DANA HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.14
XXXX HOLDING CORPORATION
WHEREAS, [OPTIONEE NAME] (the “Optionee”) is an employee of Xxxx Holding Corporation (the
“Company”) or one of its subsidiaries;
WHEREAS, the grant of an Option Right was authorized by a resolution of the Compensation
Committee that was duly adopted on
____________ ___, 20___ (the “Date of Grant”), and the execution of
an Option Right agreement substantially in the form hereof (this “Agreement”) to evidence such
grant was authorized by a resolution of the Compensation Committee that was duly adopted on
____________ ___, 20___;
WHEREAS, pursuant to the Company’s 2008 Omnibus Incentive Plan (the “Plan”), and subject to
the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company
has granted to the Optionee as of the Date of Grant an Option Right (the “Option”) to purchase
_________ shares of Common Stock at a price of $______ per share, which represents at least the
Market Value Per Share on the Date of Grant (the “Option Price”); and
WHEREAS, the Option is intended as a nonqualified stock option and shall not be treated as an
“incentive stock option” within the meaning of that term under Section 422 of the Internal Revenue
Code of 1986, as amended.
NOW, THEREFORE, the Company and the Optionee agree as follows:
1. Right to Exercise.
(a) Subject to Sections 1(b) and (c), Section 3 and Section
5 below, the Option will become exercisable to the extent of ____________ of the
total number of shares of Common Stock underlying the Option on each of the first _____
anniversaries of the Date of Grant if the Optionee remains continuously employed by either
the Company or any Subsidiary until such time. To the extent the Option is exercisable, it
may be exercised in whole or in part.
(b) Notwithstanding Section 1(a) above, the Option shall become immediately
exercisable in full, if at any time prior to the termination of the Option, a Change in
Control shall occur.
(c) Notwithstanding Section 1(a) above, if the Optionee should die or become
Disabled while in the employ of the Company or any Subsidiary, this Option shall immediately
become exercisable in full and shall remain exercisable until terminated in accordance with
Section 3 below.
2. Payment. The Option Price shall be payable (a) in cash or by check or by wire
transfer of immediately available funds, as acceptable to the Company, (b) by actual or
constructive transfer to the Company of nonforfeitable, unrestricted shares of Common Stock that
have been owned by the Optionee for more than six (6) months prior to the date of exercise,
or (c) by a combination of such methods of payment. The requirement of payment in cash shall
be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a
bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on
the exercise date a sufficient number of the shares being purchased so that the net proceeds of the
sale transaction will at least equal the Option Price plus payment of any applicable withholding
taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus
payment of any applicable withholding taxes to the Company on a date satisfactory to the Company,
but not later than the date on which the sale transaction will settle in the ordinary course of
business.
3. Termination. This Option shall terminate on the earliest of the following dates:
(a) The date on which the Optionee ceases to be an employee of the Company or any
Subsidiary, if the Optionee’s employment with the Company or a Subsidiary is terminated for
Cause;
(b) Six (6) months after the Optionee ceases to be an employee of the Company or a
Subsidiary, unless the Optionee ceases to be such employee by reason of death, Disability,
Normal Retirement or termination for Cause;
(c) One (1) year after the death of the Optionee if the Optionee dies while an employee
of the Company or a Subsidiary (in which case the Option becomes immediately exercisable in
full pursuant to Section 1(c) herein);
(d) Three (3) years after the permanent and total disability of the Optionee if the
Optionee becomes Disabled (as described in Section 1(c) above) while an employee of
the Company or a Subsidiary (in which case the Option becomes immediately exercisable in
full pursuant to Section 1(c) herein); and
(e) Ten (10) years from the Date of Grant.
4. Option Nontransferable. This Option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution.
5. Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws; provided, however, that
notwithstanding any other provision of this Agreement, this Option shall not be exercisable if such
exercise would result in a violation of any such law.
