DuPont 2011 Annual Report Download - page 103

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Exhibit 10.5
STOCK PERFORMANCE PLAN
I. PURPOSES
The purposes of this Stock Performance Plan (the "Plan") are: (a) to provide greater incentive for employees who are or will be primarily responsible for the
growth and success of the business to exert their best efforts on behalf of E. I. du Pont de Nemours and Company ("the Company"); and (b) to further the
identity of interests of such employees with those of the Company's stockholders generally by encouraging them to acquire stock ownership in the Company.
II. FORM OF GRANTS
1 Grants under this Plan may be made in the form of stock options, stock options accompanied by stock appreciation rights, restricted shares or units
("restricted stock") or a combination of any of these forms and may be made in replacement of or as alternatives to salary or grants under any other
plan or program of a plan company.
2 Stock options to purchase shares of the Company's common stock granted under this Plan may be either incentive, performance or other stock options
qualified under the Internal Revenue Code as in effect from time to time ("qualified stock options") or stock options that are not qualified under the
Internal Revenue Code ("nonqualified stock options"), or a combination of qualified and nonqualified stock options.
3 Stock appreciation rights may be granted by the Company under this Plan upon such terms and conditions as the Compensation Committee may
determine. Such rights may be granted only when they accompany the concurrent grant of stock options. Each stock appreciation right shall give the
grantee the right to receive a payment equal to the excess of the fair market value of a share of the Company's common stock on the date when such
right is exercised over the option price provided for in the accompanying stock option. Such rights may be exercised only if the grantee exercises the
accompanying stock option by purchasing one share of the Company's common stock for each stock appreciation right exercised. The number of
shares subject to exercise under an accompanying stock option shall be automatically reduced by one share for each stock appreciation right exercised.
4 Restricted stock granted under this Plan shall be subject to restriction, such as forfeiture and a minimum vesting period. A grantee of restricted shares
shall generally have all incidents of ownership in the restricted shares, including the right to dividends and to vote (unless otherwise restricted).
Restricted shares may be evidenced by book-entry registration, a stock certificate registered in the grantee's name but held in the Company's custody
or issuance of an appropriate legended stock certificate, as determined by the Compensation Committee.