Form of Agreement for France Optionees
Non-Officer - Active Employee
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN FOR FRENCH EMPLOYEES
("FRENCH PLAN") STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Xxxxx Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the French Plan.
--------------------------------------------------------------------------------
Pursuant to the French Plan, you have been granted effective as of the Grant
Date indicated above an option (the "Option") to purchase from Lucent
Technologies Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent
("Shares") at the price of US$X.XX per Share, subject to the terms and
conditions of the French Plan and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) Except as provided below, 20% of the Shares covered by this Option
shall become vested six months following the Grant Date. 20% of the
Shares covered by this Option shall become vested every six months
thereafter. Any fraction of a Share that becomes vested on any date
will be rounded down to the next lowest whole number, and any
fraction of a Share shall be added to the portion of the Option
becoming vested on the following vesting date.
(b) Except as provided below, this Option shall become exercisable on
the fourth anniversary of the Grant Date (the "Exercise Date") or as
set forth by the French Plan.
(c) Except as provided below, the last day you can exercise this Option
is the day preceding the sixth anniversary of the Grant Date (the
"Expiration Date").
(d) Upon the termination of your employment by reason of Retirement, (i)
any portion of this Option which is then outstanding shall, to the
extent not then vested, be immediately forfeited and canceled, (ii)
to the extent that this Option is exercisable, the Option will
remain exercisable until the original expiration date of the Option,
and (iii) any portion of this Option that is vested but not
exercisable will remain vested and shall become exercisable from the
Exercise Date until the Expiration Date.
(e) Upon the termination of your employment by reason of death, any
portion of this Option which is not then exercisable will become
exercisable and, along with any portion of this Option which is then
exercisable, will remain exercisable until the earlier of 180 days
or the Expiration Date.
(f) Upon the termination of your employment by reason of Disability, any
portion of this Option which is then outstanding shall, to the
extent not then vested, be immediately vested in full and shall
become exercisable from the Exercise Date until the Expiration Date.
(g) Upon the termination of your employment for Cause, this Option will
be canceled.
(h) Upon the termination of your employment as a result of a Company
Action, (i) any portion of this Option that is then exercisable
shall remain exercisable until the earlier of the ninetieth day from
the date of termination or the Expiration Date, (ii) any portion of
this Option that is vested but not exercisable on the date
employment terminates shall only be exercisable during the ninety
days following the Exercise Date, and (iii) the Company Action
Vesting Portion shall not be forfeited and canceled and shall become
immediately vested upon termination and be exercisable during the
ninety days following the Exercise Date. "Company Action Vesting
Portion" is determined as of the date of termination of employment
and shall be the portion of the Option computed as follows (but not
less than zero):
(i) In the event the termination of your employment as a
result of a Company Action occurs within six months of
the Grant Date, the Company Action Vesting Portion will
equal 20% of the Shares covered by this Option.
(ii) In the event the termination of your employment as a
result of a Company Action occurs six months following
the Grant Date or later, the
Company Action Vesting Portion = N x M/D - E, where:
N = the number of Shares originally subject to the
Option,
M = the number of complete months elapsed since the
Grant Date,
D = the number of complete months between the Grant
Date and the date on which the Option was
originally scheduled to become completely vested,
and
E = the number of Shares covered by the Option for
which the Option has already become vested
(regardless of whether the Option has been
exercised with respect to such Shares).
If your employment terminates under circumstances constituting both
a Company Action and Retirement, the Company Action Vesting Portion
shall become vested on the termination date and, together with any
portion of the Option which was already vested, shall be exercisable
from the Exercise Date until the Expiration Date. Any fraction of a
Share that becomes exercisable pursuant to a Company Action will be
rounded down to the next lowest whole number.
(i) Upon the termination of your employment for any reason other than
Retirement, death, Disability, Cause or Company Action, (i) any
portion of this Option which is then exercisable will remain
exercisable until the earlier of the ninetieth day after termination
of employment or the Expiration Date, (ii) any portion of the Option
that is vested but not exercisable on the date employment terminates
shall only be exercisable during the ninety days following the
Exercise Date, and (iii) any portion of this Option which is not
then vested will be canceled.
Form of Agreement for France Optionees
Non-Officer - Active Employee
(j) It will not be considered a termination of your employment if you
(i) transfer to or from Lucent and any Affiliate or (ii) are placed
on an approved leave of absence. Unless otherwise determined by the
Committee, it will be considered a termination of employment if your
employer ceases to be Lucent or a Subsidiary.
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any Subsidiary under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary; or
(iii) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
(b) DISABILITY. "Disability" means termination of employment under
circumstances where you qualify for and receive payments under a
long-term disability pay plan maintained by the Company or any
Subsidiary or as required by or available under applicable local
law.
(c) CAUSE. "Cause" means:
(i) violation of Xxxxxx's code of conduct, Business
Guideposts;
(ii) conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of theft,
dishonesty or moral turpitude; or
(iii) gross omission or gross dereliction of any statutory or
common law duty of loyalty to Lucent.
3. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the plan. Please note that Options may not
be exercised by e-mail or by leaving a voice-mail message. Your exercise
will become effective only after you have followed the record keeper's
exercise procedures and paid to the record keeper, or made arrangements
acceptable to Lucent for the payment to the record keeper of, the exercise
price for the Option, and applicable withholding, other taxes or fees. All
payments must be in US dollars by check or other method acceptable to
Lucent.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
6. GOVERNING LAW. The validity, construction and effect of this agreement and
the French Plan shall be determined in accordance with the laws of the
State of Delaware in the United States without giving effect to principles
of conflicts of laws.
7. OTHER TERMS.
(a) The French Plan is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the French Plan is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the French Plan or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the French Plan and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
Form of Agreement for France Optionees
Non-Officer - Active Employee
8. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-8 hereof, and acknowledge that a copy
of the French Plan as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for France Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN
FOR FRENCH EMPLOYEES ("FRENCH PLAN") STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Xxxxx Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the French Plan.
--------------------------------------------------------------------------------
Pursuant to the French Plan, you have been granted effective as of the Grant
Date indicated above an option (the "Option") to purchase from Lucent
Technologies Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent
("Shares") at the price of US$X.XX per Share, subject to the terms and
conditions of the French Plan and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) The last day you can exercise this Option is 180 days from the Grant
Date (the "Expiration Date").
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the plan. Please note that Options may not
be exercised by e-mail or by leaving a voice-mail message. Your exercise
will become effective only after you have followed the record keeper's
exercise procedures and paid to the record keeper, or made arrangements
acceptable to Lucent for the payment to the record keeper of, the exercise
price for the Option, and applicable withholding, other taxes or fees. All
payments must be in US dollars by check or other method acceptable to
Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the French Plan shall be determined in accordance with the laws of the
State of Delaware in the United States without giving effect to principles
of conflicts of laws.
6. OTHER TERMS.
(a) The French Plan is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the French Plan is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the French Plan or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the French Plan and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
Form of Agreement for France Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the French Plan as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Brazil, China, India Indonesia, Korea, Netherlands,
Kazakhstan, Russia, Switzerland, and Ukraine Optionees
Non-Officer - Active Employee
[Lucent Technologies logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) Except as provided below, 20% of the Shares covered by this Option
shall become exercisable six months following the Grant Date. 20% of
the Shares covered by this Option shall become exercisable every six
months thereafter. Any fraction of a Share that becomes exercisable
on any date will be rounded down to the next lowest whole number,
and any fraction of a Share shall be added to the portion of the
Option becoming exercisable on the following vesting date.
(b) Except as provided below, the last day you can exercise this Option
is the day preceding the fifth anniversary of the Grant Date (the
"Expiration Date").
(c) Upon the termination of your employment by reason of Retirement, any
portion of this Option which is then exercisable will remain
exercisable until the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(d) Upon the termination of your employment by reason of death or
Disability, any portion of this Option which is not then exercisable
will become exercisable and, along with any portion of this Option
which is then exercisable, will remain exercisable until the
Expiration Date.
(e) Upon the termination of your employment for Cause, this Option will
be canceled.
(f) Upon the termination of your employment as a result of a Company
Action, any portion of this Option that is then exercisable shall
remain exercisable until the earlier of the ninetieth day from the
date of termination or the Expiration Date, and the Company Action
Vesting Portion shall not be forfeited and canceled and shall become
immediately exercisable until the earlier of the ninetieth day after
termination of employment or the original Expiration Date. Any
portion of this Option which is not then exercisable will be
canceled. "Company Action Vesting Portion" is determined as of the
date of termination of employment and shall be the portion of the
Option computed as follows (but not less than zero):
(i) In the event the termination of your employment as a
result of a Company Action occurs within six months of
the Grant Date, the Company Action Vesting Portion will
equal 20% of the Shares covered by this Option.
(ii) In the event the termination of your employment as a
result of a Company Action occurs six months following
the Grant Date or later, the
Company Action Vesting Portion = N x M/D - E, where:
N = the number of Shares originally subject to the
Option,
M = the number of complete months elapsed since the
Grant Date,
D = the number of complete months between the Grant
Date and the date on which the Option was
originally scheduled to become completely
exercisable, and
E = the number of Shares covered by the Option for
which the Option has already become exercisable
(regardless of whether the Option has been
exercised with respect to such Shares).
If your employment terminates under circumstances constituting both
a Company Action and Retirement, the Company Action Vesting Portion
shall become exercisable on the termination date and, together with
any portion of the Option which was already exercisable, shall
remain exercisable until the Expiration Date. Any fraction of a
Share that becomes exercisable pursuant to a Company Action will be
rounded down to the next lowest whole number.
