Exhibit 10.1
BLYTH, INC. 2003 LONG-TERM INCENTIVE PLAN
SECTION 1.
PURPOSE.
THE PURPOSES OF THE BLYTH, INC. 2003 LONG-TERM INCENTIVE
PLAN (THE "PLAN") ARE TO ENCOURAGE DIRECTORS AND SELECTED EMPLOYEES OF BLYTH,
INC., A DELAWARE CORPORATION (THE "COMPANY"), AND ITS AFFILIATES TO ACQUIRE A
PROPRIETARY AND VESTED INTEREST IN THE GROWTH AND PERFORMANCE OF THE COMPANY, TO
GENERATE AN INCREASED INCENTIVE TO CONTRIBUTE TO THE COMPANY'S FUTURE SUCCESS
AND PROSPERITY, THUS ENHANCING THE VALUE OF THE COMPANY FOR THE BENEFIT OF
STOCKHOLDERS, AND TO ENHANCE THE ABILITY OF THE COMPANY AND ITS AFFILIATES TO
ATTRACT AND RETAIN INDIVIDUALS OF EXCEPTIONAL TALENT UPON WHOM, IN LARGE
MEASURE, THE SUSTAINED PROGRESS, GROWTH AND PROFITABILITY OF THE COMPANY
DEPENDS.
SECTION 2.
DEFINITIONS.
AS USED IN THE PLAN, THE FOLLOWING TERMS SHALL HAVE
THE MEANINGS SET FORTH BELOW:
(A)
"AFFILIATE" SHALL MEAN (I) ANY PERSON THAT DIRECTLY, OR THROUGH ONE OR
MORE INTERMEDIARIES, CONTROLS, OR IS CONTROLLED BY, OR IS UNDER COMMON CONTROL
WITH, THE COMPANY OR (II) ANY ENTITY IN WHICH THE COMPANY HAS A SIGNIFICANT
EQUITY INTEREST, AS DETERMINED BY THE COMMITTEE.
(B)
"AWARD" SHALL MEAN ANY OPTION, STOCK APPRECIATION RIGHT, RESTRICTED STOCK
AWARD, PERFORMANCE SHARE, PERFORMANCE UNIT, DIVIDEND EQUIVALENT, OTHER STOCK
UNIT AWARD OR ANY OTHER RIGHT, INTEREST OR OPTION RELATING TO SHARES OR OTHER
PROPERTY GRANTED PURSUANT TO THE PROVISIONS OF THE PLAN.
(C)
"AWARD AGREEMENT" SHALL MEAN ANY WRITTEN AGREEMENT, CONTRACT OR OTHER
INSTRUMENT OR DOCUMENT EVIDENCING ANY AWARD GRANTED BY THE COMMITTEE HEREUNDER,
WHICH MAY, BUT NEED NOT, BE EXECUTED OR ACKNOWLEDGED BY BOTH THE COMPANY AND THE
PARTICIPANT.
(D)
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF THE COMPANY.
(E)
"CAUSE" SHALL MEAN, UNLESS OTHERWISE PROVIDED BY THE COMMITTEE, (1)
"CAUSE" AS DEFINED IN ANY INDIVIDUAL AGREEMENT TO WHICH THE PARTICIPANT IS A
PARTY, OR (2) IF THERE IS NO SUCH INDIVIDUAL AGREEMENT OR, IF IT DOES NOT DEFINE
CAUSE, ANY OF THE FOLLOWING ON THE PART OF THE PARTICIPANT: AN INTENTIONAL
FAILURE TO PERFORM ASSIGNED DUTIES; WILLFUL MISCONDUCT IN THE COURSE OF THE
PARTICIPANT'S EMPLOYMENT; BREACH OF A FIDUCIARY DUTY INVOLVING PERSONAL PROFIT;
OR ACTS OR OMISSIONS OF PERSONAL DISHONESTY, ANY OF WHICH RESULTS IN MATERIAL
LOSS TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES. THE COMMITTEE
SHALL, UNLESS OTHERWISE PROVIDED IN AN INDIVIDUAL AGREEMENT WITH THE
PARTICIPANT, HAVE THE SOLE DISCRETION TO DETERMINE WHETHER "CAUSE" EXISTS, AND
ITS DETERMINATION SHALL BE FINAL.
(F)
"CHANGE IN CONTROL" SHALL MEAN (I) IN THE CASE OF AN EMPLOYEE, (A) A
REORGANIZATION, MERGER OR CONSOLIDATION (A "CORPORATE TRANSACTION") IN WHICH THE
COMPANY IS NOT THE SURVIVING CORPORATION; (B) A SALE, LEASE, EXCHANGE OR OTHER
TRANSFER (IN ONE TRANSACTION OR IN A SERIES OF RELATED TRANSACTIONS) OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY TO ANOTHER PERSON OR ENTITY (AN
"ASSET SALE"); OR (C) APPROVAL BY THE STOCKHOLDERS OF THE COMPANY OF A COMPLETE
LIQUIDATION OR DISSOLUTION OF THE COMPANY, OR (II) IN THE CASE OF A DIRECTOR,
(A) ANY
CORPORATE TRANSACTION IN WHICH