Common use of Stock Option Terms Clause in Contracts

Stock Option Terms. Stock options included in an Annual Stock Award or Performance Stock Options shall be issued in accordance with the terms of this Agreement and the Parent Corporation’s Amended and Restated 2002 Omnibus Plan, as amended, or such other stock plan of the Parent Corporation as may then be in effect and pursuant to which Xxxxxxxxx is then eligible to receive stock awards (such plan being the “Current Plan”), shall, subject to the other terms of this Agreement: (i) vest twenty-five percent (25%) each year, commencing on the first anniversary of the grant; provided that the Initial Options shall vest twenty-five percent (25%) each July 14, commencing on July 14, 2007; (ii) have an exercise price equal to the Fair Market Value (as defined in the Current Plan) on the grant date; (iii) be non-qualified stock options; (iv) not be entitled to any Dividend Equivalents (as defined in the Current Plan); and (v) expire ten (10) years following the grant date, and shall otherwise be issued on terms and conditions consistent with stock options then being issued by the Committee to other corporate officers who are members of Employer’s Executive Committee and Strategy and Planning Committee. All stock options which are granted to Xxxxxxxxx on or after July 24, 2002, and which are vested at the time of termination of Xxxxxxxxx’x employment with the Employer, will remain outstanding until the expiration of their terms, (i) if Xxxxxxxxx’x employment is terminated (A) on account of retirement after Xxxxxxxxx has attained age sixty-two (62), (B) pursuant to subparagraphs 10(b) (without good cause), 10(c) (disability) or 10(d) (death) hereof, or (C) pursuant to Sections 5(a) and 6(b) and (c) (death or disability), 5(c) and 6(a) (Good Reason), or 6(a) (without Cause) of the Amended Employment Agreement (as defined in subparagraph 10(e)) after a Change of Control (as defined in Section 2 of the Amended Employment Agreement); or (ii) upon the occurrence of a Change of Control Event as defined in the Current Plan, subject in the case of this clause (ii) to any provisions of the Current Plan and its stock option agreements regarding acceleration or termination of stock options upon a Change of Control Event. All stock options which are granted to Xxxxxxxxx and are not vested at the time of termination of Xxxxxxxxx’x employment with the Employer will expire upon termination of Xxxxxxxxx’x employment except: (1) any stock options included the Initial Awards (as defined in subparagraph 7(f)) will vest on the terms specified in subparagraph 7(f), and (2) all other stock options shall immediately vest on the terms specified in Xxxxxxxxx’x stock option award agreements and the Current Plan, as each may be amended and revised from time to time on terms consistent with other stock options then being issued by the Committee to other corporate officers who are members of Employer’s Executive Committee and Strategy and Planning Committee. As of the date hereof, such terms would permit immediate vesting only on the earlier of (i) the occurrence of a Change of Control Event (as such term is defined in the Current

Stock Option Terms. Stock options Options included in an Annual Stock Award or Performance Stock Options shall be issued in accordance with the terms of this Agreement and the Parent Corporation’s Amended and Restated 2002 Omnibus Plan or the Corporation’s 2008 Omnibus Plan, in each case, as amended, or such other stock plan of the Parent Corporation as may then be in effect and pursuant to which Xxxxxxxxx is then eligible to receive stock awards (such plan being the “Current Plan”), shall, subject to the other terms of this Agreement: (i) vest twenty-five percent (25%) each year, commencing on the first anniversary of the grant; provided that the Initial Options shall vest twenty-five percent (25%) each July 14, commencing on July 14, 2007; (ii) have an exercise price equal to the Fair Market Value (as defined in the Current Plan) on the grant date; (iii) be non-qualified stock optionsoptions or stock appreciation rights; (iv) not be entitled to any Dividend Equivalents (as defined in the Current Plan); and (v) expire ten (10) years following the grant date, and shall otherwise be issued on terms and conditions consistent with stock options Stock Options then being issued by the Committee to other corporate officers who are members of Employer’s Executive Committee and Strategy and Planning Committee. All stock options Stock Options which are granted to Xxxxxxxxx on or after July 24, 2002, and which are vested at the time of termination of Xxxxxxxxx’x employment with the Employer, will remain outstanding until the expiration of their terms, (i) if Xxxxxxxxx’x employment is terminated (A) on account of retirement after Xxxxxxxxx has attained age sixty-two (62), (B) pursuant to subparagraphs 10(b) (without good cause), 10(c) (disability) or 10(d) (death) hereof, or (C) pursuant to Sections 5(a) and 6(b) and (c) (death or disability), 5(c) and 6(a) (Good Reason), or 6(a) (without Cause) of the Amended Employment Agreement (as defined in subparagraph 10(e)) after a Change of Control (as defined in Section 2 of the Amended Employment Agreement); or (ii) upon the occurrence of a Change of Control Event as defined in the Current Plan, subject in the case of this clause (ii) to any provisions of the Current Plan and its stock option Stock Option agreements regarding acceleration or termination of stock options Stock Options upon a Change of Control Event. All stock options Stock Options which are granted to Xxxxxxxxx and are not vested at the time of termination of Xxxxxxxxx’x employment with the Employer will expire upon termination of Xxxxxxxxx’x employment except: (1) any stock options Stock Options included in the Initial Awards (as defined in subparagraph 7(f)) will vest on the terms specified in subparagraph 7(f), and (2) all other stock options shall Stock Options will vest and will remain outstanding until the expiration of their terms if Xxxxxxxxx’x employment is terminated pursuant to subparagraph 10(b) hereof (without good cause) or Sections 5(c) and 6(a) (Good Reason), or 6(a) (without Cause) of the Amended Employment Agreement after a Change of Control and will otherwise immediately vest on the terms specified in Xxxxxxxxx’x stock option Stock Option award agreements and the Current Plan, as each may be amended and revised from time to time on terms consistent with other stock options Stock Options then being issued by the Committee to other corporate officers who are members of Employer’s Executive Committee and Strategy and Planning Committee. As of the date hereof, such terms would permit immediate vesting only on the earlier of (i) the occurrence of a Change of Control Event (as such term is defined in the CurrentCurrent Plan) subject in the case of this clause (i) to any provisions of the Current Plan and its Stock Option agreements regarding acceleration or termination of Stock Options upon a Change of Control Event, or (ii) the date Xxxxxxxxx’x employment is terminated by reason of subparagraphs 10(c) (disability) or 10(d) (death). Further, Stock Option grants made prior to the date hereof which have not vested at the time of Xxxxxxxxx’x retirement at age sixty-two (62) will immediately vest in full upon Xxxxxxxxx’x retirement at age sixty-two (62). Except as provided in Section 10(f), all Stock Option grants after the date hereof that are not vested at the time of termination due to retirement at age sixty-two (62) will expire.

