Exhibit 10.22
NON-QUALIFIED STOCK OPTION AGREEMENT
pursuant to
LEXMARK INTERNATIONAL GROUP, INC.
STOCK INCENTIVE PLAN
This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") between Lexmark
International, Inc., a Delaware corporation (the "Company"), and the person
specified on the signature page hereof (the "Optionee") is entered into as of
__________ pursuant to the Lexmark International Group, Inc. Stock Incentive
Plan, as the same may be amended from time to time (the "Plan").
WHEREAS, the Optionee is regarded as a key employee of the Company or one of the
Subsidiaries and the Committee has determined that it would be to the advantage
and in the interest of the Company to grant the option provided for herein to
the Optionee as an inducement to the Optionee to remain in the service of the
Company and the Subsidiaries over the long-term and as an incentive to the
Optionee to devote his or her best efforts and dedication to the performance of
such services and to maximize shareholder value;
WHEREAS, the Optionee desires to accept from the Company the grant of the
options evidenced hereby on the terms and subject to the conditions herein;
NOW, THEREFORE, in consideration of the premises and subject to the terms and
conditions set forth herein and in the Plan, the parties hereto hereby covenant
and agree as follows:
1. GRANT OF OPTION; EXERCISE PRICE.
(a) Grant of Option; Exercise Price. The Company hereby grants to the
Optionee, effective as of ________ (the "Grant Date") and on the
terms and conditions herein, an option (the "Option") to purchase
_____Option shares (the "Option Shares"), of Class A Common
Stock, par value $.01 per share (the "Common Stock") set forth on
the signature page hereof, at an exercise price per Option Share
equal to the fair market value on the Grant Date of _______,
which was the closing price of a share of Common Stock on the
Grant Date as reported for such day in The Wall Street Journal.
The Option is not intended to be an incentive stock option under
the United States Internal Revenue Code of 1986, as amended.
(b) Stock Incentive Plan. This Agreement is subject in all respects
to the terms of the Plan, all of which terms are made a part of
and incorporated in this Agreement by reference. In the event of
any conflict or inconsistency between the terms of this Agreement
and the terms of the Plan, the terms of the Plan shall control.
The Optionee hereby acknowledges that a copy of the Plan may be
obtained from the Vice President of Human Resources and agrees to
comply with and be bound by all of the terms and conditions
thereof. Terms used in this Agreement with initial capital
letters, but not defined herein, shall have the meanings assigned
to them under the Plan.
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2. VESTING; PERIOD OF EXERCISE OF OPTION
(a) Vesting. Subject to the provisions of Section 4, the Option shall
become vested and exercisable in five equal installments on each
of the first five anniversaries of the Grant Date, subject in the
case of each such installment to the continuous employment of the
Optionee with the Company or a Subsidiary from the date hereof to
the applicable anniversary of the Grant Date. Provided, however,
if at the time of optionee's termination of employment (i)
optionee has 30 years of continuous service, (ii) optionee is 58
years of age or older and has ten years of continuous service, or
(iii) optionee is 65 years of age or older and has five years of
continuous service; and, in each case, optionee agrees to the
cancellation of any option grant made to him or her within 12
months prior to the date of his or her retirement, then vesting
shall continue to occur on this Option for a period of 24 months
following the date of his or her retirement (the "Post-Retirement
Vesting Period").
(b) Termination of Employment. If the Optionee's employment with the
Company and its Subsidiaries terminates for any reason, other
than a termination by the Company or a Subsidiary for Cause (as
defined below), any portion of the Option which is not then
exercisable or subject to continued vesting during a
Post-Retirement Vesting Period shall immediately terminate and be
canceled effective upon such termination of employment and the
remaining portion of the Option, if any, shall thereafter remain
exercisable for the period provided in Section 4. In the event of
the termination of the Optionee's employment by the Company or a
Subsidiary for Cause, the Option shall immediately terminate and
be canceled in full effective upon the date of such termination
of employment.
