is binding and conclusive upon you and any other person who is entitled to exercise the option. 10. Change in Control of Fortune . (a) In the event of a Change in Control (as defined in the attached Plan), your option, if it is not then immediately exercisable in full and provided that it has not expired, shall become immediately exercisable in full and shall remain exercisable in full. In addition, under certain circumstances as described in Section 12(b) of the attached Plan, you may have the right to receive cash instead of exercising your option. This right, called a Limited Right, may be automatically exercised under certain circumstances described in the attached Plan. You will be informed of any Change in Control. (b) Notwithstanding paragraphs 2(b), 4, 5 and 6, the provisions of this paragraph 10(b) will be applicable in the event of a termination of your employment during the 60-day period following a Change in Control. Your option shall not terminate or cease to be exercisable as a result of the termination of your employment during this period, but shall be exercisable in full throughout it; provided, however, that in no event shall your option be exercisable after ten years from its date of grant. However, in the event that on the date of termination you have not held your option for more than six (6) months, the preceding sentence shall apply only if your employment has been terminated other than for just cause (as defined below) or you have voluntarily terminated your employment for certain reasons: (i) because you in good faith believe that as a result of the Change in Control you are unable effectively to discharge your duties or the duties of the position you occupied immediately prior to the Change in Control, or (ii) because of a reduction in your aggregate compensation or in your aggregate benefits below that in effect immediately prior to the Change in Control. For purposes of this paragraph, termination shall be for " just cause" only if it is based on fraud, misappropriation or embezzlement on your part which results in a final conviction of a felony. Nothing in this paragraph 10(b) limits any rights otherwise provided in the event of your death, disability or retirement under a retirement plan of Fortune or its subsidiary, or your right to exercise your option following a termination of employment as provided in paragraph 6.
3
11. Stockholder Rights . Neither you nor any other person shall have any rights of a stockholder as to shares under the option until, after proper exercise of the option, such shares shall have been recorded on Fortune' s official stockholder records as having been issued or transferred. 12. Notice of Exercise . Subject to these terms and conditions, the option may be exercised, by a written notice of exercise on a ...
*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.