Contract
Exhibit
10al-2
XXXXXX
CORPORATION
2005
EQUITY COMPENSATION PLAN
(For
Officers and Employees)
Pursuant
to the Xxxxxx Corporation 2005 Equity Compensation Plan (the “Plan”), Xxxxxx
Corporation (the “Company”) hereby grants to ________________ (the “Optionee”),
a non-qualified stock option (the “Stock Option”) to purchase a maximum of
__________ shares of capital stock of the Company (the “Capital Stock”) at the
price of $ _______ per share, subject to the terms of this Agreement.
The Stock
Option is granted as of _____________________ (the “Grant Date”).
1. |
Timing
of Exercise.
Subject to Section 2 below, this Stock Option shall become exercisable
as
follows if the Optionee continues in the employ of the Company
or any
Subsidiary, as determined pursuant to the Plan, the Stock Option
will
become exercisable on the third anniversary of the Grant Date
as to the
first two-thirds of the shares subject to the Stock Option and
the on the
fourth anniversary of the Grant Date as to the final one-third
of the
shares subject to the Stock Option; except that upon the occurrence
of a
Sale Event (as defined in the Plan) or for the reasons stated
in Sections
2(a) or 2(b) below, this Stock Option shall become fully exercisable.
This
Stock Option shall remain exercisable until it expires on the
tenth
anniversary of the Grant Date, unless the Stock Option is sooner
terminated as provided herein.
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2. |
Termination
of Stock Option.
If
the Optionee’s employment by the Company and its Subsidiaries terminates
for any reason, other than death, Disability, or Retirement (as
defined in
the Plan and described below), the Stock Option may thereafter
be
exercised, to the extent it was exercisable on the date of termination
of
employment, for a period of three months from the date of termination
of
employment or the tenth anniversary of the Grant Date, if earlier.
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a. |
Termination
by Reason of Death.
If
the Optionee’s employment by the Company and its Subsidiaries terminates
by reason of death, the Stock Option shall become immediately
vested and
exercisable in full and may thereafter be exercised by the Optionee’s
beneficiary for a period of five years from the date of death
or until the
tenth anniversary of the Grant Date, if earlier.
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b. |
Termination
by Reason of Disability or Retirement.
If
the Optionee’s employment by the Company and its Subsidiaries terminates
by reason of Disability (as defined in the Plan), the Stock Option
shall
become immediately vested and exercisable in full and may thereafter
be
exercised for a period of five years from the date of such termination
of
employment or until the tenth anniversary of the Grant Date,
if earlier.
If the Optionee’s employment by the Company and its Subsidiaries
terminates by reason of Retirement (as defined in the Plan),
the Stock
Option shall become immediately vested and exercisable in full
and may
thereafter be exercised for a period of five years from the date
of such
termination of employment or until the tenth anniversary of the
Grant
Date, if earlier.
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3. |
Manner
of Exercise.
This Stock Option may be exercised in whole or in part by giving
written
or electronic notice of exercise to the Company or the Company’s designee
designated to accept such notices specifying the number of shares
to be
purchased. Payment of the purchase price may be made by one or more
of the
following methods:
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a. |
In
cash, by check, or by other instrument acceptable to the Company;
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b. |
In
Capital Stock (either actually or by attestation) valued at its Fair
Market Value (as defined in the Plan) as of the date of exercise;
or
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c. |
By
a
combination of (a) and (b).
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The
Optionee may also deliver to the Company or the Company’s designee a properly
executed exercise notice together with irrevocable instructions to a broker
to
promptly deliver to the Company cash, a check or other instrument acceptable
to
the Company to pay the purchase price; provided that the Optionee and the
broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Company shall prescribe as a condition of such
payment. Payment instructions will be received subject to collection.
Ownership
of shares of Capital Stock to be purchased pursuant to the exercise of the
Stock
Option will be contingent upon receipt by the Company of the full purchase
price
for such shares and the fulfillment of any other requirements contained in
the
Plan, this Agreement and applicable provisions of law. In the event the Optionee
chooses to pay the purchase price by previously-owned shares of Capital Stock
through the attestation method, only the net amount of shares shall be issued.
4. |
Stock
Option Transferable in Limited Circumstances.
This Stock Option may be transferred to a family member, trust or
charitable organization to the extent permitted by applicable law;
provided that the transferee agrees in writing with the Company to
be
bound by the terms of this Agreement and the Plan. Except as permitted
in
the preceding sentence, the Stock Option is not transferable otherwise
than by will or by the laws of descent and distribution, and this
Stock
Option shall be exercisable during the Optionee’s lifetime only by the
Optionee.
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5. |
Stock
Option Shares.
The
shares to be issued under the Plan are shares of the Capital Stock
of the
Company as constituted as of the date of this Agreement, subject
to
adjustment as provided in Section 3(b) of the Plan.