In accepting this Option, the Optionee acknowledges that the
Option has been granted as an incentive to the Optionee to remain
employed by the Company and to exert his or her best efforts to
enhance the value of the Company over the long-term. Accordingly,
the Optionee agrees that if he or she (a) within 12 months
following termination of employment with the Company or within 12
months following any Post-Retirement Vesting Period, accepts
employment with a competitor of the Company or otherwise engages
in competition with the Company, or (b) within 36 months
following termination of employment with the Company or within 36
months following any Post-Retirement Vesting Period, acts against
the interests of the Company, including recruiting or employing,
or encouraging or assisting his or her new employer to recruit or
employ, any employee of the Company without the Company's written
consent, or (c) discloses or otherwise misuses confidential
Company information or material, each of these constituting a
harmful action, then (i) any unexercised portion of this Option
shall be canceled immediately (unless canceled earlier by
operation of another term of this Agreement) and (ii) the
Optionee shall pay to the Company an amount equal to the Option
gains (represented by the closing market price on the date of
exercise over the exercise price, multiplied by the number of
options exercised, without regard to any subsequent market price
decrease or increase) realized by the Optionee from the exercise
of all or a portion of this Option within 18 months preceding the
earlier of (w) the commitment of any such harmful action and (x)
the Optionee's termination of employment with the Company and its
Subsidiaries; and through the later of (y) 18 months following
the commitment of any such harmful action and (z) such
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period as it takes the Company to discover such harmful action.
The Optionee agrees that the Company has the right to deduct from
any amounts the Company may owe the Optionee from time to time
(including amounts owed to the Optionee as wages or other
compensation, fringe benefits or vacation pay, as well as any
other amounts owed to the Optionee by the Company), the amounts
the Optionee owes the Company. The Committee shall have the
right, in its sole discretion, not to enforce the provisions of
this paragraph with respect to the Optionee.
(c) Acceleration. The Committee may, in its discretion, accelerate
the date or dates as of which all or any portion of the Option
shall become vested and exercisable and may establish accelerated
times for vesting based upon the attainment of performance goals
or such other factors as the Committee may from time to time
determine.
(d) Term of Option Exercise Period. Except to the extent that the
Option or any portion thereof shall sooner terminate in
accordance with Section 2 or 4 hereof, once any portion of the
Option has become vested and exercisable, such portion shall
remain exercisable until the end of the day preceding the tenth
anniversary of the date hereof (the "Option Period").
3. METHOD OF EXERCISE AND PAYMENT; RELOAD OPTION; CERTAIN RESTRICTIONS ON
RESALE.
(a) Exercise and Payment. Once vested and exercisable, the Option, or
any vested portion thereof, may be exercised by the Optionee (or
his or her beneficiary or estate) by delivery to the Company on
any business day (the "Option Exercise Date") written notice (the
"Option Exercise Notice"), in such manner and form as may be
required by the Committee, specifying the number of Option Shares
the Optionee then desires to purchase and the aggregate exercise
price for such Option Shares (the "Option Exercise Price"). The
Option Exercise Notice shall be accompanied by payment of the
Option Exercise Price and any other amounts required to be paid
pursuant to Section 5.
The Optionee may pay the Option Exercise Price by delivering to
the Company cash, shares of Qualifying Common Stock (as defined
below) already owned by the Optionee or a combination of cash and
such shares of Qualifying Common Stock provided that the
aggregate Fair Market Value on the Option Exercise Date of the
shares of Qualifying Common Stock delivered in payment of any
portion of the Option Exercise Price shall be equal to the excess
of (x) the Option Exercise Price over (y) the amount of any cash
delivered by the Optionee in payment of the Option Exercise
Price. For purposes of this Agreement, shares of Common Stock
shall constitute Qualifying Common Stock that may be delivered in
payment of the Option Exercise Price if such shares (i) are not
subject to any outstanding loan or other obligation and are not
pledged as collateral with respect to any loan or other
obligation, other than any such loan or other obligation extended
to the Optionee by the Company or any Subsidiary provided the
Committee approves the delivery of such shares to pay the Option
Exercise Price, and (ii) either (x) have been owned by the
Optionee without certain restrictions for a continuous period of
at least six months (or such greater
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or lesser period as the Committee shall determine) or (y) were
purchased by the Optionee on a U.S. national securities exchange.
