EXHIBIT 10.17
XXXXX XXXXXX INCORPORATED
NONQUALIFIED STOCK OPTION AGREEMENT
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Grantee Shares Granted
Pursuant to action taken by the Compensation Committee of the Board of Directors
of Xxxxx Xxxxxx Incorporated, a Delaware corporation (the "Company"), for the
purposes of administration of the Xxxxx Xxxxxx Incorporated 1993 Stock Option
Plan (the "Plan"), the above-named Grantee is hereby granted a nonqualified
stock option to purchase the above number of shares of the Company's $1 par
value per share common stock at the exercise price of (Price) for each share
subject to this option, payable at the time of exercise. Subject to the terms
of the Plan regarding exercise, (i) twenty percent (20%) of the shares subject
to this option are immediately vested and this option is exercisable with
respect thereto on the date of grant, and this option will be exercisable with
respect to subsequent increments of twenty percent (20%) of the shares subject
to this option on each of the next four (4) anniversaries of the grant date, and
(ii) if the closing price of the Company Common Stock on the New York Stock
Exchange increases to at least $50.00 per share and thereafter the closing price
of the Company Common Stock on the New York Stock Exchange averages $50.00 per
share or above for a period of ten consecutive trading days, any unvested
portion of this option shall immediately vest in its entirety; in each case,
provided the Grantee remains in the employment of the Company. This option may
not be exercised after (Date).
The following provisions will apply in the event of Grantee's termination of
employment:
1. If Grantee's employment is terminated for any reason (other than
death, retirement or disability pursuant to paragraphs 4 and 5 below),
this option will wholly and completely terminate on the date of termination
of employment, to the extent it is not then exercisable.
2. If Grantee's employment is terminated because of fraud, theft or
embezzlement committed against the Company or one of its subsidiaries, or
for conflict of interest as provided in the Plan, this option will wholly
and completely terminate on the date of termination of employment.
3. If Grantee's employment is terminated for any reason other than
death, retirement, disability, fraud, theft, embezzlement or conflict of
interest as provided in the Plan, Grantee shall have three months from the
date of termination of employment to exercise this option, to the extent
then exercisable (but in no event later than (Date)).
4. In the event of the retirement (such that the Grantee's age plus
years of service with the Company equals or exceeds 65) or disability of
the Grantee, all granted but unvested options shall immediately vest upon
the Grantee's retirement or disability. The Grantee shall have three years
from the date of termination of employment due to retirement or disability
to exercise this option (but in no event later than (Date)).
5. Upon the death of the Grantee in active service, all granted but
unvested options shall immediately vest upon the Grantee's death and
otherwise shall be exercisable for a period of one year following Grantee's
death (but in no event later than (Date)).
Cashless exercise, in accordance with the terms of the Plan, shall be available
to Grantee for the shares subject to this option.
To the extent the exercise of this option results in taxable income to Grantee,
the Company is authorized to withhold from any remuneration payable to Grantee
any tax required to be withheld by reason of such taxable income.
This option is granted under and is subject to all of the provisions of the
Plan. This option is not transferable by the Grantee otherwise than by will or
by the laws of descent and distribution, and is exercisable during the Grantee's
lifetime only by the Grantee.
Date of Grant: (Date)
XXXXX XXXXXX INCORPORATED
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(NAME)
(TITLE)
