BOWNE & CO., INC. Stock Option Agreement
Exhibit 10.10
XXXXX & CO., INC.
This Stock Option Agreement (this “Agreement”) is made as of by Xxxxx & Co., Inc., a
Delaware corporation (the “Company”), and (the “Optionee”), whose address is in care of
Xxxxx & Co., Inc., pursuant to the 1999 Incentive Compensation Plan of the Company (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.
Option Grant, Number of Underlying Shares and Exercise Price. The Company hereby awards to
Optionee an option (the “Option”) to acquire
shares of the Company’s common stock (the
“Stock”), at an exercise price of $ per share (the “Exercise Price”), 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 an incentive stock option under Section 422 of the Internal Revenue Code to the
maximum extent possible, and any portion that does not so qualify is a non-qualified stock option.
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% of the aforesaid shares only on or after the
second anniversary of the date hereof, 25% of the aforesaid shares on the third anniversary, and
the remaining 25% of the fourth anniversary of the grant date (except as provided below under the
caption “Optionee’s Agreement to SERP Modifications”); provided, however, that the Option will be
exercisable immediately upon a Change in Control. In no event may this Option be exercised after
December 9, 2015 (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.
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. 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
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XXXXX & CO., INC.
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 (the effect of this provision is to extend some
Options which otherwise would have terminated three months after Optionee’s date of cessation of
employment). 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.
Note: Although the Option terms permit it to be exercised more than three months after death or
Retirement and more than one year after termination due to disability (in case of death following
such disability), exercise of the Option in those circumstances will disqualify it as an incentive
stock option. In such case, the Option will constitute a non-qualified stock option for federal
income tax purposes.
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 Option Price by certified or bank cashier’s 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
(as defined in the Plan) equal to or less than the Option Price or through a written election of
Optionee to have shares of Stock with fair market value (as defined in the Plan) equal to or less
than the Option Price withheld from the shares Optionee would otherwise receive, plus delivery of a
certified or bank cashier’s 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 the Company or a
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XXXXX & CO., INC.
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 delivery of certificates of its Stock for
such additional time as the Company shall deem necessary or desirable to enable it to comply with
the registration requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934
or any Rules or Regulations of the Securities and Exchange Commission promulgated thereunder or the
requirements of other applicable laws, including state laws relating to authorization, issuance or
sale of securities.
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.
Optionee to Notify Company of Disposition of Shares. Optionee agrees to notify the Company in
writing, within 30 days, of any disposition (whether by sale, exchange, gift or otherwise) of
shares of Stock acquired by Optionee pursuant to the exercise of this Option, which occurs within
two years from the date of the granting of this Option or within one year of the transfer of such
shares to Optionee; provided, however, that this notice obligation will not apply to any portion of
the Option that, at the time of exercise, is a non-qualified stock option and not an incentive
stock option.
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
.
| XXXXX & CO., INC. | ||||
| By: | ||||
| SVP, Human Resources | ||||
| OPTIONEE: | ||||
| Xxxxx Xxxx |
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