The Committee may also permit the Optionee to arrange for the
payment of all or any portion of the Option Exercise Price and
other amounts required to be paid pursuant to Section 5 by
directing a securities broker approved for such purpose by the
Committee to deliver to the Company, on behalf of the Optionee,
the proceeds of the sale on the Option Exercise Date of a number
of the Option Shares then being purchased by the Optionee having
aggregate sales proceeds on the Exercise Date equal to the sum of
all or the applicable portion of the Option Exercise Price and
the amounts required to be paid pursuant to Section 5 that the
Optionee elects to satisfy by using the proceeds of the sale of
the Option Shares (the "Cashless Exercise Procedure").
Within a reasonable period of time after the Option Exercise
Date, subject to payment of the Option Exercise Price and any
amounts required to be paid by the Optionee pursuant to Section
5, the Company shall direct its stock transfer agent to make (or
to cause to be made) an appropriate book entry reflecting the
Optionee's ownership of the Option Shares then being purchased by
the Optionee. Upon request, the Company shall deliver to the
Optionee a certificate or certificates for the number of Option
Shares (reduced, if applicable, by the number of Option Shares
sold on the Option Exercise Date pursuant to the Cashless
Exercise Procedure) purchased by the Optionee, registered in the
name of the Optionee. In the event that the Company or the
Committee, in its sole discretion, shall determine that, under
applicable U.S. federal or state or non-U.S. securities laws, the
transfer of any Option Shares must be subject to restriction, any
certificates issued under this Section 3(a) shall bear an
appropriate legend restricting the transfer of such Option Shares
and appropriate stop transfer instructions shall be delivered to
the Company's stock transfer agent.
(b) Reload Option. Effective on the date of the exercise by the
Optionee of any portion of the Option at a time when the Optionee
is an active employee of the Company or a Subsidiary (the "Reload
Grant Date"), if any portion of the Option Exercise Price in
respect thereof is satisfied by the Optionee by delivery to the
Company of Qualifying Common Stock, subject to the consent of the
Committee, the Optionee shall automatically be granted a new
option (the "Reload Option") to purchase a number of shares of
Common Stock equal to the number of shares of Qualifying Common
Stock so delivered, at an exercise price per share equal to the
Fair Market Value of a share of Common Stock on the Reload Grant
Date. The Reload Option shall be fully vested upon grant and
shall become exercisable on the six month anniversary of the
Reload Grant Date unless the Optionee's employment with the
Company and the Subsidiaries is terminated due to the Optionee's
death, Disability or Retirement, then such Reload Option shall
become immediately exercisable and shall thereafter remain
exercisable for the applicable period provided in Section 4. In
all other respects, such Reload Option shall be subject to the
same terms and conditions (including the same Option Period) as
the Option and all references herein to the "Option" shall be
deemed to include the Reload Option.
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(c) Restrictions on Sale upon Public Offering. The Optionee hereby
agrees that, during the 20 day period prior to and the 180 days
following the effective date of any registration statement filed
by the Company under the Securities Act of 1933, as amended, with
respect to any underwritten public offering of any shares of the
Company's capital stock, the Optionee will not effect any public
sale or distribution of shares of Common Stock (other than as
part of such underwritten public offering).
4. TERMINATION. The Option (or the indicated portion thereof) shall
terminate and be canceled immediately upon the first to occur of any
of the following events:
(a) The date of the expiration of the Option Period.
(b) The date of the termination of the Optionee's employment with the
Company and its Subsidiaries for Cause.
(c) The date of the termination of the Optionee's employment with the
Company and its Subsidiaries for any reason, other than for
Cause, with respect to any portion of the Option which is not
subject to a Post-Retirement Vesting Period or has not become
vested and exercisable in accordance with Section 2 on or prior
to the date of such termination.
(d) In the case of the Optionee's termination of employment with the
Company and its Subsidiaries for any reason other than for Cause
or other than by reason of the Optionee's Normal Retirement,
Early Retirement, Disability or death (as each such term is
defined below), or as a result of a reduction in force, cessation
of operations, merger, consolidation or the sale or other
disposition of the Company or a portion thereof (as set forth
below) with respect to any portion of the Option which has become
vested and exercisable in accordance with Section 2 on or prior
to the date of such termination of employment, the last day of
the 90 day period immediately following the date of such
termination of employment.
(e) Subject to Section 4(j), in the case of the Optionee's
termination of employment with the Company and its Subsidiaries
by reason of the Optionee's Normal Retirement, with respect to
any portion of the Option which has become vested and exercisable
on or prior to the date of such termination of employment or is
subject to a Post-Retirement Vesting Period in accordance with
Section 2, the last day of the 36 month period immediately
following the date of such termination of employment.
(f) Subject to Section 4(j), in the case of the Optionee's
termination of employment with the Company and its Subsidiaries
by reason of the Optionee's Early Retirement, with respect to any
portion of the Option which has become vested and exercisable in
accordance with Section 2 on or prior to the date of such
termination of employment, the last day of the 12 month period
immediately following the date of such termination of employment,
and with respect to any Option, a portion of which is subject to
a Post-Retirement Vesting Period in accordance with Section 2,
the last day of the 12 month period immediately following the
last day of the Post-Retirement Vesting Period.
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(g) Subject to Section 4(j), in the case of the Optionee's
termination of employment with the Company and its Subsidiaries
as a result of a reduction in force, cessation of operations,
merger, consolidation or the sale or other disposition of the
stock or all or substantially all of the assets of the Company, a
Subsidiary, or any division, business or other unit or function
of the Company or any Subsidiary (which is designated as such by
the Vice President of Human Resources), with respect to any
portion of the Option which has become vested and exercisable in
accordance with Section 2 on or prior to the date of such
termination of employment, (i) the last day of the 24 month
period immediately following the date of such termination of
employment, provided that the Optionee has completed five or more
years of continuous service with the Company or any of its
Subsidiaries or (ii) the last day of the 12 month period
immediately following the date of such termination of employment,
if the Optionee has completed less than five years of continuous
service with the Company or any of its Subsidiaries, and with
respect to any Option, a portion of which is subject to a
Post-Retirement Vesting Period in accordance with Section 2, the
last day of the 12 month period immediately following the last
day of the Post-Retirement Vesting Period.
(h) Subject to Section 4(j), in the case of the Optionee's
termination of employment with the Company and its Subsidiaries
by reason of the Optionee's Disability, with respect to any
portion of the Option which has become vested and exercisable in
accordance with Section 2 on or prior to the date of such
termination of employment, the last day of the 12 month period
immediately following the date of such termination of employment,
and with respect to any Option, a portion of which is subject to
a Post-Retirement Vesting Period in accordance with Section 2,
the last day of the 12 month period immediately following the
last day of the Post-Retirement Vesting Period.
(i) In the case of the Optionee's termination of employment with the
Company and its Subsidiaries by reason of the Optionee's death,
with respect to the portion of the Option which has become vested
and exercisable in accordance with Section 2 on or prior to the
date of such termination of employment, the last day of the 12
month period immediately following the date of such termination
of employment, and with respect to any Option, a portion of which
is subject to a Post-Retirement Vesting Period in accordance with
Section 2, the last day of the 12 month period immediately
following the last day of the Post-Retirement Vesting Period.
(j) The last day of the 12 month period immediately following the
date of the Optionee's death during any period in which the
Optionee was entitled to exercise any portion of the Option
pursuant to Section 4(e), 4(f), 4(g) or 4(h), and with respect to
any Option, a portion of which is subject to a Post-Retirement
Vesting Period in accordance with Section 2, the last day of the
12 month period immediately following the last day of the
Post-Retirement Vesting Period.
(k) For purposes of this Agreement, the following terms shall have
the following meanings:
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"Cause" shall mean (A) the willful failure by the Optionee to
perform substantially his or her duties as an employee of the
Company or any Subsidiary (other than due to physical or mental
illness) after reasonable notice to the Optionee of such failure,
(B) the Optionee's engaging in serious misconduct that is
injurious to the Company or any Subsidiary, (C) the Optionee's
having been convicted of, or entered a plea of nolo contendere
to, a crime that constitutes a felony or (D) the breach by the
Optionee of any written covenant or agreement with the Company or
any Subsidiary not to disclose information pertaining to the
Company or any Subsidiary or not to compete or interfere with the
Company or any Subsidiary.
"Disability" shall mean a physical or mental disability or
infirmity of the Optionee as defined in any disability plan
sponsored by the Company or any Subsidiary which employs the
Optionee or, if no such plan is sponsored by the Optionee's
employer at the relevant time, the Lexmark Long-Term Disability
Plan.
