EXHIBIT 10.50
XXXXX XXXXXX INCORPORATED
STOCK OPTION AGREEMENT
--FULL NAME--
GRANTEE
Date of Grant: JANUARY 28, 2004
Total Number of Shares Granted: --GRANT--
Exercise Price per Share: $35.81
Expiration Date: JANUARY 28, 2014
Term of Award; Vesting Schedule: 3 YEARS, WITH VESTING OF 33 1/3% ON THE
ANNIVERSARY DATE OF THE DATE OF GRANT IN EACH
OF THE YEARS 2005, 2006, AND 2007.
Other Terms of Award: TERMS AND CONDITIONS ARE PROVIDED UPON REQUEST
AND ARE LOCATED ON THE BHI INTRANET AT:
xxxx://xxxxxxxxxxx/xxxxxxxxxxxxxx/xxxxxxxxxxxx
GRANT OF OPTION
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 --PLAN NAME-- (the
"Plan"), the above-named Grantee is hereby granted --TYPE-- stock option to
purchase the above number of shares of the Company's $1 par value per share
common stock at the exercise price stated above for each share subject to this
option, with the exercise price payable at the time of exercise. This option may
not be exercised after the Expiration Date.
By your acceptance of the option, you agree that the option is granted under and
governed by the terms of the Plan, this Stock Option Agreement and the Terms and
Conditions of Option Agreements (dated January 28, 2004).
XXXXX XXXXXX INCORPORATED
/S/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx - Chairman, President & CEO
XXXXX XXXXXX INCORPORATED
TERMS AND CONDITIONS
OF
OPTION AGREEMENTS
(JANUARY 28, 2004)
These Terms and Conditions are applicable to options granted pursuant to
the Xxxxx Xxxxxx Incorporated 2002 Director & Officer Long-Term Incentive Plan
(the "Plan").
1. TERMINATION OF EMPLOYMENT. The following provisions will apply in the event
of Grantee's termination of employment:
1.1 Termination Generally. If Grantee's employment is terminated for any
reason other than
(i) a termination covered by Sections 1.2 through 1.6, or
(ii) a termination, within two years following a Change in Control (as
defined in the Plan) that occurs after the Date of Grant, either
(A) by the Company without Cause (as defined in the Plan) or (B)
by the Grantee for Good Reason (as defined in the Plan),
the option will wholly and completely terminate on the date of termination
of employment, to the extent it is not then exercisable; however, to the
extent the option is exercisable, Grantee shall have three years from the
date of termination of employment to exercise the option (but in no event
later than the Expiration Date).
1.2 Termination for Cause. If Grantee's employment is terminated for cause,
including (without limitation) fraud, theft, embezzlement committed against
the Company or any of its affiliated companies or a customer of the
Company, or for conflict of interest, unethical conduct, dishonesty
affecting the assets, properties or business of the Company or any of its
affiliated companies, willful misconduct, or continued material dereliction
of duties, the option will wholly and completely terminate on the date of
termination of employment if such termination occurs (i) prior to a Change
of Control that occurs after the Date of Grant or (ii) after the second
anniversary of a Change of Control that occurs after the Date of Grant. If
Grantee's employment is terminated for Cause (as defined in the Plan), the
option will wholly and completely terminate on the date thirty days
following such termination (but not later than the Expiration Date) if such
termination occurs within two years following a Change of Control that
occurs after the Date of Grant.
1.3 Termination without Cause or for Good Reason in Connection with a
Change in Control. Notwithstanding any other provision of this Stock Option
Agreement to the contrary, if a Change in Control of the Company occurs,
the provisions of Article 14 of the Plan shall govern.
1.4 Divestiture of Business Unit. If the Company divests its ownership in a
business unit that employs the Grantee, then the option will be deemed to
be fully vested on the effective date of the Divestiture of the business
unit. The Grantee will have three years in which to exercise the option. A
"Divestiture" includes the disposition of any business unit of the Company
and its subsidiaries to an entity that the Company does not consolidate in
its financial statements, whether the disposition is structured as a sale
or transfer of stock, a merger, a consolidation or a sale or transfer of
assets, or a combination thereof, provided that a "Divestiture" shall not
include a disposition that constitutes a Change in Control.
1.5 Retirement or Disability. In the event of the retirement (such that the
Grantee's age plus years of service with the Company equals or exceeds 65)
or long-term disability of the Grantee, as long-term disability is
determined in the discretion of the Committee (as defined in the Plan), all
granted but unvested options shall immediately vest upon the Grantee's
retirement or long-term disability. The Grantee shall have five years from
the date of termination of employment due to retirement or long-term
disability to exercise the option (but not later than the Expiration Date).
