BOWNE & CO., INC. Stock Option Agreement
Exhibit 10.11
XXXXX & CO., INC.
This Stock Option Agreement (“Agreement”) is made as of «Date_of_Grant», by Xxxxx & Co., Inc.,
a corporation organized under the laws of the State of Delaware (the “Company”), and «Name»
(“Optionee”), whose address is in care of Xxxxx & Co., Inc., pursuant to the 2000 Stock Incentive
Plan of the Company, amended and restated as of December 31, 2008 (the “Plan”). The terms of the
Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in
this Agreement unless the context otherwise requires. If there is any conflict between the
provisions of this document and mandatory provisions of the Plan, the provisions of the Plan
govern. By accepting this grant Optionee agrees to be bound by all of the terms and provisions of
the Plan (as presently in effect or later amended), the rules and regulations under the Plan
adopted from time to time, and the decisions and determinations of the Compensation and Management
Development Committee of the Company’s Board of Directors (the “Committee”) made from time to time.
Option Grant, Number of Underlying Shares and Exercise Price. The Company hereby awards to
Optionee an option (the “Option”) to acquire «Recommended_Options_» shares of the Company’s common
stock (the “Stock”) at an exercise price of «Price» per share (the “Exercise Price”), which shall
not be less than Fair Market Value on the Grant Date subject to the terms and conditions set forth
in this Agreement and the Plan. The number of shares subject to the Option, the exercise price,
and other Option terms are subject to adjustment in accordance with the Plan. The Option is a
non-qualified stock option and not an incentive stock option under Section 422 of the Internal
Revenue Code.
Dates Exercisable and Termination Date. Optionee may purchase 25% of the aforesaid shares only on
or after the first anniversary of the date hereof, 25% on the second anniversary of the date
hereof, 25% on the third anniversary of the date hereof, and the remaining 25% of the aforesaid
shares only on or after the fourth anniversary of the date hereof; provided, however, that the
Option will be exercisable immediately upon a Change in Control. In no event may this Option be
exercised after «Expiration_Date» (the “Termination Date”).
Non-Transferability. The Option shall, during Optionee’s lifetime, be exercisable only by him or
her, and neither it nor any right hereunder shall be transferable otherwise than by will or the
laws of descent and distribution or be subject to attachment, execution or other similar process.
In the event of any attempt by Optionee to alienate, assign, pledge, hypothecate or otherwise
dispose of this Option or of any other right hereunder, except as provided for in the Plan, or in
the event of any levy or any attachment, execution or similar process upon the rights or interest
hereby conferred, the Committee may terminate this Option by notice to Optionee and it shall
thereupon become null and void.
Termination of Employment. If, prior to the Termination Date, Optionee shall cease to be employed
by the Company or a subsidiary thereof, otherwise than by reason of Retirement (as defined herein),
disability or death, the Option shall remain exercisable until the Termination Date or until the
date three months after the date of cessation of employment, whichever occurs first, to the extent
it was exercisable at the time of cessation of employment, whereupon the Option shall terminate
together with all of Optionee’s rights hereunder.
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If, prior to the Termination Date, Optionee shall cease to be employed by the Company or a
subsidiary thereof by reason of a Retirement, the Option shall not be forfeited, but shall remain
outstanding until the Termination Date (except as otherwise limited under the Plan or this
Agreement); provided, however, that any portion of the Option that had not vested and become
exercisable prior to the date of Retirement shall thereafter become exercisable only at such time
as a portion of the Option would have become both vested and exercisable had the Optionee’s
employment not terminated. For purposes of this Agreement, “Retirement” or “Retired” shall mean a
termination of Optionee’s employment with the Company or a subsidiary after Optionee has attained
age 65 or has attained age 55 and five years of service with the Company and its subsidiaries,
excluding a termination by the Company or a subsidiary for cause (as determined by the Committee).