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6. |
Sale
Event.
The
occurrence of a Sale Event (as defined in the Plan) shall cause this
Stock
Option to terminate, to the extent not then exercised, unless any
surviving entity agrees to assume this Stock Option.
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7. |
Rights
as a Shareholder.
The
Optionee shall have the rights of a shareholder only as to shares
of
Capital Stock acquired upon exercise of the Stock Option and not
as to any
shares of Capital Stock covered by unexercised Stock Options. Except
as
otherwise expressly provided in the Plan, no adjustment shall be
made for
dividends or other rights for which the record date is prior to the
date
such shares are acquired.
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8. |
Tax
Withholding. The Optionee hereby agrees that the exercise of this
Stock Option or any installment thereof will not be effective,
and no
shares will become transferable to the Optionee, until the Optionee
makes
appropriate arrangements with the Company for such income and employment
tax withholding as may be required of the Company under applicable
United
States federal, state or local law on account of such exercise.
The
Optionee may satisfy the obligation(s), in whole or in part, by
electing
(i) to make a payment to the Company in cash, by check or by other
instrument acceptable to the Company, (ii) subject to the general
or
specific approval of the Compensation and Organization Committee
of the
Board of Directors of the Company (the “Committee”), to deliver to the
Company a number of already-owned shares of Capital Stock having
a value
not greater than the amount required to be withheld (such number
may be
rounded up to the next whole share), or (iii) by any combination
of (i)
and (ii) and/or the procedures described in the following sentence.
The
Committee may also permit, in its sole discretion and in accordance
with
such procedures as it deems appropriate, the Optionee to have the
Company
withhold a number of shares which would otherwise be issued pursuant
to
this Stock Option having a value not greater than the amount required
to
be withheld (such number may be rounded up to the next whole share).
The
value of shares to be withheld or delivered (if permitted by the
Committee) shall be based on the Fair Market Value of a share of
Capital
Stock as of the date the amount of tax to be withheld is to be
determined.
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9. |
Tax
Status.
The
Stock Option is not intended to qualify as an incentive stock option
under
Section 422 of the Internal Revenue Code of 1986, as amended.
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10. |
The
Plan.
The
Stock Option is subject in all respects to the terms, conditions,
limitations and definitions contained in the Plan. In the event
of any
discrepancy or inconsistency between this Agreement and the Plan,
the
terms and conditions of the Plan shall control. Capitalized terms
in this
Agreement shall have the meaning specified in the Plan, unless
a different
meaning is specified herein.
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11. |
No
Obligation to Exercise Stock Option.
The
grant and acceptance of the Stock Option imposes no obligation
on the
Optionee to exercise it.
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12. |
No
Obligation to Continue Employment.
Neither the Company nor any Subsidiary is obligated by or as a
result of
the Plan or this Agreement to continue the Optionee in employment.
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13. |
Notices.
Notices hereunder shall be mailed or delivered to the Company at
its
principal place of business and shall be mailed or delivered to
the
Optionee at the address on file with the Company or, in either
case, at
such other address as one party may subsequently furnish to the
other
party in writing.
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14. |
Purchase
Only for Investment.
To
insure the Company’s compliance with the Securities Act of 1933, as
amended, the Optionee agrees for himself or herself, the Optionee’s legal
representatives and estate, or other persons who acquire the right
to
exercise the Stock Option upon his or her death, that shares will
be
purchased in the exercise of the Stock Option for investment purposes
only
and not with a view to their distribution, as that term is used
in the
Securities Act of 1933, as amended, unless in the opinion of counsel
to
the Company such distribution is in compliance with or exempt from
the
registration and prospectus requirements of that Act.
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15. |
Governing
Law.
This Agreement and the Stock Option shall be governed by the laws
of the
Commonwealth of Massachusetts, United States of America.
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16. |
Beneficiary
Designation.
The
Optionee may designate beneficiary(ies) to whom shall be transferred
any
rights under the Stock Option which survive the Optionee’s death.
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To
obtain
the beneficiary designation form, please go to the “Options and Equity Awards”
section of the Schwab Equity Award Center website (xxxx://xxxxxxxxxxxxxxxxx.xxxxxx.xxx)
after
completing the login procedure and click on the “Review message” from your
“employer” and then click on the “Equity Awards Beneficiary Designation Form”.
Alternatively, you may request this beneficiary designation form by sending
an
e-mail to xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx
or
calling the Office of the Corporate Secretary of Xxxxxx Corporation at
800-227-6437 ext. 5566.
In
the
absence of an effective beneficiary designation, the Optionee acknowledges
that
any rights under the Stock Option which survive the Optionee’s death shall be
rights of his or her estate.
By:
Xxxxxx
Corporation
By
clicking Accept below I hereby acknowledge receipt of the foregoing Stock
Option
and agree to its terms and conditions: