Exhibit 10(v)
2003 STOCK OPTION AGREEMENT
Employee's Name: XXXXXXXX
Number of Common Shares: XXX
Per Share Option Price: $XX.XX
This 2003 STOCK OPTION AGREEMENT (the "Agreement") dated as of XXX XX, 2003
between EDO Corporation, a New York corporation (the "Company"), and XXXXXXXX
("Employee").
The Company's Board of Directors has designated its Compensation Committee
(the "Committee") as the committee to administer the EDO Corporation 2002
Long-Term Incentive Plan (the "Plan"). Capitalized terms used in this Agreement
and not defined herein shall have the meaning assigned to such terms in the
Plan.
Pursuant to paragraph 5(a) of the Plan, the Committee has the authority to
grant Eligible Employees options ("Options") as defined in the Plan.
Accordingly, on XXX XX, 0000, you have been granted an Option under the Plan to
purchase common shares, par value $1 per share ("Common Shares"), of the Company
on the terms set forth below.
To evidence the Option so granted, and to set forth its terms and
conditions as provided in the Plan, you and the Company agree as follows:
1. Grant of Option; Option Price
The Company hereby evidences and confirms its grant to you on XXX XX, 0000,
of an Option to purchase XXXXXXXXXXXX (XXX) Common Shares at an option price of
$XX.XX per share which is the fair market value of the optioned shares (as
defined in the Plan) on the day the Option was granted. The Option shall be
subject to the provisions of the Plan.
2. Term for Exercise
This Option is exercisable in full on or after the third anniversary of the
date the Option was granted, subject to the provisions hereof, and shall remain
exercisable over the remaining term of the Option. Unless an earlier expiration
date is specified by this Agreement, the Option shall expire on the tenth
anniversary of the date of grant of this Option.
Notwithstanding the foregoing, upon the occurrence of a Change in Control
(as defined in the Plan), any unexercised portion of the Option shall promptly
be canceled in exchange for either (i) a payment in cash of an amount equal to
the excess of the Change in Control Price over the exercise price for such
Options, or (ii) an Alternative Award as defined in Section 10.(b) of the Plan.
3. Who May Exercise
Except as provided in the Plan, the Options granted hereunder are
exercisable during your lifetime only by you. If you die, become disabled or
retire with the consent of the Committee all unexercised Options shall be
exercisable by you, your
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estate or legal guardian, as such may be the case, as provided for in Section
5.(d) of the Plan.
4. Termination of Service
Except as provided for in Section 5.(d) of the Plan, all unexercised
Options immediately terminate at the termination of your employment with the
Company.
5. Manner of Exercise
The Option may be exercised in whole or from time to time, in part, by
notice in writing to the Company, specifying the number of full Common Shares in
respect of which the Option is being exercised and accompanied by, or providing
for (if applicable), full payment of the option price in United States dollars
in cash or by check, bank draft, or postal or express money order.
Alternatively, unless the Committee otherwise determines, you may elect to use
any cashless exercise method approved by the Company.
In the event that the Option shall be exercised by a person other than you
in accordance with the provisions of Section 3 hereof, such person shall furnish
the Company with evidence satisfactory to it of his or her right to exercise the
same and of payment or provision for the payment of any estate, transfer,
inheritance or death taxes payable with respect to the Option or with respect to
related shares or payment. The Company may require you or the other person
exercising the Option to furnish or execute such documents as the Company shall
deem necessary to evidence such exercise, to determine whether registration is
then required under the Securities Act of 1933, or to comply with or satisfy the
requirements of the Securities Act of 1933 or any other law.
6. Nonassignability
The Option is not assignable or transferable except as provided for in
Section 11.(c) of the Plan, and by will or by the laws of descent and
distribution. At your request, Common Shares purchased on exercise of the Option
may be issued or transferred in your name and the name of another person jointly
with the right of survivorship.
7. Rights as Shareholder
You shall have no rights as a shareholder with respect to any Common Shares
covered by the Option until the issuance of a certificate or certificates to you
for such shares. No adjustment shall be made for dividends or other rights for
which the record date is prior to the issuance of such certificate or
certificates.