If, prior to the Termination Date, Optionee shall cease to be employed by the Company or a
subsidiary thereof by reason of a disability, the Option shall remain exercisable until the
Termination Date or until the date one year after the date of cessation of employment, whichever
occurs first, to the extent it was exercisable at the time of cessation of employment, whereupon
the Option shall terminate together with all of Optionee’s rights hereunder.
In the event of the death of Optionee prior to the Termination Date while employed by the
Company or any subsidiary thereof, or thereafter in the case of an Option exercisable after his
cessation of employment, each Option held by Optionee may be exercised at any time or from time to
time until the earliest of (i) the Termination Date, (ii), if Optionee had previously Retired or
could have Retired at the time he died while still employed, until the date three years after the
date of his death, or (iii), if Optionee had not previously Retired and could not have Retired at
the time of his death while still employed, one year after the date of his death. Such option
shall be exercisable during the applicable periods, by the person or persons to whom Optionee’s
rights under each Option shall pass by will or by the applicable laws of descent and distribution
or pursuant to a valid designation of beneficiary filed by Optionee with the Committee, but such
Option shall be exercisable only to the extent, if any, that Optionee was entitled to exercise it
on the date of his death. At the end of such exercisability period, such Option shall terminate
together with all of the rights of the person entitled to exercise it hereunder.
Forfeiture. Subject to the specific provisions of the Plan, the unexercised Option may be forfeited
in certain events. Among such events are Optionee’s engaging in a business directly in competition
with a business conducted by the Company; Optionee’s inducement of a customer or supplier of the
Company not to continue to do business with the Company; Optionee’s influencing an employee of the
Company or a subsidiary to terminate employment; and Optionee’s disclosure or use of information
proprietary to the Company, except as authorized by the Company in the course of his or her
employment, all as determined by the Committee in each particular case.
How to Exercise Option. Subject to the provisions of the Plan, this Option may be exercised by
written notice to the Company stating the number of shares with respect to which it is being
exercised and (i) accompanied by payment of the Exercise Price by a check payable to the order of
the Company in New York Clearing House funds, or (ii) if acceptable to the Committee, by surrender
or delivery to the Company of shares of its Stock with a Fair Market Value equal to or less than
the Exercise Price or through a written election of Optionee to have shares of Stock with a Fair
Market Value equal to or less than the Exercise Price withheld from the shares Optionee would
otherwise receive, plus delivery of a check for any difference. As soon as practicable after
receipt of such notice and payment, the Company shall, without transfer or issue tax or other
incidental expense to Optionee, deliver to Optionee at the offices of the Company or such other
place as may be mutually acceptable or, at the election of the Company, by first-class insured mail
addressed to Optionee at his or her address shown in the employment records of the Company or at
the location at which Optionee is employed by
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the Company or a subsidiary, a certificate or certificates for previously unissued shares or
reacquired shares of its Stock, as the Company may elect.
Legal Compliance. The Company may postpone the time of issuance or delivery of certificates of its
Stock or payment of other benefits pursuant to this Option if the Company reasonably anticipates
that the delivery of such Stock or payment of other benefits would violate any federal or state
law, rule or regulation and may require any Optionee to make such representations, furnish such
information and comply with or be subject to such other conditions as it may consider appropriate
in connection with the issuance or delivery of Stock or payment of other benefits in compliance
with applicable laws, rules, and regulations, provided however that delivery of certificates of
Stock or payment of other benefits shall be made at the earliest date at which the Company
reasonably anticipates that such delivery of Stock or payment of other benefits will not cause a
violation of the applicable laws, rules and regulations.
If Optionee fails to accept delivery of the shares of Stock of the Company upon tender of delivery
thereof, his or her right to exercise this Option with respect to such undelivered shares may be
terminated.
IN WITNESS WHEREOF, XXXXX & CO., INC. has caused this Agreement to be executed by an officer of the
Company thereunto duly authorized and Optionee has executed this Agreement, as of the
«Date_of_Grant».
| XXXXX & CO., INC. | ||||
| By: | ||||
| SVP, Human Resources | ||||
| OPTIONEE: | ||||
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