EXHIBIT 10.28
XXXXX XXXXXX INCORPORATED
INCENTIVE STOCK OPTION AGREEMENT
((NAME)) ((SHARES))
GRANTEE SHARES GRANTED
Pursuant to action taken by the Compensation Committee of the Board of Directors
of XXXXX XXXXXX Incorporated, a Delaware corporation (the "Company"), for the
purposes of administration of the XXXXX XXXXXX Incorporated 1993 STOCK OPTION
Plan (the "Plan"), the above-named Grantee is hereby granted an incentive STOCK
OPTION (within the meaning of Section 422(b) of the Internal Revenue Code) to
purchase the above number of shares of the Company's $1 par value per share
common stock at the exercise price of (Price) for each share subject to this
option, payable at the time of exercise. Subject to the terms of the Plan
regarding exercise, (i) twenty percent (20%) of the shares subject to this
option are immediately vested and this option is exercisable with respect
thereto on the date of grant, and this option will be exercisable with respect
to subsequent increments of twenty percent (20%) of the shares subject to this
option on each of the next four (4) anniversaries of the grant date, and (ii) if
the closing price of the Company Common Stock on the New York Stock Exchange
increases to at least $50.00 per share and thereafter the closing price of the
Company Common Stock on the New York Stock Exchange averages $50.00 per share or
above for a period of ten consecutive trading days, any unvested portion of this
option shall immediately vest in its entirety; in each case, provided the
Grantee remains in the employment of the Company. This option may not be
exercised after (Date).
The following provisions will apply in the event of Grantee's termination of
employment:
1. If Grantee's employment is terminated for any reason (other than death,
retirement or disability pursuant to paragraphs 4 and 5 below), this option will
wholly and completely terminate on the date of termination of employment, to the
extent it is not then exercisable.
2. If Grantee's employment is terminated because of fraud, theft or embezzlement
committed against the Company or one of its subsidiaries, or for conflict of
interest as provided in the Plan, this option will wholly and completely
terminate on the date of termination of employment.
3. If Grantee's employment is terminated for any reason other than death,
retirement, disability, fraud, theft, embezzlement or conflict of interest as
provided in the Plan, Grantee shall have three months from the date of
termination of employment to exercise this option, to the extent then
exercisable (but in no event later than (Date)).
4. In the event of the retirement (such that the Grantee's age plus years of
service with the Company equals or exceeds 65) or disability of the Grantee, all
granted but unvested options shall immediately vest upon the Grantee's
retirement or disability. The Grantee shall have three years from the date of
termination of employment due to retirement or disability to exercise this
option (but in no event later than (Date)).
5. Upon the death of the Grantee in active service, all granted but unvested
options shall immediately vest upon the Grantee's death and otherwise shall be
exercisable for a period of one year following Grantee's death (but in no event
later than (Date)).
Cashless exercise, in accordance with the terms of the Plan, shall be available
to Grantee for the shares subject to this option.
To the extent the exercise of this option results in taxable income to Grantee,
the Company is authorized to withhold from any remuneration payable to Grantee
any tax required to be withheld by reason of such taxable income.
This option is granted under and is subject to all of the provisions of the
Plan. This option is not transferable by the Grantee otherwise than by will or
by the laws of descent and distribution, and is exercisable during the Grantee's
lifetime only by the Grantee.
Date of Grant: (Date)
XXXXX XXXXXX INCORPORATED
(NAME)
(TITLE)
