Exhibit 10.7
XXXXXXXX CORPORATION
1994 PERFORMANCE PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement (hereinafter "Agreement"), along with
its cover page, represents the agreement regarding the grant of a stock
option by and between Xxxxxxxx Corporation (hereinafter "Company") and
Optionee pursuant to the Xxxxxxxx Corporation 1994 Performance Plan
(hereinafter "Plan").
1. GRANT OF OPTION. Company hereby grants to Optionee the right,
privilege and option to purchase the number of shares of common
stock, $1.00 par value per share (the "Common Stock"), of Company
at a price per share, both as reflected in the cover page, in the
manner and subject to the conditions provided herein. The Option is
not intended to be an Incentive Stock Option, as defined in Section
422 of the Internal Revenue Code of 1986, as amended, with respect
to any shares subject hereto.
2. TIME OF EXERCISE OF OPTION. This Option shall become exercisable as
provided in the cover page. The portion(s) of the Option designated
on the cover page will become exercisable on the date(s) set forth
thereon only to the extent that the Optionee is employed by Company
on such date(s). Once exercisable, the Option shall remain
exercisable until such Option terminates pursuant to Section 3.b.
of this Agreement.
3. INCORPORATION OF STOCK PLAN. This Agreement is entered into
pursuant to the Plan, which Plan is by this reference incorporated
herein and made a part hereof. The material provisions of the Plan
applicable to this Option are as follows:
a. METHOD OF EXERCISE OF OPTION. This Option shall be exercisable
in whole or in part to the extent then exercisable, by written
notice delivered to the Office of General Counsel of Company
stating the number of shares with respect to which the Option
is being exercised, accompanied by payment either (i) by
check, (ii) by delivery to Company of shares of Common Stock
then owned by Optionee having a fair market value equal to the
purchase price of all shares of Common Stock subject to such
exercise, or (iii) by a combination of (i) and (ii) hereof.
b. TERMINATION OF OPTION. This Option, to the extent exercisable
on the date that the Optionee ceases to be an employee of
Company, shall terminate in all events on the earliest to
occur of the following:
(i) the Expiration Date specified in the cover page hereof, or
(ii) three months after the date on which Optionee ceases to
be an employee of Company for any reason other than
death, retirement or disability, or
(iii) twelve months after the date on which Optionee ceases to
be an employee of Company because of death, or
(iv) twelve months after the date on which Optionee ceases to
be an employee of Company because of retirement or
disability, provided, however that if Optionee dies
within the twelve-month period after his or her
termination of employment due to retirement or
disability, then three months after his or her death or
the remainder of the twelve-month period, whichever is
longer.
c. NON-TRANSFERABILITY OF OPTION. This Option is non-transferable
by Optionee except by will or the laws of descent and
distribution or, with respect to an option which is not an
ISO, to a Permissible Transferee, and shall be exercisable
during Optionee's lifetime only by Optionee or by a
Permissible Transferee. In the event of Optionee's death, a
Permissible Transferee or the Post-Death Representative, as
applicable, may exercise this Option.
d. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the event
of the payment of a stock dividend, a split-up or
consolidation of shares, or any like capital adjustment of
Company then to the extent the Option hereunder remains
outstanding and unexercised, there shall be a corresponding
adjustment as to the number of shares covered under this
Option, and in the purchase price per share, to the end that
Optionee shall retain Optionee's proportionate interest
without change in the total purchase price under this Option.
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