Stock Option Terms. Stock options included in an Annual Stock Award or Performance Stock Options shall be issued in accordance with The parties acknowledge that Russell holds the terms of this Agreement and following unexercised non-qualified stocx xxxxxns granted under the Parent Corporation’s Amended and Restated 2002 Omnibus Company's Executive Long-Term Incentive Plan: DATE OF GRANT OPTIONS OUTSTANDING AS OF 8/28/2001 ------------- ----------------------------------- January 2, as amended1998 20,304 December 31, or such other stock plan of the Parent Corporation as may then be in effect and pursuant to which Xxxxxxxxx is then eligible to receive stock awards 1998 19,696 January 4, 1999 40,000 June 1, 1999 15,890 July 1, 1999 19,297 (such plan being the “Current Plan”)replacement options) July 1, shall1999 19,054 (replacement options) January 3, subject to the other terms 2000 87,466 January 2, 2001 55,064 Total 276,771 Contingent upon Russell's execution of this Agreement: (i) vest twenty-five percent (25%) each year, commencing on the first anniversary Company, througx xxx Xxmpensation Committee of the grant; provided that the Initial Options shall vest twenty-five percent (25%) each July 14its Board of Directors, commencing on July 14, 2007; (ii) have an exercise price equal to the Fair Market Value (as defined in the Current Plan) on the grant date; (iii) be non-qualified stock options; (iv) not be entitled to any Dividend Equivalents (as defined in the Current Plan); and (v) expire ten (10) years following the grant date, and shall otherwise be issued on terms and conditions consistent with stock options then being issued by the Committee to other corporate officers who are members of Employer’s Executive Committee and Strategy and Planning Committee. All stock options which are granted to Xxxxxxxxx on or after July 24, 2002, and which are vested at the time of termination of Xxxxxxxxx’x employment with the Employer, will remain outstanding until the expiration of their terms, (i) if Xxxxxxxxx’x employment is terminated (A) on account of retirement after Xxxxxxxxx has attained age sixty-two (62), (B) pursuant to subparagraphs 10(b) (without good cause), 10(c) (disability) or 10(d) (death) hereof, or (C) pursuant to Sections 5(a) and 6(b) and (c) (death or disability), 5(c) and 6(a) (Good Reason), or 6(a) (without Cause) of the Amended Employment Agreement (as defined in subparagraph 10(e)) after a Change of Control (as defined in Section 2 of the Amended Employment Agreement); or (ii) upon the occurrence of a Change of Control Event as defined in the Current Plan, subject in the case of this clause (ii) to any provisions of the Current Plan and its stock option agreements regarding acceleration or termination of stock options upon a Change of Control Event. All stock options which are granted to Xxxxxxxxx and are not vested at the time of termination of Xxxxxxxxx’x employment with the Employer will expire upon termination of Xxxxxxxxx’x employment except: approved (1) any the amendment of those Company stock options included previously granted to Russell, as described above, to provide that the Initial Awards term of exxx xxall expire on August 31, 2004, the third anniversary of Russell's resignation, (as defined in subparagraph 7(f)2) will vest on the terms specified in subparagraph 7(f)amendment of the January 3, 2000 option to accelerate the vesting of 43,733 unvested options to August 31, 2001, and (3) the amendment of the January 2) all other stock , 2001 option to accelerate the vesting of 27,532 unvested options to August 31, 2001, and that as a result of these actions an aggregate of 249,239 options shall immediately vest be vested and exercisable through the close of business on August 31, 2004. Russell's exercise of all or any portion of the terms specified in Xxxxxxxxx’x 249,239 vested options shall be governed exclusively by the respective stock option award agreements agreement and the Current Executive Long-Term Incentive Compensation Plan, as each may except that there shall be amended no reload feature with respect to any of such 249,239 options whenever exercised, including any options exercised prior to termination of employment status on August 31, 2001. All unvested options are forfeited and, in the event Russell has not exercised the 249,239 vested options by Auguxx 00, 2004, such vested options shall also be forfeited. Russell acknowledges that all vested options are non-qualifxxx xxock options so that, upon exercise of his stock options, he will recognize (and revised from time to time on terms consistent with other stock options then being issued by be taxed as) ordinary income for the Committee to other corporate officers who are members of Employer’s Executive Committee and Strategy and Planning Committee. As excess of the date hereof, such terms would permit immediate vesting only on then fair market value of the earlier stock acquired upon exercise of (i) the occurrence of a Change of Control Event (as such term is defined in option over the Currentpurchase price for the stock acquired.