(g) Upon the termination of your employment for any reason other than
Retirement, death, Disability, Cause or Company Action, any portion
of this Option which is then exercisable will remain exercisable
until the earlier of the ninetieth day after termination of
employment or the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(h) It will not be considered a termination of your employment if you
(i) transfer to or from Lucent and any Affiliate or (ii) are placed
on an approved leave of absence. Unless otherwise determined by the
Committee, it will be considered a termination of employment if your
employer ceases to be Lucent or a Subsidiary.
Form of Agreement for Brazil, China, India Indonesia, Korea, Netherlands,
Kazakhstan, Russia, Switzerland, and Ukraine Optionees
Non-Officer - Active Employee
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any Subsidiary under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary; or
(iii) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
(b) DISABILITY. "Disability" means termination of employment under
circumstances where you qualify for and receive payments under a
long-term disability pay plan maintained by the Company or any
Subsidiary or as required by or available under applicable local
law.
(c) CAUSE. "Cause" means:
(i) violation of Xxxxxx's code of conduct, Business
Guideposts;
(ii) conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of theft,
dishonesty or moral turpitude; or
(iii) gross omission or gross dereliction of any statutory or
common law duty of loyalty to Lucent.
3. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the Plan. Please note that Options may not be
exercised by e-mail or by leaving a voice-mail message. This Option shall
only be exercisable pursuant to a cashless exercise whereby the Shares
exercised are immediately sold. The proceeds from the sale of Shares shall
be applied first to pay the Option Price and provide for applicable
withholding, other taxes and fees, and the remainder shall then be
distributed to you in a cash payment, in accordance with procedures
established by Lucent. Your exercise will become effective only after you
have followed the record keeper's exercise procedures.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
6. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
7. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
8. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
Form of Agreement for Brazil, China, India Indonesia, Korea, Netherlands,
Kazakhstan, Russia, Switzerland, and Ukraine Optionees
Non-Officer - Active Employee
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-8 hereof, and acknowledge that a
copy of the 1997 LTIP as currently in effect has been made available to you,
by signing at the place provided and returning the original of this
agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Brazil, China, India Indonesia, Korea, Netherlands,
Kazakhstan, Russia, Switzerland, and Ukraine Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) the last day you can exercise this Option (the "Expiration Date")
is:
(i) the ninetieth day after the Grant Date if your employment is
terminated due to a Company Action, or
(ii) the day preceding the fifth anniversary of the Grant Date if
your employment terminated under circumstances constituting
both a Company Action and Retirement.
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the Plan. Please note that Options may not be
exercised by e-mail or by leaving a voice-mail message. This Option shall
only be exercisable pursuant to a cashless exercise whereby the shares
exercised are immediately sold. The proceeds from the sale of shares shall
be applied first to pay the Option Price and provide for applicable
withholding, other taxes and fees, and the remainder shall then be
distributed to you in a cash payment, in accordance with procedures
established by Lucent. Your exercise will become effective only after you
have followed the record keeper's exercise procedures.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
6. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of Options or benefits in lieu of Options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of Options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of Options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
Form of Agreement for Brazil, China, India Indonesia, Korea, Netherlands,
Kazakhstan, Russia, Switzerland, and Ukraine Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Brazil, China, India Indonesia, Korea, Netherlands,
Kazakhstan, Russia, Switzerland, and Ukraine Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) The last day you can exercise this Option is the day preceding the
fifth anniversary of the Grant Date (the "Expiration Date").
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the Plan. Please note that Options may not be
exercised by e-mail or by leaving a voice-mail message. This Option shall
only be exercisable pursuant to a cashless exercise whereby the Shares
exercised are immediately sold. The proceeds from the sale of Shares shall
be applied first to pay the Option Price and provide for applicable
withholding, other taxes and fees, and the remainder shall then be
distributed to you in a cash payment, in accordance with procedures
established by Lucent. Your exercise will become effective only after you
have followed the record keeper's exercise procedures.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
6. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
Form of Agreement for Brazil, China, India Indonesia, Korea, Netherlands,
Kazakhstan, Russia, Switzerland, and Ukraine Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Dominican Republic Optionees
Non-Officer - Active Employee
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) Except as provided below, 20% of the Shares covered by this Option
shall become exercisable six months following the Grant Date. 20% of
the Shares covered by this Option shall become exercisable every six
months thereafter. Any fraction of a Share that becomes exercisable
on any date will be rounded down to the next lowest whole number,
and any fraction of a Share shall be added to the portion of the
Option becoming exercisable on the following vesting date.
(b) Except as provided below, the last day you can exercise this Option
is the day preceding the fifth anniversary of the Grant Date (the
"Expiration Date").
(c) Upon the termination of your employment by reason of Retirement, any
portion of this Option which is then exercisable will remain
exercisable until the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(d) Upon the termination of your employment by reason of death or
Disability, any portion of this Option which is not then exercisable
will become exercisable and, along with any portion of this Option
which is then exercisable, will remain exercisable until the
Expiration Date.
(e) Upon the termination of your employment for Cause, this Option will
be canceled.
(f) Upon the termination of your employment as a result of a Company
Action, any portion of this Option that is then exercisable shall
remain exercisable until the earlier of the ninetieth day from the
date of termination or the Expiration Date, and the Company Action
Vesting Portion shall not be forfeited and canceled and shall become
immediately exercisable until the earlier of the ninetieth day after
termination of employment or the original Expiration Date. Any
portion of this Option which is not then exercisable will be
canceled. "Company Action Vesting Portion" is determined as of the
date of termination of employment and shall be the portion of the
Option computed as follows (but not less than zero):
(i) In the event the termination of your employment as a
result of a Company Action occurs within six months of
the Grant Date, the Company Action Vesting Portion will
equal 20% of the Shares covered by this Option.
(ii) In the event the termination of your employment as a
result of a Company Action occurs six months following
the Grant Date or later, the
Company Action Vesting Portion = N x M/D - E, where:
N = the number of Shares originally subject to the
Option,
M = the number of complete months elapsed since the
Grant Date,
D = the number of complete months between the Grant
Date and the date on which the Option was
originally scheduled to become completely
exercisable, and
E = the number of Shares covered by the Option for
which the Option has already become exercisable
(regardless of whether the Option has been
exercised with respect to such Shares).
If your employment terminates under circumstances constituting both
a Company Action and Retirement, the Company Action Vesting Portion
shall become exercisable on the termination date and, together with
any portion of the Option which was already exercisable, shall
remain exercisable until the Expiration Date. Any fraction of a
Share that becomes exercisable pursuant to a Company Action will be
rounded down to the next lowest whole number.
(g) Upon the termination of your employment for any reason other than
Retirement, death, Disability, Cause or Company Action, any portion
of this Option which is then exercisable will remain exercisable
until the earlier of the ninetieth day after termination of
employment or the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(h) It will not be considered a termination of your employment if you
(i) transfer to or from Lucent and any Affiliate or (ii) are placed
on an approved leave of absence. Unless otherwise determined by the
Committee, it will be considered a termination of employment if your
employer ceases to be Lucent or a Subsidiary.
Form of Agreement for Dominican Republic Optionees
Non-Officer - Active Employee
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any Subsidiary under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary; or
(iii) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
(b) DISABILITY. "Disability" means termination of employment under
circumstances where you qualify for and receive payments under a
long-term disability pay plan maintained by the Company or any
Subsidiary or as required by or available under applicable local
law.
(c) CAUSE. "Cause" means:
(i) violation of Xxxxxx's code of conduct, Business
Guideposts;
(ii) conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of theft,
dishonesty or moral turpitude; or
(iii) gross omission or gross dereliction of any statutory or
common law duty of loyalty to Lucent.
3. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the Plan. Please note that Options may not be
exercised by e-mail or by leaving a voice-mail message. Your exercise will
become effective only after you have followed the record keeper's exercise
procedures. The Option Price shall be payable by means of a cashless
exercise whereby the Options are exercised for cash or Shares without your
paying any cash. Under this program, you may simultaneously exercise your
Option and sell the number of Shares purchasable pursuant to the Option,
or the number of Shares necessary to cover the Option Price and any
required taxes and fees, and instruct a broker designated by Lucent to
deliver to Lucent an amount of the sale proceeds equal to the Option
Price. The proceeds from the sale of Shares shall be applied first to pay
the Option Price and provide for applicable withholding, other taxes or
fees, and the remainder shall then be distributed to you in a payment of
cash or Shares, in accordance with procedures established by Lucent.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
6. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
7. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
8. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
Form of Agreement for Dominican Republic Optionees
Non-Officer - Active Employee
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-8 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Dominican Republic Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) the last day you can exercise this Option (the "Expiration Date")
is:
(i) the ninetieth day after the Grant Date if your employment is
terminated due to a Company Action, or
(ii) the day preceding the fifth anniversary of the Grant Date if
your employment terminated under circumstances constituting
both a Company Action and Retirement.
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the Plan. Please note that Options may not be
exercised by e-mail or by leaving a voice-mail message. Your exercise will
become effective only after you have followed the record keeper's exercise
procedures. The Option Price shall be payable by means of a cashless
exercise whereby the Options are exercised for cash or Shares without your
paying any cash. Under this program, you may simultaneously exercise your
Option and sell the number of Shares purchasable pursuant to the Option,
or the number of Shares necessary to cover the Option Price and any
required taxes and fees, and instruct a broker designated by Lucent to
deliver to Lucent an amount of the sale proceeds equal to the Option
Price. The proceeds from the sale of Shares shall be applied first to pay
the Option Price and provide for applicable withholding, other taxes or
fees, and the remainder shall then be distributed to you in a payment of
cash or Shares, in accordance with procedures established by Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
6. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
Form of Agreement for Dominican Republic Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Dominican Republic Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) The last day you can exercise this Option is the day preceding the
fifth anniversary of the Grant Date (the "Expiration Date").