1.6 Death. 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 the Expiration Date).
2. PROHIBITED ACTIVITY. Notwithstanding any other provision of this Stock
Option Agreement, if Grantee engages in a "Prohibited Activity," as
described below, while employed by the Company or any of its affiliates or
within two years after Grantee's employment termination date, then
Grantee's right to exercise any portion of the option, to the extent still
outstanding at that time, shall immediately thereupon wholly and completely
terminate. If an allegation of a Prohibited Activity by Grantee is made to
the Committee, the Committee, in its discretion, may suspend the
exercisability of the option for up to two months to permit the
investigation of such allegation. If it is determined that no Prohibited
Activity was engaged in by Grantee, the period of exercisability of the
option will be increased by the amount of time of the suspension; however,
in no event will the option be exercisable more than ten years from the
date of grant. A "Prohibited Activity" shall be deemed to have occurred, as
determined by the Committee in its sole and absolute discretion, if
Grantee:
(i) divulges any non-public, confidential or proprietary information
of the Company or of its past, present or future affiliates
(collectively, the "Xxxxx Xxxxxx Group"), but excluding
information that (a) becomes generally available to the public
other than as a result of Grantee's public use, disclosure, or
fault, or (b) becomes available to Grantee on a non-confidential
basis after Grantee's employment termination date from a source
other than a member of the Xxxxx Xxxxxx Group prior to the public
use or disclosure by Grantee, provided that such source is not
bound by a confidentiality agreement or otherwise prohibited from
transmitting the information by a contractual, legal or fiduciary
obligation; or
(ii) directly or indirectly, consults or becomes affiliated with,
conducts, participates or engages in, or becomes employed by, any
business that is competitive with the business of any member of
the Xxxxx Xxxxxx Group, wherever from time to time conducted
throughout the world, including situations where Grantee solicits
or participates in or assists in any way in the solicitation or
recruitment, directly or indirectly, of any employees of any
member of the Xxxxx Xxxxxx Group.
3. CASHLESS EXERCISE. Cashless exercise, in accordance with the terms of the
Plan, shall be available to Grantee for the shares subject to the option.
4. TAX WITHHOLDING. To the extent the exercise of the 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.
5. NONTRANSFERABILITY. The 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.
6. LIMIT OF LIABILITY. Under no circumstances will the Company be liable for
any indirect, incidental, consequential or special damages (including lost
profits) of any form incurred by any person, whether or not foreseeable and
regardless of the form of the act in which such a claim may be brought,
with respect to the Plan or the Company's role as Plan sponsor.
7. MISCELLANEOUS. The option is granted under and is subject to all of the
provisions of the Plan, including amendments to the Plan, if any. In the
event of a conflict between these Terms and Conditions and the Plan
provisions, the Plan provisions will control. Capitalized terms that are
not defined herein shall have the meaning ascribed to such terms in the
Plan.
XXXXX XXXXXX INCORPORATED
TERMS AND CONDITIONS
OF
OPTION AGREEMENTS
(JANUARY 28, 2004)
These Terms and Conditions are applicable to options granted pursuant to
the Xxxxx Xxxxxx Incorporated 2002 Employee Long-Term Incentive Plan (the
"Plan").
2. TERMINATION OF EMPLOYMENT. The following provisions will apply in the event
of Grantee's termination of employment:
1.1 Termination Generally. If Grantee's employment is terminated for any
reason other than
(i) a termination covered by Sections 1.2 through 1.6, or
(ii) a termination, within two years following a Change in Control (as
defined in the Plan) that occurs after the Date of Grant, either
(A) by the Company without Cause (as defined in the Plan) or (B)
by the Grantee for Good Reason (as defined in the Plan),
the option will wholly and completely terminate on the date of termination
of employment, to the extent it is not then exercisable; however, to the
extent the option is exercisable, Grantee shall have three years from the
date of termination of employment to exercise the option (but in no event
later than the Expiration Date).
1.2 Termination for Cause. If Grantee's employment is terminated for cause,
including (without limitation) fraud, theft, embezzlement committed against
the Company or any of its affiliated companies or a customer of the
Company, or for conflict of interest, unethical conduct, dishonesty
affecting the assets, properties or business of the Company or any of its
affiliated companies, willful misconduct, or continued material dereliction
of duties, the option will wholly and completely terminate on the date of
termination of employment if such termination occurs (i) prior to a Change
of Control that occurs after the Date of Grant or (ii) after the second
anniversary of a Change of Control that occurs after the Date of Grant. If
Grantee's employment is terminated for Cause (as defined in the Plan), the
option will wholly and completely terminate on the date thirty days
following such termination (but not later than the Expiration Date) if such
termination occurs within two years following a Change of Control that
occurs after the Date of Grant.