8. Capital Adjustments for Corporate Transactions
Upon the occurrence of an event described in Section 4(c) of the Plan, the
number and price of the Common Shares covered by the Option shall be
proportionately adjusted in accordance with the terms of that Section.
9. Withholding Taxes
The Company shall have the right to deduct withholding taxes from any
payments made pursuant to this Agreement or to make such other provisions as it
deems necessary or appropriate to satisfy its obligations to withhold Federal,
state or local income or other taxes incurred by reason of payments or the
issuance of
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Common Shares under this Agreement. Whenever under this Agreement Common Shares
are to be delivered upon exercise of an Option, the Committee shall be entitled
to require as a condition of delivery that you remit an amount sufficient to
satisfy all Federal, state and other governmental withholding tax requirements
related thereto.
10. Agreement
Nothing contained in this Agreement and no action taken pursuant to this
Agreement shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and you, your executor,
administrator or other legal representative, or designated beneficiary or any
other persons. Any reserves that may be established by the Company in connection
with this Agreement shall continue to be part of the general funds of the
Company and no individual or entity other than the Company shall have any
interest in such funds until paid. If and to the extent that you or your
executor, administrator or other legal representative, as the case many be,
acquires a right to receive any payment from the Company pursuant to this
Agreement, such right shall be no greater than the right of an unsecured general
creditor of the Company.
11. Notices
You shall be responsible for furnishing the Company with the current and
proper address for the mailing of notices and delivery of agreements, shares and
cash pursuant to this Agreement. Any notices required or permitted to be given
shall be in writing and deemed given if directed to the person to whom addressed
at such address and mailed by regular United States mail, first-class and
prepaid. If any item mailed to such address is returned as undeliverable to the
addressee, mailing will be suspended until you furnish the proper address.
Notice may also be given by fax, telegram, or cable. Notice shall be effective
upon receipt. This provision shall not be construed as requiring the mailing of
any notice or notification if such notice is not required under the terms of
this Agreement or any applicable law. Notice to the Company shall be given as
follows:
EDO Corporation
00 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
12. Entire Agreement
This Agreement embodies the entire agreement and understanding between the
Company and you with respect to the subject matter hereof and may not be
changed, modified or terminated orally but only by a written instrument executed
by the Company and you. The Committee shall have complete discretionary
authority to interpret this Agreement in accordance with the provisions of the
Plan.
13. Governing Law
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of New York without reference to its conflict
of law rules to the extent not pre-empted by Federal law, which shall otherwise
control.
14. Severability of Provisions
If any provision of this Agreement shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Agreement shall be construed and enforced as if such provisions
had not been included.
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15. Interpretation, etc.
The Plan and this Agreement shall be administered by the Committee in
accordance with the applicable provisions of the Plan. All determinations by the
Committee as to any matter, including matters of interpretation of this
Agreement and the Plan shall be conclusive and binding upon you. In the event of
a conflict between the terms of the Plan and the terms of this Agreement, the
terms of the Plan shall control.
16. Amendments
The Committee shall have the right, from time to time, to amend the
Agreement provided that no such amendment shall impair your rights under this
Agreement without your consent. The Company shall give written notice to you of
any such alteration or amendment of this Agreement as promptly as practicable
after the adoption thereof. This Agreement may also be amended in a written
document signed by both you and the Company.
17. No Right of Employment
Nothing in this Agreement and no action by the Company, the Board or the
Committee in establishing or administering this Agreement shall be construed as
giving you the right to be retained in the employ of the Company or any
Subsidiary.
18. Headings and Captions
The headings and captions herein are provided for reference and convenience
only, shall not be considered part of this Agreement and shall not be employed
in the construction of this Agreement.
19. Supplements
The Committee may add any supplement to this Agreement at a later date if
such supplement does not adversely affect your rights under this Agreement. All
capitalized terms used in such supplements without definition are used as
defined in this Agreement or in the Plan.
By signature below, the Company and you have duly executed this Agreement.
EDO CORPORATION
By:___________________ _____________________
Xxxxxxx X. Xxxxx Employee
Vice President - Administration
and Shareholder Relations
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