EXHIBIT 10.10
EXCHANGE AGREEMENT
THIS AGREEMENT is made and entered into as of the 29th day of January, 1997, by
and between ITI Technologies, Inc., a Delaware corporation (the "CORPORATION"),
and Name (the "EMPLOYEE").
BACKGROUND
FIRST. The Corporation previously awarded certain Series C Stock Options to the
Employee during the period beginning April 19, 1994, and ending December 31,
1996, pursuant to the ITI Technologies, Inc. Long-Term Stock Incentive Plan
(1992) (the "STOCK INCENTIVE PLAN"), and subject to the terms and conditions
contained in one or more Employee Stock Option Agreements (the "SUBJECT OPTION
AGREEMENTS") (such options are referred to in this Agreement as the "OLD
OPTIONS").
SECOND. The Board of Directors of the Corporation has determined that it is in
the best interest of the Corporation to offer each employee of the Corporation
or its subsidiaries as of January 28, 1997, who holds unexercised Series C Stock
Options that were issued during the period beginning April 19, 1994, and ending
December 31, 1996, an exchange of all such options for new options in the
identical number, but with a new exercise price equal to Sixteen and 50/100
Dollars ($16.50), and with five (5) year vesting starting over as of January 28,
1997.
THIRD. The Employee desires to exchange his or her Old Options for such new
stock options.
NOW, THEREFORE, THE CORPORATION AND THE EMPLOYEE AGREE AS FOLLOWS:
1. The Employee hereby agrees to surrender for cancellation the Subject Option
Agreements by and between the Employee and the Corporation and any and all
rights thereunder in exchange for options to purchase common stock of the
Corporation in accordance with the terms and conditions contained in the
Employee Stock Option Agreement dated January 28, 1997, attached hereto (the
"NEW OPTION AGREEMENT").
2. The Employee acknowledges and agrees that the New Option Agreement differs
from the Subject Option Agreements by, among other things, (i) STARTING FIVE (5)
YEAR VESTING OVER AS OF JANUARY 28, 1997; and (ii) PROVIDING THAT ANY VESTED
OPTIONS (AS THAT TERM IS DEFIED IN THE NEW OPTION AGREEMENT) MUST BE EXERCISED
WITHIN NINETY (90) DAYS OF TERMINATION OF EMPLOYMENT FOR ANY REASON.
3. The Employee acknowledges and represents that the Employee has (i) read the
New Option Agreement and understands its terms; (ii) received adequate
opportunity to read and consider this Agreement; and (iii) determined to execute
this Agreement of his or her own free will.
4. The laws of the State of New York shall govern the interpretation, validity
and performance of the terms of this Agreement regardless of the law that might
be applied under applicable principles of conflicts of laws.
IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Employee have executed this Agreement in duplicate as of the day and year first
written above.
EMPLOYEE ITI TECHNOLOGIES, INC.
_________________________________ By:
Name Xxxxxxx X. Xxxxxx, Secretary
