FORM OF STOCK OPTION AGREEMENT
EXHIBIT 10.65
STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT is made and entered into as of the date set
forth in the attachment hereto between WILMINGTON TRUST CORPORATION, a Delaware
corporation (the "Corporation"), and ___________ whose name is set forth on the
attachment hereto ("_________").
BACKGROUND
A. The Corporation has determined that its interests will be advanced by
providing an incentive to _____________ to acquire a proprietary interest in the
Corporation and, as a stockholder, to share in its success, with added incentive
to work effectively for and in the Corporation's interests.
B. Unless otherwise provided herein, capitalized terms used herein shall
have the meanings given to them in the Corporation's ________________ Plan (the
"Plan").
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Grant. Subject to the provisions of the Plan, ______________ hereby is
granted, as a matter of separate agreement and not in lieu of salary or any
other compensation for services, the right and option (the "Option") to purchase
up to the number of full shares of the Corporation's common stock set forth in
the attachment hereto, which may be authorized but unissued shares or previously
issued shares which the Corporation has re-acquired and holds in its treasury.
The Option shall be an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), with respect to the number of
shares so reflected on the attachment hereto and a non-statutory stock option
with respect to the number of shares so reflected on the attachment hereto.
2. Price. The purchase price of each of the shares described in Paragraph
1 above shall be set forth in the attachment hereto.
3. When Exercisable. The Option may not be exercised prior to
_____________ from the date hereof. Thereafter, and from time to time,
________________ may exercise the Option, in whole or in part, at any time
within a period of ___ years after the date set forth in the attachment hereto,
subject to earlier termination as provided in Paragraph 6 below.
4. How Exercisable. _____________ may exercise the Option by delivering
written notice to the Corporation specifying the number of shares to be
acquired. That notice shall be accompanied either by (a) a check in full payment
of the Option price per share, (b) delivery of full shares of the Corporation's
common stock duly owned by _______________ (and for which ________________ has
good title, free and clear of any liens or encumbrances) in negotiable form and
having a Market Value Per Share on the date of exercise equal to the Option
price of the shares being acquired (which may include shares to be issued in
connection with the exercise of the Option, subject to such rules as the
Committee deems appropriate), (c) any combination of cash and such shares equal
in value to the exercise price, or (d) delivery of other consideration that the
Committee deems appropriate (including payment in accordance with a cashless
exercise program under which, if _______________ so instructs, shares may be
issued directly to
_____________'s broker or dealer upon receipt of the full exercise price from
the broker or dealer). Until that payment, ______________ shall have no rights
in the stock being acquired.
______________ acknowledges that all shares acquired by him or her
pursuant hereto are and will be acquired for investment only and not for
distribution. _____________ shall provide the Corporation with a written
representation, signed by him or her, to that effect upon request.
5. Transfer. The Option is not transferable by _____________ otherwise
than by will or pursuant to the laws of descent and distribution or, in certain
circumstances, pursuant to a qualified domestic relations order, as defined in
the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income
Security Act of 1974, as amended.
6. Termination of Option.
a. If _________________'s employment is terminated for any reason other
than retirement, death, or disability, whether by resignation or discharge, the
Option shall be cancelled effective as of the date that employment is
terminated.
b. In the case of _______________'s death, the Option shall terminate in
accordance with the terms and conditions of the Plan.
c. If ______________'s employment terminates due to disability or
retirement, the Option shall, at _______________'s election, vest immediately if
not already vested, and shall be exercisable until the earlier of the expiration
date of the Option or _______ years after the date of the disability or
retirement. If _____________ has died before then, the Option shall be
exercisable only by the person or persons to whom ________________'s rights
under the Option passed under ________________'s will or by the laws of descent
and distribution.
d. In the event of a Change in Control, the Option shall, to the extent it
is outstanding and unexercised, become exercisable in accordance with the terms
and conditions of the Plan.
7. Plan Provisions Control Award Terms; Modifications. The Option is
granted pursuant and subject to the terms and conditions of the Plan, the
provisions of which are incorporated by reference herein. If any provision
hereof conflicts with any provision of the Plan as constituted on the Date of
Grant, the terms of the Plan shall control. The Option shall not be modified
after the Date of Grant except by written agreement between the Corporation and
________________; provided, however, that such modification (a) shall not be
inconsistent with the Plan and (b) shall be approved by the Committee.
In all other respects, all questions relating to the validity,
interpretation, construction, and enforcement hereof shall be governed by
Delaware law.
8. Taxes. The Corporation shall be entitled to withhold (or secure payment
from ______________ in lieu of withholding) the amount of any withholding or
other tax required to be withheld or paid by the Corporation by law with respect
to any shares issuable hereunder, or upon a disqualifying disposition of shares
received pursuant to the exercise of the portion of the Option, if any, which is
an incentive stock option under Section 422 of the Code. The Corporation may
defer issuance of shares upon the exercise of the Option unless the Corporation
is indemnified to its satisfaction against any liability for any such tax. The
amount of that withholding or tax payment shall be determined by the Committee
or its delegate. _______________ may satisfy his or her tax withholding
obligation by: (a) paying cash to the Corporation and/or (b) delivering to the
Corporation a number of shares of the Corporation's stock or withholding from
the Option, at the appropriate time, a number of shares, in either case
sufficient, based upon the Market Value Per Share of those shares, to satisfy
those tax
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withholding requirements. The Committee shall be authorized, in its sole
discretion, to establish rules and procedures relating to any such withholding
methods it deems necessary or appropriate (including, without limitation, rules
and procedures relating to elections to have shares withheld upon exercise of
the Option) to meet those withholding obligations.
9. Continuation in Employment. Nothing herein shall be deemed to confer on
_______________any right to continue in the employ of the Corporation or any of
its subsidiaries or to interfere in any way with the right of the Corporation or
any of its subsidiaries to terminate his or her employment at any time.
10. Notice of Disposition of Shares. _________________ agrees that, if he
or she disposes of any shares acquired on the exercise of the Option (including
a disposition by sale, exchange, gift, or other transfer of legal title) within
12 months after the date any portion, thereof is exercised, ________________
shall notify the Corporation promptly.
11. Counterparts. This Stock Option Agreement may be executed in one or
more counterparts, and when the Corporation and __________________ have each
executed at least one counterpart, this Stock Option Agreement shall be deemed
valid and in full force and effect as of the date set forth on the attachment
hereto.
IN WITNESS WHEREOF, by the Corporation's execution hereto and
__________________'s execution of the attachment hereto, the parties have
executed and delivered this Stock Option Agreement as of the date first written
on the attachment hereto.
WILMINGTON TRUST CORPORATION
By:___________________________________
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ATTACHMENT TO STOCK OPTION AGREEMENT DATED
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All of the terms and conditions of the Stock Option Agreement dated
_______________ to which this Attachment is attached are incorporated by
reference as fully as if set forth herein.
Date of Grant: ______________________
Staff Member: ________________________
Incentive Stock Option for: __________ Shares
Non-Statutory Stock Option for: ______________ Shares
Exercise price per share: $_______________
_______________________________________________(SEAL)
Signature
______________________________________________ (PRINCIPAL RESIDENCE)
______________________________________________