1.3 Termination without Cause or for Good Reason in Connection with a
Change in Control. Notwithstanding any other provision of this Stock Option
Agreement to the contrary, if a Change in Control of the Company occurs,
the provisions of Article 14 of the Plan shall govern.
1.4 Divestiture of Business Unit. If the Company divests its ownership in a
business unit that employs the Grantee, then the option will be deemed to
be fully vested on the effective date of the Divestiture of the business
unit. The Grantee will have three years in which to exercise the option. A
"Divestiture" includes the disposition of any business unit of the Company
and its subsidiaries to an entity that the Company does not consolidate in
its financial statements, whether the disposition is structured as a sale
or transfer of stock, a merger, a consolidation or a sale or transfer of
assets, or a combination thereof, provided that a "Divestiture" shall not
include a disposition that constitutes a Change in Control.
1.5 Retirement or Disability. In the event of the retirement (such that the
Grantee's age plus years of service with the Company equals or exceeds 65)
or long-term disability of the Grantee, as long-term disability is
determined in the discretion of the Committee (as defined in the Plan), all
granted but unvested options shall immediately vest upon the Grantee's
retirement or long-term disability. The Grantee shall have five years from
the date of termination of employment due to retirement or long-term
disability to exercise the option (but not later than the Expiration Date).
1.6 Death. 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 the Expiration Date).
8. PROHIBITED ACTIVITY. Notwithstanding any other provision of this Stock
Option Agreement, if Grantee engages in a "Prohibited Activity," as
described below, while employed by the Company or any of its affiliates or
within two years after Grantee's employment termination date, then
Grantee's right to exercise any portion of the option, to the extent still
outstanding at that time, shall immediately thereupon wholly and completely
terminate. If an allegation of a Prohibited Activity by Grantee is made to
the Committee, the Committee, in its discretion, may suspend the
exercisability of the option for up to two months to permit the
investigation of such allegation. If it is determined that no Prohibited
Activity was engaged in by Grantee, the period of exercisability of the
option will be increased by the amount of time of the suspension; however,
in no event will the option be exercisable more than ten years from the
date of grant. A "Prohibited Activity" shall be deemed to have occurred, as
determined by the Committee in its sole and absolute discretion, if
Grantee:
(i) divulges any non-public, confidential or proprietary information
of the Company or of its past, present or future affiliates
(collectively, the "Xxxxx Xxxxxx Group"), but excluding
information that (a) becomes generally available to the public
other than as a result of Grantee's public use, disclosure, or
fault, or (b) becomes available to Grantee on a non-confidential
basis after Grantee's employment termination date from a source
other than a member of the Xxxxx Xxxxxx Group prior to the public
use or disclosure by Grantee, provided that such source is not
bound by a confidentiality agreement or otherwise prohibited from
transmitting the information by a contractual, legal or fiduciary
obligation; or
(ii) directly or indirectly, consults or becomes affiliated with,
conducts, participates or engages in, or becomes employed by, any
business that is competitive with the business of any member of
the Xxxxx Xxxxxx Group, wherever from time to time conducted
throughout the world, including situations where Grantee solicits
or participates in or assists in any way in the solicitation or
recruitment, directly or indirectly, of any employees of any
member of the Xxxxx Xxxxxx Group.
9. CASHLESS EXERCISE. Cashless exercise, in accordance with the terms of the
Plan, shall be available to Grantee for the shares subject to the option.
10. TAX WITHHOLDING. To the extent the exercise of the 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.
11. NONTRANSFERABILITY. The 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.
12. LIMIT OF LIABILITY. Under no circumstances will the Company be liable for
any indirect, incidental, consequential or special damages (including lost
profits) of any form incurred by any person, whether or not foreseeable and
regardless of the form of the act in which such a claim may be brought,
with respect to the Plan or the Company's role as Plan sponsor.
13. MISCELLANEOUS. The option is granted under and is subject to all of the
provisions of the Plan, including amendments to the Plan, if any. In the
event of a conflict between these Terms and Conditions and the Plan
provisions, the Plan provisions will control. Capitalized terms that are
not defined herein shall have the meaning ascribed to such terms in the
Plan.
