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1. |
Term
of Options.
The Options, granted on _________________ (the “Date of Grant”), will
terminate and expire, to the extent not previously exercised, at 5:00 p.m.
Eastern Time on _____________, or such earlier date upon which the
Options, or portion thereof, terminate or expire pursuant to the terms of
the Plan (the “Expiration Date”). |
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2. |
Exercise
of Options. |
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(a) |
The
Options may be exercised in whole or in part at any time on or
after ________________ (the “Vesting Date”), unless they become
exercisable on an earlier date as indicated in Subsections 2(a)(i), (ii)
and (iii) below, but no Options may be exercisable after the Expiration
Date. |
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(i) |
If,
prior to the Vesting Date, the Fair Market Value of a Share equals or
exceeds $_____ for fifteen (15) consecutive days on which the Shares are
traded on the New York Stock Exchange or a national securities exchange
(each, a “Trading Day”), then 25% of the number of shares subject to the
Options (the “Option Shares”) shall become exercisable. The date on which
such acceleration occurs is hereafter referred to as the “First
Acceleration Date”. |
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(ii) |
If,
after the First Acceleration Date and prior to the Vesting Date, the Fair
Market Value of a Share equals or exceeds $_____ for fifteen (15)
consecutive Trading Days, then an additional 25% of the Option Shares
shall become exercisable (so that a total of 50% of the Option Shares will
be exercisable). The date on which such acceleration occurs is hereafter
referred to as the “Second Acceleration
Date”. |
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(iii) |
If,
after the Second Acceleration Date and prior to the Vesting Date, the Fair
Market Value of a Share equals or exceeds $_____ for
fifteen (15) consecutive Trading Days, then the remaining 50% of the
Option Shares shall become exercisable (so that 100% of the Option Shares
will be exercisable). |
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(b) |
The
Optionee can exercise Options by complying with the provisions of the Plan
and by following instructions provided in materials distributed by the
Company. The exercise price, $_____ per share (the “Exercise Price”), for
the number of Option Shares being purchased and any related withholding
tax obligations may be paid by the Optionee by (i) delivery of cash, money
order or a certified or cashier's check; (ii) tendering previously
acquired Shares, as provided for in the Plan; (iii) delivery of
irrevocable instructions to a broker or other agent acceptable to the
Company to promptly sell a sufficient portion of Shares received under the
Option and to deliver to the Company the appropriate amount of proceeds;
and/or (iv) any other payment method that is established by the Company
(which payment method may be restricted or eliminated from time to time by
the Company, in its sole discretion). |
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(c) |
The
Company will, without transfer or issue tax to the Optionee, issue and
cause to be delivered to the Optionee a certificate or certificates for
the number of Option Shares purchased as soon as reasonably practicable
after the Optionee has appropriately exercised any Options. The Company is
not required to issue Shares to the Optionee until all obligations to
withhold taxes have been resolved to the satisfaction of the
Company. |
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3. |
Termination
of Relationship.
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(a) |
Acceleration
upon Termination of Relationship.
Subject to Section 3(c)(iii) below, if an Optionee’s employment with the
Company or the subsidiary by whom the employee is employed (the
“Employer”) terminates for reasons of Retirement (as defined in the Plan),
Disability (as defined in the Plan) or death, all the unvested Option
Shares shall become immediately vested and exercisable on the date of
Retirement, date of Disability or date of
death. |
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(b) |
Duration
of Exercise Following Termination of Relationship.
Subject to Section 3(c) below, Options which have vested prior to the
termination of the Optionee's employment with the Employer may be
exercised as follows: |
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(i) |
within
thirty (30) days after the date on which the Optionee's employment with
the Employer terminates (the “Termination Date”), except as otherwise
provided in Subsections 3(b)(ii), (iii) and (iv) below;
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(ii) |
if
the Optionee's employment with the Employer terminates as a result of the
Optionee's Retirement, within one (1) year after the date of Retirement;
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(iii) |
if
the Optionee's employment terminates as a result of a Disability, within
one (1) year after the date of Disability; or
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(iv) |
if
the Optionee's employment terminates as a result of death, within one (1)
year after the date of death by the Optionee's designated beneficiary,
legal representative or permitted
transferee. |
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(c) |
Limitations
on Exercise Following Termination of Relationship.
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(i) |
The
time periods set forth in Section 3(b) above are subject to the
restriction that Options may not be exercised after their Expiration Date.
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(ii) |
The
time periods set forth in Section 3(b) are also subject to the restriction
that no Option may be exercised by any person if the Optionee (i) is, or
at any time after the date of grant has been, in competition with the
Company or its affiliates, or (ii) has been terminated by the Employer for
Cause, as defined in the Plan. |
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(iii) |
Except
as otherwise provided by the Committee administering the Plan or by an
employment agreement between the Optionee and the Employer, (i) the only
Options that may be exercised after the Termination Date, date of
Retirement, date of Disability or date of death (as applicable, the “Event
Date”) are those Options that were exercisable by the Optionee on the
Event Date; and (ii) any Options which are not exercisable on the Event
Date will automatically terminate on the Event Date.
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(iv) |
Any
Options which are exercisable on the Event Date, but which are not
exercised within the applicable period specified in Section 3(b) above,
will automatically terminate at the end of that applicable
period. |
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4. |
Adjustments
for Certain Events.
The number and kind of unexercised Options and the Exercise Price of such
Options are subject to adjustment in the event that certain transactions
are taken by the Company which affect the Company's
Shares. |
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5. |
Type
of Options.
The Options are nonqualified stock options granted pursuant to Section 5
of the Plan. |
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6. |
No
Transfer of Options.
Unless transferability is authorized by the Option grant or otherwise
permitted by the Committee, Options are not transferable by the Optionee
other than (i) by will or the laws of descent and distribution, or (ii)
pursuant to a domestic relations order. Because of laws affecting the
transferability of the Option Shares, the Optionee should understand the
securities laws and other implications of any transfer of Options.
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7. |
General
Restriction on Issuance of Stock Certificates.
The Company may require information or documents which enable it to insure
compliance with any law or Rules (as defined
in the Plan) of the Securities and Exchange Commission or any other
governmental authority having jurisdiction under the Plan before it
delivers any certificate upon the exercise of any Options. If at any time
the Committee administering the Plan shall determine that the listing,
registration or qualification of the Option Shares under any state or
federal law or other applicable Rule, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of
the granting of the Options or the issue or purchase of Shares thereunder,
such Options may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the
Committee. |
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8. |
Limitation
on Sale or Disposition of Option Shares. If
the Committee determines that the ability of the Optionee to sell or
transfer Option Shares is restricted, then the Company may place a
restrictive legend on certificates representing such Option Shares. If a
legend is placed on an Optionee's certificate, the Optionee may only sell
the Option Shares represented by such certificate in compliance with such
legend. |
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9. |
Incorporation
of Plan.
The Options are subject to the terms and conditions of the Plan, which are
incorporated herein by reference. The Company, upon request, will provide
a copy of the Plan to the Optionee. To the extent that the terms and
conditions of the Documents are inconsistent with the Plan, the provisions
of the Plan shall control. |
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10. |
Applicable
Times and Dates.
All references to times and dates in the Plan and in documents relating to
the Plan refer, respectively, to Eastern Standard Time (or Eastern
Daylight Savings Time, as appropriate) in the United States of America and
to dates in New York State based on such Eastern Standard Time (or Eastern
Daylight Savings Time, as appropriate). |