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the Plan. Please note that Options may not be
exercised by e-mail or by leaving a voice-mail message. Your exercise will
become effective only after you have followed the record keeper's exercise
procedures. The Option Price shall be payable by means of a cashless
exercise whereby the Options are exercised for cash or Shares without your
paying any cash. Under this program, you may simultaneously exercise your
Option and sell the number of Shares purchasable pursuant to the Option,
or the number of Shares necessary to cover the Option Price and any
required taxes and fees, and instruct a broker designated by Lucent to
deliver to Lucent an amount of the sale proceeds equal to the Option
Price. The proceeds from the sale of Shares shall be applied first to pay
the Option Price and provide for applicable withholding, other taxes or
fees, and the remainder shall then be distributed to you in a payment of
cash or Shares, in accordance with procedures established by Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
6. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
Form of Agreement for Dominican Republic Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for UK Optionees
Non-Officer - Active Employee
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) Except as provided below, 20% of the Shares covered by this Option
shall become exercisable six months following the Grant Date. 20% of
the Shares covered by this Option shall become exercisable every six
months thereafter. Any fraction of a Share that becomes exercisable
on any date will be rounded down to the next lowest whole number,
and any fraction of a Share shall be added to the portion of the
Option becoming exercisable on the following vesting date.
(b) Except as provided below, the last day you can exercise this Option
is the day preceding the fifth anniversary of the Grant Date (the
"Expiration Date").
(c) Upon the termination of your employment by reason of Retirement, any
portion of this Option which is then exercisable will remain
exercisable until the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(d) Upon the termination of your employment by reason of death or
Disability, any portion of this Option which is not then exercisable
will become exercisable and, along with any portion of this Option
which is then exercisable, will remain exercisable until the
Expiration Date.
(e) Upon the termination of your employment for Cause, this Option will
be canceled.
(f) Upon the termination of your employment as a result of a Company
Action, any portion of this Option that is then exercisable shall
remain exercisable until the earlier of the ninetieth day from the
date of termination or the Expiration Date, and the Company Action
Vesting Portion shall not be forfeited and canceled and shall become
immediately exercisable until the earlier of the ninetieth day after
termination of employment or the original Expiration Date. Any
portion of this Option which is not then exercisable will be
canceled. "Company Action Vesting Portion" is determined as of the
date of termination of employment and shall be the portion of the
Option computed as follows (but not less than zero):
(i) In the event the termination of your employment as a
result of a Company Action occurs within six months of
the Grant Date, the Company Action Vesting Portion will
equal 20% of the Shares covered by this Option.
(ii) In the event the termination of your employment as a
result of a Company Action occurs six months following
the Grant Date or later, the
Company Action Vesting Portion = N x M/D - E, where:
N = the number of Shares originally subject to the
Option,
M = the number of complete months elapsed since the
Grant Date,
D = the number of complete months between the Grant
Date and the date on which the Option was
originally scheduled to become completely
exercisable, and
E = the number of Shares covered by the Option for
which the Option has already become exercisable
(regardless of whether the Option has been
exercised with respect to such Shares).
If your employment terminates under circumstances constituting both
a Company Action and Retirement, the Company Action Vesting Portion
shall become exercisable on the termination date and, together with
any portion of the Option which was already exercisable, shall
remain exercisable until the Expiration Date. Any fraction of a
Share that becomes exercisable pursuant to a Company Action will be
rounded down to the next lowest whole number.
(g) Upon the termination of your employment for any reason other than
Retirement, death, Disability, Cause or Company Action, any portion
of this Option which is then exercisable will remain exercisable
until the earlier of the ninetieth day after termination of
employment or the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(h) It will not be considered a termination of your employment if you
(i) transfer to or from Lucent and any Affiliate or (ii) are placed
on an approved leave of absence. Unless otherwise determined by the
Committee, it will be considered a termination of employment if your
employer ceases to be Lucent or a Subsidiary.
Form of Agreement for UK Optionees
Non-Officer - Active Employee
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any Subsidiary under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary; or
(iii) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
(b) DISABILITY. "Disability" means termination of employment under
circumstances where you qualify for and receive payments under a
long-term disability pay plan maintained by the Company or any
Subsidiary or as required by or available under applicable local
law.
(c) CAUSE. "Cause" means:
(i) violation of Xxxxxx's code of conduct, Business
Guideposts;
(ii) conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of theft,
dishonesty or moral turpitude; or
(iii) gross omission or gross dereliction of any statutory or
common law duty of loyalty to Lucent.
3. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. INCOME TAX WITHHOLDING. Your employer is the UK Subsidiary (the
"Employer"). Where, in relation to this Option, the Employer is liable, or
in accordance with current practice is believed by the Employer to be
liable, to account to the Inland Revenue for any sum in respect of income
tax under Pay As You Earn ("PAYE") (and it is not reasonably practicable
to make a withholding at source), the Option may not be exercised,
assigned or released unless (as determined by the Employer) you have at
your election:
(a) Delivered a check to the Employer sufficient to discharge the PAYE
tax due; or
(b) In the case of an exercise of an Option, has (a) arranged to sell
sufficient Shares which you are entitled to receive on the exercise
of the Option through an Employer-designated broker and (b)
instructed the broker to immediately remit sufficient funds from
such sale to the Employer to enable the Employer to satisfy the PAYE
tax due. Such funds shall be transmitted to the Employer within 30
days of the exercise of the Option or (if earlier) within 14 days of
the end of the tax month during which the exercise of the Option
occurred.
The question whether PAYE is to be accounted for, and if so, the amount
due upon the exercise, assignment or release (as the case may be) shall be
assessed by the Employer having regard to the income tax rates in force at
that time, taking into account relief for Secondary Contributions that are
payable by you (if any) and the prevailing legislation. The Employer's
assessment shall be final and binding on you.
6. ELECTION. The Employer has authorized Lucent to enter into the following
election with you:
(a) You acknowledge that to the extent you are subject to income tax
pursuant to Section 135 of the UK Income and Corporation Taxes Act
1988 and to Class 1 NIC pursuant to Section 4 of the UK Social
Security Contributions and Benefits Act 1992 (the "SSCBA"), you
shall be liable to pay the employee's primary Class 1 NIC (the
"Primary Contributions") upon the occurrence of the event giving
rise to the charge (the "Chargeable Event"), pursuant to section
4(4)(a) of the SSCBA. The Primary Contributions (if any) shall be
payable with respect to the difference between the Fair Market Value
(on the date of exercise of the Option) of the Shares acquired upon
exercise of the Option and the Exercise Price or otherwise on the
gain arising as a result of the Chargeable Event.
(b) (Subject to an election to the contrary,) the Employer is liable to
pay secondary Class 1 NIC upon the occurrence of the Chargeable
Event (the "Secondary Contributions"). You and Lucent (on behalf of
the Employer) hereby elect that the entire liability (if any) to pay
Secondary Contributions is hereby transferred to you. The Secondary
Contributions shall be payable with respect to the difference
between the Fair Market Value (on the date of the exercise of the
Option) of the Shares and the Exercise Price or otherwise on the
gain arising as a result of the Chargeable Event.
(c) Optionee hereby authorizes the Employer to collect Primary and
Secondary Contributions from you at the time of the Chargeable Event
by requiring you at your election:
(i) to deliver a check to the Employer at that time, or
(ii) to (a) sell some of the Shares which you are entitled to
receive on the exercise of the Option (where applicable)
through an Employer designated broker and (b)
instructing the broker to immediately remit sufficient
funds from such sale to the Employer to satisfy the
Primary and Secondary Contributions. Such funds shall be
transmitted to the Employer within 30 days of the
exercise of the Option or (if earlier) within 14 days of
the end of the tax month during which the exercise of
the Option occurred.
Form of Agreement for UK Optionees
Non-Officer - Active Employee
The determination of whether Primary and/or Secondary Contributions
are to be accounted for and if so the amount due upon the occurrence
of the Chargeable Event shall be assessed by the Employer having
regard to the NIC rates in force at the time of the Chargeable Event
and the prevailing legislation. The Employer's determination shall
be final and binding on you.
(d) You and Xxxxxx (on behalf of the Employer) agree to be bound by the
terms of this Election.
(e) This Election shall continue in effect until such time (if ever) as
both you and the Employer agree that it should cease to have effect.
In the event that the Inland Revenue notifies the Employer that the
approval has been withdrawn in relation to any future Elections, the
Employer will notify you within 14 days of receipt of the notice of
withdrawal.
(f) The Employer shall pay the Primary and Secondary Contributions to
the Inland Revenue on your behalf within 14 days after the end of
the tax month during which the Chargeable Event occurred. The
Employer will report to the Inland Revenue:
(i) details of the amount of NIC arising upon occurrence of the
Chargeable Event;
(ii) the amount of the liability which was transferred by way of
the Election; and
(iii) the date on which the transferred liability was paid to the
Collector of Taxes.
(g) The arrangements for the payment of Primary and Secondary
Contributions (where due) by you shall apply whether you have ceased
employment or have left the UK.
7. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
8. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
9. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
10. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-10 hereof, and acknowledge that a
copy of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for UK Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) the last day you can exercise this Option (the "Expiration Date")
is:
(i) the ninetieth day after the Grant Date if your employment is
terminated due to a Company Action, or
(ii) the day preceding the fifth anniversary of the Grant Date
if your employment terminated under circumstances
constituting both a Company Action and Retirement.
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. INCOME TAX WITHHOLDING. Your employer is the UK Subsidiary (the
"Employer"). Where, in relation to this Option, the Employer is liable, or
in accordance with current practice is believed by the Employer to be
liable, to account to the Inland Revenue for any sum in respect of income
tax under Pay As You Earn ("PAYE") (and it is not reasonably practicable
to make a withholding at source), the Option may not be exercised,
assigned or released unless (as determined by the Employer) you have at
your election:
(a) Delivered a check to the Employer sufficient to discharge the PAYE
tax due; or
(b) In the case of an exercise of an Option, has (a) arranged to sell
sufficient Shares which you are entitled to receive on the exercise
of the Option through an Employer-designated broker and (b)
instructed the broker to immediately remit sufficient funds from
such sale to the Employer to enable the Employer to satisfy the PAYE
tax due. Such funds shall be transmitted to the Employer within 30
days of the exercise of the Option or (if earlier) within 14 days of
the end of the tax month during which the exercise of the Option
occurred.
The question whether PAYE is to be accounted for, and if so, the amount
due upon the exercise, assignment or release (as the case may be) shall be
assessed by the Employer having regard to the income tax rates in force at
that time, taking into account relief for Secondary Contributions that are
payable by you (if any) and the prevailing legislation. The Employer's
assessment shall be final and binding on you.
5. ELECTION. The Employer has authorized Lucent to enter into the following
election with you:
(a) You acknowledge that to the extent you are subject to income tax
pursuant to Section 135 of the UK Income and Corporation Taxes Act
1988 and to Class 1 NIC pursuant to Section 4 of the UK Social
Security Contributions and Benefits Act 1992 (the "SSCBA"), you
shall be liable to pay the employee's primary Class 1 NIC (the
"Primary Contributions") upon the occurrence of the event giving
rise to the charge (the "Chargeable Event"), pursuant to section
4(4)(a) of the SSCBA. The Primary Contributions (if any) shall be
payable with respect to the difference between the Fair Market Value
(on the date of exercise of the Option) of the Shares acquired upon
exercise of the Option and the Exercise Price or otherwise on the
gain arising as a result of the Chargeable Event.
(b) (Subject to an election to the contrary,) the Employer is liable to
pay secondary Class 1 NIC upon the occurrence of the Chargeable
Event (the "Secondary Contributions"). You and Lucent (on behalf of
the Employer) hereby elect that the entire liability (if any) to pay
Secondary Contributions is hereby transferred to you. The Secondary
Contributions shall be payable with respect to the difference
between the Fair Market Value (on the date of the exercise of the
Option) of the Shares and the Exercise Price or otherwise on the
gain arising as a result of the Chargeable Event.
Form of Agreement for UK Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
(c) Optionee hereby authorizes the Employer to collect Primary and
Secondary Contributions from you at the time of the Chargeable Event
by requiring you at your election:
(i) to deliver a check to the Employer at that time, or
(ii) to (a) sell some of the Shares which you are entitled to
receive on the exercise of the Option (where applicable)
through an Employer designated broker and (b) instructing the
broker to immediately remit sufficient funds from such sale to
the Employer to satisfy the Primary and Secondary
Contributions. Such funds shall be transmitted to the Employer
within 30 days of the exercise of the Option or (if earlier)
within 14 days of the end of the tax month during which the
exercise of the Option occurred.
The determination of whether Primary and/or Secondary Contributions
are to be accounted for and if so the amount due upon the occurrence
of the Chargeable Event shall be assessed by the Employer having
regard to the NIC rates in force at the time of the Chargeable Event
and the prevailing legislation. The Employer's determination shall
be final and binding on you.
(d) You and Xxxxxx (on behalf of the Employer) agree to be bound by the
terms of this Election.
(e) This Election shall continue in effect until such time (if ever) as
both you and the Employer agree that it should cease to have effect.
In the event that the Inland Revenue notifies the Employer that the
approval has been withdrawn in relation to any future Elections, the
Employer will notify you within 14 days of receipt of the notice of
withdrawal.
(f) The Employer shall pay the Primary and Secondary Contributions to
the Inland Revenue on your behalf within 14 days after the end of
the tax month during which the Chargeable Event occurred. The
Employer will report to the Inland Revenue:
(i) details of the amount of NIC arising upon occurrence of the
Chargeable Event;
(ii) the amount of the liability which was transferred by way of
the Election; and
(iii) the date on which the transferred liability was paid to the
Collector of Taxes.
(g) The arrangements for the payment of Primary and Secondary
Contributions (where due) by you shall apply whether you have ceased
employment or have left the UK.
6. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
7. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
8. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
9. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-9 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
--------------------------------------------------------------------------------
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
Form of Agreement for UK Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for UK Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) The last day you can exercise this Option is the day preceding the
fifth anniversary of the Grant Date (the "Expiration Date").
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. INCOME TAX WITHHOLDING. Your employer is the UK Subsidiary (the
"Employer"). Where, in relation to this Option, the Employer is liable, or
in accordance with current practice is believed by the Employer to be
liable, to account to the Inland Revenue for any sum in respect of income
tax under Pay As You Earn ("PAYE") (and it is not reasonably practicable
to make a withholding at source), the Option may not be exercised,
assigned or released unless (as determined by the Employer) you have at
your election:
(a) Delivered a check to the Employer sufficient to discharge the PAYE
tax due; or
(b) In the case of an exercise of an Option, has (a) arranged to sell
sufficient Shares which you are entitled to receive on the exercise
of the Option through an Employer-designated broker and (b)
instructed the broker to immediately remit sufficient funds from
such sale to the Employer to enable the Employer to satisfy the PAYE
tax due. Such funds shall be transmitted to the Employer within 30
days of the exercise of the Option or (if earlier) within 14 days of
the end of the tax month during which the exercise of the Option
occurred. The question whether PAYE is to be accounted for, and if
so, the amount due upon the exercise, assignment or release (as the
case may be) shall be assessed by the Employer having regard to the
income tax rates in force at that time, taking into account relief
for Secondary Contributions that are payable by you (if any) and the
prevailing legislation. The Employer's assessment shall be final and
binding on you.
5. ELECTION. The Employer has authorized Lucent to enter into the following
election with you.
(a) You acknowledge that to the extent you are subject to income tax
pursuant to Section 135 of the UK Income and Corporation Taxes Act
1988 and to Class 1 NIC pursuant to Section 4 of the UK Social
Security Contributions and Benefits Act 1992 (the "SSCBA"), you
shall be liable to pay the employee's primary Class 1 NIC (the
"Primary Contributions") upon the occurrence of the event giving
rise to the charge (the "Chargeable Event"), pursuant to section
4(4)(a) of the SSCBA. The Primary Contributions (if any) shall be
payable with respect to the difference between the Fair Market Value
(on the date of exercise of the Option) of the Shares acquired upon
exercise of the Option and the Exercise Price or otherwise on the
gain arising as a result of the Chargeable Event.
(b) (Subject to an election to the contrary,) the Employer is liable to
pay secondary Class 1 NIC upon the occurrence of the Chargeable
Event (the "Secondary Contributions"). You and Lucent (on behalf of
the Employer) hereby elect that the entire liability (if any) to pay
Secondary Contributions is hereby transferred to you. The Secondary
Contributions shall be payable with respect to the difference
between the Fair Market Value (on the date of the exercise of the
Option) of the Shares and the Exercise Price or otherwise on the
gain arising as a result of the Chargeable Event.
(c) Optionee hereby authorizes the Employer to collect Primary and
Secondary Contributions from you at the time of the Chargeable Event
by requiring you at your election:
Form of Agreement for UK Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
(i) to deliver a check to the Employer at that time, or
(ii) to (a) sell some of the Shares which you are entitled to
receive on the exercise of the Option (where applicable)
through an Employer designated broker and (b) instructing the
broker to immediately remit sufficient funds from such sale to
the Employer to satisfy the Primary and Secondary
Contributions. Such funds shall be transmitted to the Employer
within 30 days of the exercise of the Option or (if earlier)
within 14 days of the end of the tax month during which the
exercise of the Option occurred.
The determination of whether Primary and/or Secondary Contributions
are to be accounted for and if so the amount due upon the occurrence
of the Chargeable Event shall be assessed by the Employer having
regard to the NIC rates in force at the time of the Chargeable Event
and the prevailing legislation. The Employer's determination shall
be final and binding on you.
(d) You and Xxxxxx (on behalf of the Employer) agree to be bound by the
terms of this Election.
(e) This Election shall continue in effect until such time (if ever) as
both you and the Employer agree that it should cease to have effect.
In the event that the Inland Revenue notifies the Employer that the
approval has been withdrawn in relation to any future Elections, the
Employer will notify you within 14 days of receipt of the notice of
withdrawal.
(f) The Employer shall pay the Primary and Secondary Contributions to
the Inland Revenue on your behalf within 14 days after the end of
the tax month during which the Chargeable Event occurred. The
Employer will report to the Inland Revenue:
(i) details of the amount of NIC arising upon occurrence of the
Chargeable Event;
(ii) the amount of the liability which was transferred by way of
the Election; and
(iii) the date on which the transferred liability was paid to the
Collector of Taxes.
(g) The arrangements for the payment of Primary and Secondary
Contributions (where due) by you shall apply whether you have ceased
employment or have left the UK.
6. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
7. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
8. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
9. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-9 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for US Optionees
Non-Officer - Active Employee
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) Except as provided below, 20% of the Shares covered by this Option
shall become exercisable six months following the Grant Date. 20% of
the Shares covered by this Option shall become exercisable every six
months thereafter. Any fraction of a Share that becomes exercisable
on any date will be rounded down to the next lowest whole number,
and any fraction of a Share shall be added to the portion of the
Option becoming exercisable on the following vesting date.
(b) Except as provided below, the last day you can exercise this Option
is the day preceding the fifth anniversary of the Grant Date (the
"Expiration Date").
(c) Upon the termination of your employment by reason of Retirement, any
portion of this Option which is then exercisable will remain
exercisable until the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(d) Upon the termination of your employment by reason of death or
Disability, any portion of this Option which is not then exercisable
will become exercisable and, along with any portion of this Option
which is then exercisable, will remain exercisable until the
Expiration Date.
(e) Upon the termination of your employment for Cause, this Option will
be canceled.
(f) Upon the termination of your employment as a result of a Company
Action, any portion of this Option that is then exercisable shall
remain exercisable until the earlier of the ninetieth day from the
date of termination or the Expiration Date, and the Company Action
Vesting Portion shall not be forfeited and canceled and shall become
immediately exercisable until the earlier of the ninetieth day after
termination of employment or the original Expiration Date. Any
portion of this Option which is not then exercisable will be
canceled. "Company Action Vesting Portion" is determined as of the
date of termination of employment and shall be the portion of the
Option computed as follows (but not less than zero):
(i) In the event the termination of your employment as a
result of a Company Action occurs within six months of
the Grant Date, the Company Action Vesting Portion will
equal 20% of the Shares covered by this Option.
(ii) In the event the termination of your employment as a
result of a Company Action occurs six months following
the Grant Date or later, the
Company Action Vesting Portion = N x M/D - E, where:
N = the number of Shares originally subject to the
Option,
M = the number of complete months elapsed since the
Grant Date,
D = the number of complete months between the Grant
Date and the date on which the Option was
originally scheduled to become completely
exercisable, and
E = the number of Shares covered by the Option for
which the Option has already become exercisable
(regardless of whether the Option has been
exercised with respect to such Shares).
If your employment terminates under circumstances constituting both
a Company Action and Retirement, the Company Action Vesting Portion
shall become exercisable on the termination date and, together with
any portion of the Option which was already exercisable, shall
remain exercisable until the Expiration Date. Any fraction of a
Share that becomes exercisable pursuant to a Company Action will be
rounded down to the next lowest whole number.
(g) Upon the termination of your employment for any reason other than
Retirement, death, Disability, Cause or Company Action, any portion
of this Option which is then exercisable will remain exercisable
until the earlier of the ninetieth day after termination of
employment or the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
Form of Agreement for US Optionees
Non-Officer - Active Employee
(h) It will not be considered a termination of your employment if you
(i) transfer to or from Lucent and any Affiliate or (ii) are placed
on an approved leave of absence. Unless otherwise determined by the
Committee, it will be considered a termination of employment if your
employer ceases to be Lucent or a Subsidiary.
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any Subsidiary under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary; or
(iii) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
(b) DISABILITY. "Disability" means termination of employment under
circumstances where you qualify for and receive payments under a
long-term disability pay plan maintained by the Company or any
Subsidiary or as required by or available under applicable local
law.
(c) CAUSE. "Cause" means:
(i) violation of Xxxxxx's code of conduct, Business
Guideposts;
(ii) conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of theft,
dishonesty or moral turpitude; or
(iii) gross omission or gross dereliction of any statutory or
common law duty of loyalty to Lucent.
3. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
6. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware without giving effect to principles of conflicts of laws.
7. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
8. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-8 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE SOCIAL SECURITY NO: BY:
--------------------------------------------------------------------------------
Form of Agreement for US Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) the last day you can exercise this Option (the "Expiration Date")
is:
(i) the ninetieth day after the Grant Date if your employment is
terminated due to a Company Action, or
(ii) the day preceding the fifth anniversary of the Grant Date if
your employment terminated under circumstances constituting
both a Company Action and Retirement.
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware without giving effect to principles of conflicts of laws.
6. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE SOCIAL SECURITY NUMBER: BY:
--------------------------------------------------------------------------------
Form of Agreement for US Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) The last day you can exercise this Option is the day preceding the
fifth anniversary of the Grant Date (the "Expiration Date").
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware without giving effect to principles of conflicts of laws.
6. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE SOCIAL SECURITY NUMBER: BY:
--------------------------------------------------------------------------------
Form of Agreement for US Optionees
Officer - Active Employee
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1996 LONG TERM INCENTIVE PROGRAM ("PLAN")
NONSTATUTORY STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the Plan.
--------------------------------------------------------------------------------
Pursuant to the Plan, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the Plan and
this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised at any time prior
to its Expiration Date or cancellation as follows:
(a) Except as provided below, 20% of the Shares covered by this Option
shall become exercisable six months following the Grant Date. 20% of
the Shares covered by this Option shall become exercisable every six
months thereafter. Any fraction of a Share that becomes exercisable
on any date will be rounded down to the next lowest whole number,
and any fraction of a Share shall be added to the portion of the
Option becoming exercisable on the following vesting date.
(b) Except as provided below, the last day you can exercise this Option
is the day preceding the fifth anniversary of the Grant Date (the
"Expiration Date").
(c) In the event you are placed on a company initiated leave of absence
as defined in the Officer Severance Policy, for reasons other than
Cause, this Option will continue to vest in accordance with the
Officer Severance Policy.
(d) Upon the termination of your employment by reason of Retirement, any
portion of this Option which is then exercisable will remain
exercisable until the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(e) Upon the termination of your employment by reason of death or
Disability, any portion of this Option which is not then exercisable
will become exercisable and, along with any portion of this Option
which is then exercisable, will remain exercisable until the
Expiration Date.
(f) Upon the termination of your employment for Cause, this Option will
be canceled.
(g) Upon the termination of your employment as a result of a Company
Action, any portion of this Option that is then exercisable shall
remain exercisable until the earlier of the ninetieth day from the
date of termination or the Expiration Date, and the Company Action
Vesting Portion shall not be forfeited and canceled and shall become
immediately exercisable until the earlier of the ninetieth day after
termination of employment or the original Expiration Date. Any
portion of this Option which is not then exercisable will be
canceled. "Company Action Vesting Portion" is determined as of the
date of termination of employment and shall be the portion of the
Option computed as follows (but not less than zero):
(i) In the event the termination of your employment as a
result of a Company Action occurs within six months of
the Grant Date, the Company Action Vesting Portion will
equal 20% of the Shares covered by this Option.
(ii) In the event the termination of your employment as a
result of a Company Action occurs six months following
the Grant Date or later, the
Company Action Vesting Portion = N x M/D - E, where:
N = the number of Shares originally subject to the
Option,
M = the number of complete months elapsed since the
Grant Date,
D = the number of complete months between the Grant
Date and the date on which the Option was
originally scheduled to become completely
exercisable, and
E = the number of Shares covered by the Option for
which the Option has already become exercisable
(regardless of whether the Option has been
exercised with respect to such Shares).
If your employment terminates under circumstances constituting both
a Company Action and Retirement, the Company Action Vesting Portion
shall become exercisable on the termination date and, together with
any portion of the Option which was already exercisable, shall
remain exercisable until the Expiration Date. Any fraction of a
Share that becomes exercisable pursuant to a Company Action will be
rounded down to the next lowest whole number.
(h) Upon the termination of your employment for any reason other than
Retirement, death, Disability, Cause or Company Action, any portion
of this Option which is then exercisable will remain exercisable
until the earlier of the ninetieth day after termination of
employment or the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
Form of Agreement for US Optionees
Officer - Active Employee
(i) It will not be considered a termination of your employment if you
(i) transfer to or from Lucent and any Affiliate or (ii) are placed
on an approved leave of absence. Unless otherwise determined by the
Committee, it will be considered a termination of employment if your
employer ceases to be Lucent or a Subsidiary.
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any of its Affiliates under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Minimum Retirement Benefit under the Lucent Supplemental
Pension Plan as defined in such plan;
(iii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary;
(iv) You are at least age 50 with a minimum of 15 years
service with the Company; or
(v) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
(b) DISABILITY. "Disability" means termination of employment under
circumstances where you qualify for and receive payments under a
long-term disability pay plan maintained by the Company or any
Subsidiary or as required by or available under applicable local
law.
(c) CAUSE. "Cause" means:
(i) violation of Xxxxxx's code of conduct, Business
Guideposts;
(ii) conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of theft,
dishonesty or moral turpitude; or
(iii) gross omission or gross dereliction of any statutory or
common law duty of loyalty to Lucent.
3. EXERCISE PROCEDURE. This Option shall be exercised by delivering a notice
to Xxxxxx's agent using the method prescribed by Lucent for this purpose.
Your exercise will become effective only after you have followed the
agent's exercise procedures and paid to the agent, or made arrangements
acceptable to Lucent for the payment to the record keeper of, the exercise
price for the Option and applicable withholding, other taxes or fees. All
payments must be in US dollars by check or other method acceptable to
Lucent or in Shares or a combination of cash and Shares such that the
total of the cash plus the Fair Market Value, as determined in accordance
with procedures established by the Committee, of the Shares on the date of
exercise at least equals the aggregate exercise price of the Shares as to
which the Option is being exercised; provided, however, that any Shares
surrendered as payment must have been owned by you at least six months
prior to the date of exercise.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. TRANSFERABILITY.
(a) Except as provided in Section 5(b), this Option is not transferable
by you other than by will or the laws of descent and distribution,
and during your lifetime the Option may be exercised only by you or
your guardian or legal representative.
(b) This Option may be transferred by you, in accordance with rules
established by the Company, to one or more members of your immediate
family, to a partnership of which the only partners are you and/or
members of your immediate family or a trust established by you for
the benefit of you and/or one or more members of your immediate
family (each such transferee a "Permitted Transferee"). For purposes
of this Section 5(b), your immediate family means your spouse,
parents, children, grandchildren and the spouses of children and
grandchildren. A Permitted Transferee may not further transfer the
Option. An Option transferred pursuant to this Section shall remain
subject to all of the provisions of the Plan and this agreement,
including, but not limited to, the provisions of Sections 1 and 2
relating to the exercise of the Option under termination of your
employment.
(c) You may, in accordance with procedures established by the Committee,
designate one or more beneficiaries to receive all or part of the
Option in case of your death, and you may change or revoke such
designation at any time. Such designation shall not be effective
unless and until the Senior Vice President-Human Resources or the
Vice President of Compensation, Benefits and Health Services shall
determine, on advice of counsel, that exercise of the Option by your
beneficiary(ies) does not require any registration, qualification,
consent or approval of any securities exchange or governmental or
regulatory agency or authority. In the event of your death, any
portion of this Option that is subject to such a designation (to the
extent such designation is valid, effective and enforceable under
this agreement and applicable law) shall be distributed to such
beneficiary or beneficiaries in accordance with this agreement. Any
other portion of this Option shall be distributable to your estate.
If there shall be any question as to the legal right of any
beneficiary to receive a distribution hereunder, or to the extent
your designation is not effective, such portion may be exercised by
your estate, in which event neither Lucent nor any Affiliate shall
have any further liability to anyone with respect to such Option.
6. NO RIGHT OF EMPLOYMENT. Neither the Plan nor this agreement shall be
construed as giving you the right to be retained in the employ of Lucent
or any Affiliate.
Form of Agreement for US Optionees
Officer - Active Employee
7. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
8. DETERMINATIONS OF THE COMMITTEE. Any determinations or decisions made or
actions taken arising out of or in connection with the interpretation and
administration of this agreement and the Plan by the Committee shall be
final and conclusive.
9. AMENDMENTS. This agreement may be amended by the Committee provided that
no such amendment shall impair your rights hereunder without your consent.
10. TAXES. Lucent may withhold or require payment of taxes or social insurance
payments due upon the exercise of this Option. Payments may be paid in
cash or a combination of cash and Shares if permitted by the
Administrator.
11. GOVERNING LAW. The validity, construction and effect of this agreement and
the Plan shall be determined in accordance with the laws of the State of
Delaware without giving effect to principles of conflicts of laws.
12. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
13. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-13 hereof, and acknowledge that a
copy of the Plan as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE SOCIAL SECURITY NUMBER: BY:
--------------------------------------------------------------------------------
Form of Agreement for US Optionees
Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1996 LONG TERM INCENTIVE PROGRAM ("PLAN")
NONSTATUTORY STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the Plan.
--------------------------------------------------------------------------------
Pursuant to the Plan, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the Plan and
this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) the last day you can exercise this Option (the "Expiration Date")
is:
(i) the ninetieth day after the Grant Date if your
employment is terminated due to a Company Action, or
(ii) the day preceding the fifth anniversary of the Grant
Date if your employment terminated under circumstances
constituting both a Company Action and Retirement.
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any of its Affiliates under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Minimum Retirement Benefit under the Lucent Supplemental
Pension Plan as defined in such plan;
(iii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary;
(iv) You are at least age 50 with a minimum of 15 years
service with the Company; or
(v) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
3. EXERCISE PROCEDURE. This Option shall be exercised by delivering a notice
to Xxxxxx's agent using the method prescribed by Lucent for this purpose.
Your exercise will become effective only after you have followed the
agent's exercise procedures and paid to the agent, or made arrangements
acceptable to Lucent for the payment to the record keeper of, the exercise
price for the Option and applicable withholding, other taxes or fees. All
payments must be in US dollars by check or other method acceptable to
Lucent or in Shares or a combination of cash and Shares such that the
total of the cash plus the Fair Market Value, as determined in accordance
with procedures established by the Committee, of the Shares on the date of
exercise at least equals the aggregate exercise price of the Shares as to
which the Option is being exercised; provided, however, that any Shares
surrendered as payment must have been owned by you at least six months
prior to the date of exercise.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. NO RIGHT OF EMPLOYMENT. Neither the Plan nor this agreement shall be
construed as giving you the right to be retained in the employ of Lucent
or any Affiliate.
6. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
7. DETERMINATIONS OF THE COMMITTEE. Any determinations or decisions made or
actions taken arising out of or in connection with the interpretation and
administration of this agreement and the Plan by the Committee shall be
final and conclusive.
8. AMENDMENTS. This agreement may be amended by the Committee provided that
no such amendment shall impair your rights hereunder without your consent.
Form of Agreement for US Optionees
Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
9. TAXES. Lucent may withhold or require payment of taxes or social insurance
payments due upon the exercise of this Option. Payments may be paid in
cash or a combination of cash and Shares if permitted by the
Administrator.
10. GOVERNING LAW. The validity, construction and effect of this agreement and
the Plan shall be determined in accordance with the laws of the State of
Delaware without giving effect to principles of conflicts of laws.
11. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
12. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-12 hereof, and acknowledge that a
copy of the Plan as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE SOCIAL SECURITY NUMBER: BY:
--------------------------------------------------------------------------------
Form of Agreement for US Optionees
Officer - Termination of Employment Prior to Grant Date by Reason of Death or
Disability
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1996 LONG TERM INCENTIVE PROGRAM ("PLAN")
NONSTATUTORY STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the Plan.
--------------------------------------------------------------------------------
Pursuant to the Plan, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the Plan and
this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) The last day you can exercise this Option is the day preceding the
fifth anniversary of the Grant Date (the "Expiration Date").
2. EXERCISE PROCEDURE. This Option shall be exercised by delivering a notice
to Xxxxxx's agent using the method prescribed by Lucent for this purpose.
Your exercise will become effective only after you have followed the
agent's exercise procedures and paid to the agent, or made arrangements
acceptable to Lucent for the payment to the record keeper of, the exercise
price for the Option and applicable withholding, other taxes or fees. All
payments must be in US dollars by check or other method acceptable to
Lucent or in Shares or a combination of cash and Shares such that the
total of the cash plus the Fair Market Value, as determined in accordance
with procedures established by the Committee, of the Shares on the date of
exercise at least equals the aggregate exercise price of the Shares as to
which the Option is being exercised; provided, however, that any Shares
surrendered as payment must have been owned by you at least six months
prior to the date of exercise.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. DETERMINATIONS OF THE COMMITTEE. Any determinations or decisions made or
actions taken arising out of or in connection with the interpretation and
administration of this agreement and the Plan by the Committee shall be
final and conclusive.
6. AMENDMENTS. This agreement may be amended by the Committee provided that
no such amendment shall impair your rights hereunder without your consent.
7. TAXES. Lucent may withhold or require payment of taxes or social insurance
payments due upon the exercise of this Option. Payments may be paid in
cash or a combination of cash and Shares if permitted by the
Administrator.
8. GOVERNING LAW. The validity, construction and effect of this agreement and
the Plan shall be determined in accordance with the laws of the State of
Delaware without giving effect to principles of conflicts of laws.
9. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
10. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-10 hereof, and acknowledge that a
copy of the Plan as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE SOCIAL SECURITY NO: BY:
--------------------------------------------------------------------------------
Form of Agreement for Non-US (Where a Specific Form Has Not Been Indicated)
Optionees
Non-Officer - Active Employee
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) Except as provided below, 20% of the Shares covered by this Option
shall become exercisable six months following the Grant Date. 20% of
the Shares covered by this Option shall become exercisable every six
months thereafter. Any fraction of a Share that becomes exercisable
on any date will be rounded down to the next lowest whole number,
and any fraction of a Share shall be added to the portion of the
Option becoming exercisable on the following vesting date.
(b) Except as provided below, the last day you can exercise this Option
is the day preceding the fifth anniversary of the Grant Date (the
"Expiration Date").
(c) Upon the termination of your employment by reason of Retirement, any
portion of this Option which is then exercisable will remain
exercisable until the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(d) Upon the termination of your employment by reason of death or
Disability, any portion of this Option which is not then exercisable
will become exercisable and, along with any portion of this Option
which is then exercisable, will remain exercisable until the
Expiration Date.
(e) Upon the termination of your employment for Cause, this Option will
be canceled.
(f) Upon the termination of your employment as a result of a Company
Action, any portion of this Option that is then exercisable shall
remain exercisable until the earlier of the ninetieth day from the
date of termination or the Expiration Date, and the Company Action
Vesting Portion shall not be forfeited and canceled and shall become
immediately exercisable until the earlier of the ninetieth day after
termination of employment or the original Expiration Date. Any
portion of this Option which is not then exercisable will be
canceled. "Company Action Vesting Portion" is determined as of the
date of termination of employment and shall be the portion of the
Option computed as follows (but not less than zero):
(i) In the event the termination of your employment as a
result of a Company Action occurs within six months of
the Grant Date, the Company Action Vesting Portion will
equal 20% of the Shares covered by this Option.
(ii) In the event the termination of your employment as a
result of a Company Action occurs six months following
the Grant Date or later, the
Company Action Vesting Portion = N x M/D - E, where:
N = the number of Shares originally subject to the
Option,
M = the number of complete months elapsed since the
Grant Date,
D = the number of complete months between the Grant
Date and the date on which the Option was
originally scheduled to become completely
exercisable, and
E = the number of Shares covered by the Option for
which the Option has already become exercisable
(regardless of whether the Option has been
exercised with respect to such Shares).
If your employment terminates under circumstances constituting both
a Company Action and Retirement, the Company Action Vesting Portion
shall become exercisable on the termination date and, together with
any portion of the Option which was already exercisable, shall
remain exercisable until the Expiration Date. Any fraction of a
Share that becomes exercisable pursuant to a Company Action will be
rounded down to the next lowest whole number.
(g) Upon the termination of your employment for any reason other than
Retirement, death, Disability, Cause or Company Action, any portion
of this Option which is then exercisable will remain exercisable
until the earlier of the ninetieth day after termination of
employment or the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(h) It will not be considered a termination of your employment if you
(i) transfer to or from Lucent and any Affiliate or (ii) are placed
on an approved leave of absence. Unless otherwise determined by the
Committee, it will be considered a termination of employment if your
employer ceases to be Lucent or a Subsidiary.
Form of Agreement for Non-US (Where a Specific Form Has Not Been Indicated)
Optionees
Non-Officer - Active Employee
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any Subsidiary under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary; or
(iii) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
(b) DISABILITY. "Disability" means termination of employment under
circumstances where you qualify for and receive payments under a
long-term disability pay plan maintained by the Company or any
Subsidiary or as required by or available under applicable local
law.
(c) CAUSE. "Cause" means:
(i) violation of Xxxxxx's code of conduct, Business
Guideposts;
(ii) conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of theft,
dishonesty or moral turpitude; or
(iii) gross omission or gross dereliction of any statutory or
common law duty of loyalty to Lucent.
3. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following its procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
6. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
7. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
8. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
Form of Agreement for Non-US (Where a Specific Form Has Not Been Indicated)
Optionees
Non-Officer - Active Employee
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-8 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Non-US (Where a Specific Form Has Not Been Indicated)
Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) the last day you can exercise this Option (the "Expiration Date")
is:
(i) is the ninetieth day from the Grant Date if your employment
terminated due to a Company Action, or
(ii) the day preceding the fifth anniversary of the Grant Date if
your employment terminated under circumstances constituting
both a Company Action and Retirement.
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
6. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
Form of Agreement for Non-US (Where a Specific Form Has Not Been Indicated)
Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Non-US (Where a Specific Form Has Not Been Indicated)
Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1997 LONG TERM INCENTIVE PLAN ("1997 LTIP")
STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the 1997 LTIP.
--------------------------------------------------------------------------------
Pursuant to the 1997 LTIP, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the 1997 LTIP
and this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) The last day you can exercise this Option is the day preceding the
fifth anniversary of the Grant Date (the "Expiration Date").
2. EXERCISE PROCEDURE. You may exercise this Option only by contacting the
record keeper for this Option, and following their procedures for
exercising the Option. You can find contact information for the record
keeper in the prospectus for the 1997 LTIP. Please note that Options may
not be exercised by e-mail or by leaving a voice-mail message. Your
exercise will become effective only after you have followed the record
keeper's exercise procedures and paid to the record keeper, or made
arrangements acceptable to Lucent for the payment to the record keeper of,
the exercise price for the Option, and applicable withholding, other taxes
or fees. All payments must be in US dollars by check or other method
acceptable to Lucent.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. GOVERNING LAW. The validity, construction and effect of this agreement and
the 1997 LTIP shall be determined in accordance with the laws of the State
of Delaware in the United States without giving effect to principles of
conflicts of laws.
6. OTHER TERMS.
(a) The 1997 LTIP is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the 1997 LTIP is voluntary. The value of the
Option is an extraordinary item of compensation outside the scope of
your employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) Lucent makes no representation as to the value of this Option or
whether you will be able to realize any profit out of it.
(d) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the 1997 LTIP or
providing plan record keeping services) with such information and
data as it shall request in order to facilitate the grant of options
and administration of the 1997 LTIP and you waive any data privacy
rights you might have with respect to such information.
(e) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(f) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
Form of Agreement for Non-US (Where a Specific Form Has Not Been Indicated)
Optionees
Non-Officer - Termination of Employment Prior to Grant Date by Reason of Death
or Disability
7. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-7 hereof, and acknowledge that a copy
of the 1997 LTIP as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Non-US Optionees
Officer - Active Employee
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1996 LONG TERM INCENTIVE PROGRAM ("PLAN")
NONSTATUTORY STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the Plan.
--------------------------------------------------------------------------------
Pursuant to the Plan, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the Plan and
this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) Except as provided below, 20% of the Shares covered by this Option
shall become exercisable six months following the Grant Date. 20% of
the Shares covered by this Option shall become exercisable every six
months thereafter. Any fraction of a Share that becomes exercisable
on any date will be rounded down to the next lowest whole number,
and any fraction of a Share shall be added to the portion of the
Option becoming exercisable on the following vesting date.
(b) Except as provided below, the last day you can exercise this Option
is the day preceding the fifth anniversary of the Grant Date (the
"Expiration Date").
(c) In the event you are placed on a company initiated leave of absence
as defined in the Officer Severance Policy, for reasons other than
Cause, this Option will continue to vest in accordance with the
Officer Severance Policy.
(d) Upon the termination of your employment by reason of Retirement, any
portion of this Option which is then exercisable will remain
exercisable until the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
(e) Upon the termination of your employment by reason of death or
Disability, any portion of this Option which is not then exercisable
will become exercisable and, along with any portion of this Option
which is then exercisable, will remain exercisable until the
Expiration Date.
(f) Upon the termination of your employment for Cause, this Option will
be canceled.
(g) Upon the termination of your employment as a result of a Company
Action, any portion of this Option that is then exercisable shall
remain exercisable until the earlier of the ninetieth day from the
date of termination or the Expiration Date, and the Company Action
Vesting Portion shall not be forfeited and canceled and shall become
immediately exercisable until the earlier of the ninetieth day after
termination of employment or the original Expiration Date. Any
portion of this Option which is not then exercisable will be
canceled. "Company Action Vesting Portion" is determined as of the
date of termination of employment and shall be the portion of the
Option computed as follows (but not less than zero):
(i) In the event the termination of your employment as a
result of a Company Action occurs within six months of
the Grant Date, the Company Action Vesting Portion will
equal 20% of the Shares covered by this Option.
(ii) In the event the termination of your employment as a
result of a Company Action occurs six months following
the Grant Date or later, the
Company Action Vesting Portion = N x M/D - E, where:
N = the number of Shares originally subject to the
Option,
M = the number of complete months elapsed since the
Grant Date,
D = the number of complete months between the Grant
Date and the date on which the Option was
originally scheduled to become completely
exercisable, and
E = the number of Shares covered by the Option for
which the Option has already become exercisable
(regardless of whether the Option has been
exercised with respect to such Shares).
If your employment terminates under circumstances constituting both
a Company Action and Retirement, the Company Action Vesting Portion
shall become exercisable on the termination date and, together with
any portion of the Option which was already exercisable, shall
remain exercisable until the Expiration Date. Any fraction of a
Share that becomes exercisable pursuant to a Company Action will be
rounded down to the next lowest whole number.
(h) Upon the termination of your employment for any reason other than
Retirement, death, Disability, Cause or Company Action, any portion
of this Option which is then exercisable will remain exercisable
until the earlier of the ninetieth day after termination of
employment or the Expiration Date and any portion of this Option
which is not then exercisable will be canceled.
Form of Agreement for Non-US Optionees
Officer - Active Employee
(i) It will not be considered a termination of your employment if you
(i) transfer to or from Lucent and any Affiliate or (ii) are placed
on an approved leave of absence. Unless otherwise determined by the
Committee, it will be considered a termination of employment if your
employer ceases to be Lucent or a Subsidiary.
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any of its Affiliates under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Minimum Retirement Benefit under the Lucent Supplemental
Pension Plan as defined in such plan;
(iii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary;
(iv) You are at least age 50 with a minimum of 15 years
service with the Company; or
(v) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
(b) DISABILITY. "Disability" means termination of employment under
circumstances where you qualify for and receive payments under a
long-term disability pay plan maintained by the Company or any
Subsidiary or as required by or available under applicable local
law.
(c) CAUSE. "Cause" means:
(i) violation of Xxxxxx's code of conduct, Business
Guideposts;
(ii) conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of theft,
dishonesty or moral turpitude, or
(iii) gross omission or gross dereliction of any statutory or
common law duty of loyalty to Lucent.
3. EXERCISE PROCEDURE. This Option shall be exercised by delivering a notice
to Xxxxxx's agent using the method prescribed by Lucent for this purpose.
Your exercise will become effective only after you have followed the
agent's exercise procedures and paid to the agent, or made arrangements
acceptable to Lucent for the payment to the record keeper of, the exercise
price for the Option and applicable withholding, other taxes or fees. All
payments must be in US dollars by check or other method acceptable to
Lucent or in Shares or a combination of cash and Shares such that the
total of the cash plus the Fair Market Value, as determined in accordance
with procedures established by the Committee, of the Shares on the date of
exercise at least equals the aggregate exercise price of the Shares as to
which the Option is being exercised; provided, however, that any Shares
surrendered as payment must have been owned by you at least six months
prior to the date of exercise.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. TRANSFERABILITY.
(a) Except as provided in Section 5(b), this Option is not transferable
by you other than by will or the laws of descent and distribution,
and during your lifetime the Option may be exercised only by you or
your guardian or legal representative.
(b) This Option may be transferred by you, in accordance with rules
established by the Company, to one or more members of your immediate
family, to a partnership of which the only partners are you and/or
members of your immediate family or a trust established by you for
the benefit of you and/or one or more members of your immediate
family (each such transferee a "Permitted Transferee"). For purposes
of this Section 5(b), your immediate family means your spouse,
parents, children, grandchildren and the spouses of children and
grandchildren. A Permitted Transferee may not further transfer the
Option. An Option transferred pursuant to this Section shall remain
subject to all of the provisions of the Plan and this agreement,
including, but not limited to, the provisions of Sections 1 and 2
relating to the exercise of the Option under termination of your
employment.
6. NO RIGHT OF EMPLOYMENT. Neither the Plan nor this agreement shall be
construed as giving you the right to be retained in the employ of Lucent
or any Affiliate.
7. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
8. DETERMINATIONS OF THE COMMITTEE. Any determinations or decisions made or
actions taken arising out of or in connection with the interpretation and
administration of this agreement and the Plan by the Committee shall be
final and conclusive.
9. AMENDMENTS. This agreement may be amended by the Committee provided that
no such amendment shall impair your rights hereunder without your consent.
Form of Agreement for Non-US Optionees
Officer - Active Employee
10. TAXES. Lucent may withhold or require payment of taxes or social insurance
payments due upon the exercise of this Option. Payments may be paid in
cash or a combination of cash and Shares if permitted by the
Administrator.
11. GOVERNING LAW. The validity, construction and effect of this agreement and
the Plan shall be determined in accordance with the laws of the State of
Delaware in the United States without giving effect to principles of
conflicts of laws.
12. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
13. OTHER TERMS.
(a) The Plan is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the Plan is voluntary. The value of the Option
is an extraordinary item of compensation outside the scope of your
employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the Plan or providing
plan record keeping services) with such information and data as it
shall request in order to facilitate the grant of options and
administration of the Plan and you waive any data privacy rights you
might have with respect to such information.
(d) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(e) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
14. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-14 hereof, and acknowledge that a
copy of the Plan as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE LUCENT HRID: BY:
--------------------------------------------------------------------------------
Form of Agreement for Non-US Optionees
Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1996 LONG TERM INCENTIVE PROGRAM ("PLAN")
NONSTATUTORY STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the Plan.
--------------------------------------------------------------------------------
Pursuant to the Plan, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the Plan and
this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) the last day you can exercise this Option (the "Expiration Date")
is:
(i) the ninetieth day after the Grant Date if your
employment is terminated due to a Company Action, or
(ii) the day preceding the fifth anniversary of the Grant
Date if your employment terminated under circumstances
constituting both a Company Action and Retirement.
2. DEFINITIONS.
(a) RETIREMENT. "Retirement" means termination of employment with Lucent
or any of its Affiliates under any of the following circumstances or
entitlements:
(i) Service Pension under the Lucent Retirement Income Plan
as defined in such plan;
(ii) Minimum Retirement Benefit under the Lucent Supplemental
Pension Plan as defined in such plan;
(iii) Similar pension under any comparable plan or arrangement
with the Company or a Subsidiary;
(iv) You are at least age 50 with a minimum of 15 years
service with the Company; or
(v) The sum of your years of service with the Company and
your age at retirement equals or exceeds seventy-five.
3. EXERCISE PROCEDURE. This Option shall be exercised by delivering a notice
to Xxxxxx's agent using the method prescribed by Lucent for this purpose.
Your exercise will become effective only after you have followed the
agent's exercise procedures and paid to the agent, or made arrangements
acceptable to Lucent for the payment to the record keeper of, the exercise
price for the Option and applicable withholding, other taxes or fees. All
payments must be in US dollars by check or other method acceptable to
Lucent or in Shares or a combination of cash and Shares such that the
total of the cash plus the Fair Market Value, as determined in accordance
with procedures established by the Committee, of the Shares on the date of
exercise at least equals the aggregate exercise price of the Shares as to
which the Option is being exercised; provided, however, that any Shares
surrendered as payment must have been owned by you at least six months
prior to the date of exercise.
4. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
5. NO RIGHT OF EMPLOYMENT. Neither the Plan nor this agreement shall be
construed as giving you the right to be retained in the employ of Lucent
or any Affiliate.
6. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
7. DETERMINATIONS OF THE COMMITTEE. Any determinations or decisions made or
actions taken arising out of or in connection with the interpretation and
administration of this agreement and the Plan by the Committee shall be
final and conclusive.
8. AMENDMENTS. This agreement may be amended by the Committee provided that
no such amendment shall impair your rights hereunder without your consent.
9. TAXES. Lucent may withhold or require payment of taxes or social insurance
payments due upon the exercise of this Option. Payments may be paid in
cash or a combination of cash and Shares if permitted by the
Administrator.
Form of Agreement for Non-US Optionees
Officer - Termination of Employment Prior to Grant Date by Reason of Company
Action
10. GOVERNING LAW. The validity, construction and effect of this agreement and
the Plan shall be determined in accordance with the laws of the State of
Delaware in the United States without giving effect to principles of
conflicts of laws.
11. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
12. OTHER TERMS.
(a) The Plan is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the Plan is voluntary. The value of the Option
is an extraordinary item of compensation outside the scope of your
employment contract, if any. As such, the Option is not part of
normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments.
(c) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the Plan or providing
plan record keeping services) with such information and data as it
shall request in order to facilitate the grant of options and
administration of the Plan and you waive any data privacy rights you
might have with respect to such information.
(d) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(e) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
13. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-13 hereof, and acknowledge that a
copy of the Plan as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE GLOBAL HRID BY:
--------------------------------------------------------------------------------
Form of Agreement for Non-US Optionees
Officer - Termination of Employment Prior to Grant Date by Reason of Death or
Disability
[Lucent Technologies Logo]
LUCENT TECHNOLOGIES INC. 1996 LONG TERM INCENTIVE PROGRAM ("PLAN")
NONSTATUTORY STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
Name Grant Date
[Name] November [X], 2002
--------------------------------------------------------------------------------
Capitalized terms not otherwise defined herein shall have the same meanings as
in the Plan.
--------------------------------------------------------------------------------
Pursuant to the Plan, you have been granted effective as of the Grant Date
indicated above an option (the "Option") to purchase from Lucent Technologies
Inc. ("Lucent") X,XXX common shares, par value $.01 of Lucent ("Shares") at the
price of US$X.XX per Share, subject to the terms and conditions of the Plan and
this agreement.
1. EXERCISABILITY OF OPTION. This Option may be exercised as follows:
(a) 100% of the Shares covered by this Option shall become exercisable
on the Grant Date.
(b) The last day you can exercise this Option is the day preceding the
fifth anniversary of the Grant Date (the "Expiration Date").
2. EXERCISE PROCEDURE. This Option shall be exercised by delivering a notice
to Xxxxxx's agent using the method prescribed by Lucent for this purpose.
Your exercise will become effective only after you have followed the
agent's exercise procedures and paid to the agent, or made arrangements
acceptable to Lucent for the payment to the record keeper of, the exercise
price for the Option and applicable withholding, other taxes or fees. All
payments must be in US dollars by check or other method acceptable to
Lucent or in Shares or a combination of cash and Shares such that the
total of the cash plus the Fair Market Value, as determined in accordance
with procedures established by the Committee, of the Shares on the date of
exercise at least equals the aggregate exercise price of the Shares as to
which the Option is being exercised; provided, however, that any Shares
surrendered as payment must have been owned by you at least six months
prior to the date of exercise.
3. ISSUANCE OF LUCENT SHARES. Following exercise of any portion of this
Option, Lucent will issue the number of Shares purchased under this
Option. Neither you nor anyone else shall be, or have any of the rights
and privileges of, a shareholder of Lucent in respect of any Shares
purchasable upon the exercise of this Option, in whole or in part, unless
and until such Shares shall have been issued.
4. REGULATORY APPROVALS. If the Senior Vice President - Human Resources or
the Vice President of Compensation, Benefits and Health Services of the
Company, or their successor, determines, on advice of counsel, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any law, or the consent or approval of any governmental
or regulatory agency or authority, is necessary or desirable as a
condition of, or in connection with, the exercise of the Option, no
portion of the Option may be exercised until or unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained. The foregoing shall not be construed as requiring any such
listing, registration, qualification, consent or approval.
5. DETERMINATIONS OF THE COMMITTEE. Any determinations or decisions made or
actions taken arising out of or in connection with the interpretation and
administration of this agreement and the Plan by the Committee shall be
final and conclusive.
6. AMENDMENTS. This agreement may be amended by the Committee provided that
no such amendment shall impair your rights hereunder without your consent.
7. TAXES. Lucent may withhold or require payment of taxes or social insurance
payments due upon the exercise of this Option. Payments may be paid in
cash or a combination of cash and Shares if permitted by the
Administrator.
8. GOVERNING LAW. The validity, construction and effect of this agreement and
the Plan shall be determined in accordance with the laws of the State of
Delaware in the United States without giving effect to principles of
conflicts of laws.
9. VALUE OF OPTION. Lucent makes no representation as to the value of this
Option or whether you will be able to realize any profit out of it.
10. OTHER TERMS.
(a) The Plan is discretionary in nature and Lucent may cancel or
terminate it at any time. The grant of Options is a one-time benefit
and does not create any contractual or other right to receive a
grant of options or benefits in lieu of options in the future.
Future grants, if any, will be at the sole discretion of Lucent,
including, but not limited to, the timing of any grant, the number
of options, vesting provisions and the exercise price.
(b) Your participation in the Plan is voluntary. The value of the Option
is an extraordinary item of compensation outside the scope of your
employment contract, if any. As such, the Option is not part of
normal or expected compensation for
Form of Agreement for Non-US Optionees
Officer - Termination of Employement Prior to Grant Date by Reason of Death or
Disability
purposes of calculating any severance, resignation, redundancy, end
of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments.
(c) You hereby request, authorize, and direct your employer to xxxxxxx
Xxxxxx (and any agent of Lucent administering the Plan or providing
plan record keeping services) with such information and data as it
shall request in order to facilitate the grant of options and
administration of the Plan and you waive any data privacy rights you
might have with respect to such information.
(d) Your Option may not be assigned, sold, encumbered, or in any way
transferred or alienated.
(e) You understand that should you die owning shares of Lucent stock or
rights to acquire such stock, the stock or rights may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential tax.
11. BLACK OUT PERIODS. In connection with significant corporate transactions
or developments such as spin-offs or stock splits, Lucent reserves the
right to designate periods during which you may not exercise this Option.
--------------------------------------------------------------------------------
Please indicate your acceptance of terms 1-11 hereof, and acknowledge that a
copy of the Plan as currently in effect has been made available to you, by
signing at the place provided and returning the original of this agreement.
ACCEPTED AND AGREED: LUCENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
SIGNATURE GLOBAL HRID BY:
--------------------------------------------------------------------------------
