Restricted Stock Unit Grant Agreement - additional terms & conditions
Exhibit
10(o)
Restricted Stock Unit Grant
Agreement - additional terms & conditions
1. Grant of
Restricted Stock Units. The Management Development and
Compensation Committee (“Committee”) of the Board of Directors of General
Electric Company (“Company”) has granted Restricted Stock Units with Dividend
Equivalents (“RSUs”) to the individual named in this Grant Agreement
(“Grantee”). Each RSU entitles the Grantee to receive from the
Company (i) one share of General Electric Company common stock, par value $0.06
per share (“Common Stock”) for which the restrictions set forth in paragraph 3
lapse in accordance with their terms, and (ii) cash payments based on dividends
paid to shareholders of such stock, each in accordance with the terms of this
Grant, the GE 2007 Long Term Incentive Plan (“Plan”), and any rules and
procedures adopted by the Committee.
2. Dividend
Equivalents. Until such time as the following restrictions
lapse or the RSUs are cancelled, whichever occurs first, the Company will pay
the Grantee a cash amount equivalent in value to the per share quarterly
dividend payment made to shareholders of the Company’s Common Stock, with such
payments to be made reasonably promptly after the payment date of each quarterly
dividend.
3. Restrictions. Restrictions
on the number of RSUs specified in this Grant Agreement will lapse on the
designated Restriction Lapse Dates only if the Grantee has been continuously
employed by the Company or one of its affiliates to such dates. RSUs
shall be immediately cancelled upon termination of employment, except as
follows:
a. Employment
Termination Due to Death. If the Grantee’s employment with the
Company or any of its affiliates terminates as a result of the Grantee’s death,
then restrictions on all RSUs shall immediately lapse.
b. Employment
Termination Due to Transfer of Business to Successor
Employer. If the Grantee’s employment with the Company or any
of its affiliates terminates as a result of employment by a successor employer
to which the Company has transferred a business operation, then restrictions on
all RSUs shall immediately lapse.
c. Employment
Termination More Than One Year After Grant Date. If, on or
after the first anniversary of the Grant Date, the Grantee’s employment with the
Company or any of its affiliates terminates as a result of any of the reasons
set forth below, or the Grantee becomes eligible to retire, each as defined
below, then restrictions on RSUs shall automatically lapse or the RSUs shall be
cancelled as provided below (subject to any rules adopted by the
Committee):
(i) Termination
for Retirement or Total Disability. Restrictions on all RSUs
shall immediately lapse if (a) the Grantee becomes eligible for Optional
Retirement at or after age 60 under the U.S. GE Pension Plan, (b) the Grantee is
not a participant in the U.S. GE Pension Plan and becomes eligible to retire
under another retirement plan or program of the Company or any of its affiliates
on or after Grantee has attained age 60 and accumulated 5 or more years of
qualifying service with the Company and any of its affiliates, or (c) the
Grantee’s employment with the Company or any of its affiliates terminates as a
result of a total disability, i.e., the inability to perform any job for which
the Grantee is reasonably suited by means of education, training or
experience.
(ii) Termination
for Layoff or Plant Closing. If the Grantee’s employment with
the Company or any of its affiliates terminates as a result of a layoff or plant
closing, each as defined in the Company’s U.S. Layoff Benefit Plan, then
restrictions on RSUs scheduled to lapse on the first Restriction Lapse Date, or
during protected service if applicable, shall immediately lapse, and the
remaining RSUs covered by this Grant shall be immediately
cancelled.
(iii) Termination
Due to Other Reasons. If the Grantee’s employment with the Company or any
of its affiliates terminates for any other reason, and the Grantee and the
Company have not entered into a written separation agreement explicitly
providing otherwise in accordance with rules and procedures adopted by the
Committee, then the remaining RSUs shall be immediately cancelled.
d. Affiliate. For
purposes of this Grant, “affiliate” shall mean (i) any entity that, directly or
indirectly, is owned 50% or more by the Company and thereby deemed under its
control and (ii) any entity in which the Company has a significant equity
interest as determined by the Committee. Transfer of employment among
the Company and any of its affiliates is not a termination of employment for
purposes of this Grant.
4. Delivery
and Withholding Tax. Upon the lapse of restrictions set forth
in paragraph 3 in accordance with their terms, the Company shall deliver to the
Grantee by mail or otherwise a certificate for such shares as soon as
practicable, provided however, that the date of issuance or delivery may be
postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any applicable listing requirements of any
national securities exchange and requirements under any law or regulation
applicable to the issuance or transfer of such shares. Further, the
Grantee shall pay to or reimburse the Company for any federal, state, local or
foreign taxes required to be withheld and paid over by it, at such time and upon
such terms and conditions as the Company may prescribe before the Company shall
be required to deliver such shares.
5. Alteration/Termination. The
Company shall have the right at any time in its sole discretion to amend, alter,
suspend, discontinue or terminate any RSUs without the consent of the
Grantee. Also, the RSUs shall be null and void to the extent the
grant of RSUs or the lapse of restrictions thereon is prohibited under the laws
of the country of residence of the Grantee.
6. Plan
Terms. All terms used in this Grant have the same meaning as
given such terms in the Plan, a copy of which will be furnished upon
request.
7. Entire
Agreement. This Grant, the Plan, and the rules and procedures
adopted by the Committee contain all of the provisions applicable to the RSUs
and no other statements, documents or practices may modify, waive or alter such
provisions unless expressly set forth in writing, signed by an authorized
officer of the Company and delivered to the Grantee.
This
document constitutes part of a prospectus covering securities that have been
registered under the Securities Act of 1933, as amended.
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