Exhibit 10.8
XXXXXXXX CORPORATION
1999 PERFORMANCE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement (this "Agreement"), along with its cover
page, represents the agreement regarding the grant of a stock option (the
"Option") by and between the Company and the Optionee pursuant to the
Xxxxxxxx Corporation 1999 Performance Plan (the "Plan").
1. GRANT OF OPTION. The Company hereby grants to the 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 the 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. The Option shall become exercisable as
provided on 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 the
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
the Option are as follows:
a. METHOD OF EXERCISE OF OPTION. The 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 the Company stating
the number of shares with respect to which the Option is being
exercised, accompanied by payment (i) by check or, in the
discretion of the Compensation and Organization Committee, by
either (ii) the delivery to the Company of shares of Common Stock
then owned by the Optionee having a fair market value equal to
the exercise price of all shares of Common Stock subject to such
exercise or (iii) by any combination of the foregoing.
b. TERMINATION OF OPTION. The Option, to the extent exercisable on
the date that the Optionee ceases to be an employee of the
Company, shall terminate in all events on the earliest to occur
of the following:
(i) the Expiration Date specified in the cover page; or
(ii) three months after the date on which the Optionee
ceases to be an employee of the Company for any reason
other than death, retirement or disability; or
(iii) twelve months after the date on which the Optionee
ceases to be an employee of the Company due to death;
or
(iv) twelve months after the date on which the Optionee
ceases to be an employee of the Company due to
retirement or disability, provided, however, that, if
the 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. The Option is non-transferable by
the Optionee except by will or the laws of descent and
distribution or pursuant to a Qualified Domestic Relations Order
(as defined in the Plan) or to a Permissible Transferee (as
defined in the Plan), and shall be exercisable during the
Optionee's lifetime only by the Optionee or by a Permissible
Transferee. In the event of the Optionee's death, a Permissible
Transferee or the executor or administrator of the Optionee's
estate, as applicable, may exercise the Option.
d. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. If the Company
shall at any time change the number of issued shares of Common
Stock without new consideration to the Company (such as by stock
dividends or stock splits), there shall be a corresponding
adjustment as to the number of shares covered under the Option
and in the purchase price per share, to the end that the Optionee
shall retain the Optionee's proportionate interest without change
in the total purchase price under the Option.
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