"Early Retirement" shall mean the Optionee's retirement at or
after reaching age 55 and the completion of ten years continuous
service with the Company or any of its Subsidiaries.
"Normal Retirement" shall mean the Optionee's retirement (x) at
or after the later of age 65 and the completion of five years of
continuous service with the Company or any of its Subsidiaries or
(y) at or after any earlier retirement age agreed to, in writing,
by the Company after the date hereof and prior to the Optionee's
termination of employment with the Company or any Subsidiary
(other than any such termination with the Company or any
Subsidiary in connection with the contemporaneous reemployment by
another Subsidiary or the Company).
5. TAX WITHHOLDING. The delivery of any directions to the Company's stock
transfer agent or any certificates for shares of Common Stock pursuant
to Section 3 shall not be made until the Optionee, or, if applicable,
the Optionee's beneficiary or estate, has made appropriate
arrangements for the payment to the Company of an amount sufficient to
satisfy any applicable U.S. federal, state and local and non-U.S. tax
withholding or other tax requirements, as determined by the Company.
To satisfy the Optionee's applicable withholding and other tax
requirements, the Company shall be entitled, in its sole discretion,
to withhold Option Shares having a Fair Market Value on the Option
Exercise Date equal to the applicable amount of such withholding and
other tax requirements, subject to any rules adopted by the Committee
or required to ensure compliance with applicable law, including, but
not limited to, Section 16(b) of the Securities Exchange Act of 1934,
as amended. Any cash payment made pursuant to a Change in Control
shall be made net of any amounts required to be withheld or paid with
respect thereto (and with respect to any shares of Common Stock
delivered contemporaneously therewith) under any applicable U.S.
federal, state and local and non-U.S. tax withholding and other tax
requirements.
6. ASSIGNABILITY. Unless otherwise provided in accordance with the
provisions of the Plan, this Option may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated by the
Optionee otherwise than by will or the laws of
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descent and distribution. The term "Optionee" as used in this
Agreement shall include any permitted transferee of the Option.
7. ADJUSTMENT IN CAPITALIZATION.
(a) The aggregate number of shares of Common Stock subject to the
Option and the option exercise price and/or exercisability
criteria applicable to the Option shall be proportionately
adjusted to reflect, as deemed equitable and appropriate by the
Committee, an Adjustment Event. To the extent deemed equitable
and appropriate by the Committee, subject to any required action
by stockholders, in any merger, consolidation, reorganization,
liquidation, dissolution or other similar transaction, the Option
shall pertain to the securities and other property to which a
holder of the number of shares of Common Stock then covered by
the Option would have been entitled to receive in connection with
such event.
(b) Any shares of stock (whether Common Stock, shares of stock into
which shares of Common Stock are converted or for which shares of
Common Stock are exchanged or shares of stock distributed with
respect to Common Stock) or cash or other property received with
respect to the Option as a result of any Adjustment Event, any
distribution of property or any merger, consolidation,
reorganization, liquidation, dissolution or other similar
transaction shall, except as otherwise provided by the Committee,
be subject to the same terms and conditions, including
restrictions on exercisability or transfer, as are applicable to
the Option with respect to which such shares, cash or other
property is received and stock certificate(s) representing or
evidencing any shares of stock or other property so received
shall be legended as appropriate.
8. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Notwithstanding
anything in the Plan or this Agreement to the contrary, the issuance
of shares of Common Stock hereunder shall be subject to compliance
with all applicable U.S. federal, state and non-U.S. securities laws.
Without limiting the foregoing, if any law, regulation or requirement
of any governmental authority having jurisdiction shall require either
the Company or the Optionee (or the Optionee's beneficiary or estate)
to take any action in connection with the issuance of any shares of
Common Stock hereunder, the issuance of such shares shall be deferred
until such action shall have been taken to the satisfaction of the
Company.
9. INTERPRETATION; CONSTRUCTION. All of the powers and authority
conferred upon the Committee pursuant to any term of the Plan or the
Agreement shall be exercised by the Committee, in its discretion. All
determinations, interpretations or other actions made or taken by the
Committee pursuant to the provisions of the Plan or the Agreement
shall be final, binding and conclusive for all purposes and upon all
persons and, in the event of any judicial review thereof, shall be
overturned only if arbitrary and capricious. The Committee may consult
with legal counsel, who may be counsel to the Company, and shall not
incur any liability for any action taken in good faith in reliance
upon the advice of counsel.
10. AMENDMENT. The Committee shall have the right, in its sole discretion,
to alter or amend this Agreement, from time to time, as provided in
the Plan in any manner for the purpose of promoting the objectives of
the Plan, provided that no such amendment shall impair the Optionee's
rights under this Agreement without the
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Optionee's consent. Subject to the preceding sentence, any alteration
or amendment of this Agreement by the Committee shall, upon adoption
thereof by the Committee, become and be binding and conclusive on all
persons affected thereby without requirement for consent or other
action with respect thereto by any such person. The Company shall give
written notice to the Optionee of any such alteration or amendment of
this Agreement as promptly as practicable after the adoption thereof.
This Agreement may also be amended by a writing signed by both the
Company and the Optionee.
11. NO RIGHTS AS A STOCKHOLDER. The Optionee shall have no voting or other
rights as a stockholder of the Company with respect to any Option
Shares until the exercise of the Option and the recording of the
Optionee's ownership of the Option Shares on the stock transfer
records for the Common Stock. No adjustment shall be made for
dividends or other rights issued with respect to the Common Stock for
which the record date is prior to the recording of such ownership of
the Option Shares.
12. NO GUARANTEE OF EMPLOYMENT OR FUTURE INCENTIVE AWARDS. Nothing in the
Plan or this Agreement shall be deemed to:
(a) interfere with or limit in any way the right of the Company or
any Subsidiary to terminate Optionee's employment at any time and
for any reason;
(b) confer upon Optionee any right to continue in the employ of the
Company or any Subsidiary; and
(c) provide Optionee the right to receive any Incentive Awards under
the Plan in the future.
13. MISCELLANEOUS.
(a) Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing
and shall be deemed to have been given if delivered personally or
sent by certified or express mail, return receipt requested,
postage prepaid, or by any recognized international equivalent of
such delivery, to the Company or the Optionee, as the case may
be, at the following addresses or to such other address as the
Company or the Optionee, as the case may be, shall specify by
notice to the others delivered in accordance with this Section
13(a):
(i) if to the Company, to it at:
One Lexmark Centre Drive
000 Xxxx Xxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Secretary
(ii) if to the Optionee, to the Optionee at the address set
forth on the signature page hereof.
All such notices and communications shall be deemed to have been
received on the date of delivery or on the third business day
after the mailing thereof.
(b) Binding Effect; Benefits. This Agreement shall be binding upon
and inure to the benefit of the parties to this Agreement and
their respective successors and
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assigns. Nothing in this Agreement, express or implied, is
intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or
assigns any legal or equitable right, remedy or claim under or in
respect of any agreement or any provision contained herein.
(c) Waiver. Any party hereto may by written notice to the other party
(i) extend the time for the performance of any of the obligations
or other actions of the other party under this Agreement, (ii)
waive compliance with any of the conditions or covenants of the
other party contained in this Agreement and (iii) waive or modify
performance of any of the obligations of the other party under
this Agreement. Except as provided in the preceding sentence, no
action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, shall
be deemed to constitute a waiver by the party taking such action
of compliance with any representations, warranties, covenants or
agreements contained herein. The waiver by any party hereto of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and
no failure by a party to exercise any right or privilege
hereunder shall be deemed a waiver of such party's rights or
privileges hereunder or shall be deemed a waiver of such party's
rights to exercise the same at any subsequent time or times
hereunder.
(d) Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof
shall be assignable by the Company or the Optionee without the
prior written consent of the other party.
(e) Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, regardless
of the law that might be applied under principles of conflict of
laws and excluding any conflict or choice of law rule or
principle that may otherwise refer construction or interpretation
of this Agreement to the substantive law of another jurisdiction.
(f) Section and Other Headings, Etc. The section and other headings
contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
In this Agreement all references to "dollars" or "$" are to
United States dollars.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as
of the date first above written.
LEXMARK INTERNATIONAL, INC.
By:
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President of Human Resources
OPTIONEE:
By:
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(Sign your name) (Date)
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Beneficiary Name
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