6. Adjustments. The Compensation Committee shall make any adjustments in the Option
Price and in the number or kind of shares of Common Stock or other securities covered by the Option
that the Compensation Committee may determine to be equitably required to prevent any dilution or
expansion of Optionee’s rights under this Agreement that otherwise would result from any (a) stock
dividend, stock split, combination of shares, recapitalization or other change in the capital
structure of the Company, (b) merger, consolidation, spin-off, split-off, spin-out, split-up,
separation, reorganization, partial or complete liquidation involving the Company or other
distribution of assets, issuance of rights or warrants to purchase securities of the Company, or
(c) other transaction or event having an effect similar to any of those referred to
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in Section 6(a) or 6(b) hereof. Furthermore, in the event that any
transaction or event described or referred to in the immediately preceding sentence shall occur,
the Compensation Committee shall provide in substitution of any or all of Optionee’s rights under
this Agreement such alternative consideration as the Compensation Committee may determine in good
faith to be equitable under the circumstances. In addition, for each Option Right with an Option
Price greater than the consideration offered in connection with any such transaction or event or
Change of Control, the Board may in its sole discretion elect to cancel such Option Right without
any payment to the Optionee holding such Option Right.
7. No Dividend Equivalents. The Optionee shall not be entitled to dividend
equivalents.
8. Taxes and Withholding. If the Company shall be required to withhold any federal,
state, local or foreign tax in connection with the exercise of this Option, it shall be a condition
to such exercise that the Optionee pay or make arrangements satisfactory to the Company for payment
of all such taxes. The Optionee may elect that all or any part of such withholding requirement be
satisfied by retention by the Company of a portion of the shares purchased upon exercise of this
Option. If such election is made, the shares so retained shall be credited against such
withholding requirement at the Market Value Per Share on the date of exercise. In no event,
however, shall the Company accept shares of Common Stock for payment of taxes in excess of required
tax withholding rates.
9. Continuous Employment. For purposes of this Agreement, the continuous employment
of the Optionee with the Company or a Subsidiary shall not be deemed to have been interrupted, and
the Optionee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by
reason of (a) the transfer of the Optionee’s employment among the Company and its Subsidiaries or
(b) an approved leave of absence.
10. No Employment Contract. This Option is a voluntary, discretionary award being
made on a one-time basis and it does not constitute a commitment to make any future awards.
Nothing in this Agreement will give the Optionee any right to continue employment with the Company
or any Subsidiary, as the case may be, or interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of the Optionee.
11. Relation to Other Benefits. Any economic or other benefit to Optionee under this
Agreement or the Plan shall not be taken into account or considered as salary or compensation in
determining any benefits to which Optionee may be entitled under any profit-sharing, retirement or
other benefit or compensation plan maintained by the Company or any Subsidiary and shall not affect
the amount of any life insurance coverage available to any beneficiary under any life insurance
plan covering employees of the Company or a Subsidiary.
12. Information. Information about the Optionee and the Optionee’s participation in
the Plan may be collected, recorded and held, used and disclosed for any purpose related to the
administration of the Plan. The Optionee understands that such processing of this information may
need to be carried out by the Company and its Subsidiaries and by third party administrators
whether such persons are located within the Optionee’s country or elsewhere, including the United
States of America. The Optionee consents to the processing of information relating to the
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Optionee and the Optionee’s participation in the Plan in any one or more of the ways referred
to above.
13. Relation to Plan. This Agreement is subject to the terms and conditions of the
Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern. All terms used herein with initial capital letters and not otherwise defined
herein that are defined in the Plan shall have the meanings assigned to them in the Plan. The
Board (or a committee of the Board) acting pursuant to the Plan, as constituted from time to time,
shall, except as expressly provided otherwise herein, have the right to determine any questions
which arise in connection with the grant of the Option hereunder.
14. Compliance with Section 409A of the Code. To the extent applicable, it is
intended that the options granted under this Agreement and the Plan be ”stock rights” exempt from
the provisions of Section 409A of the Code, so that the income inclusion provisions of Section
409A(a)(1) of the Code do not apply to the Optionee. This Agreement and the Plan shall be
administered in a manner consistent with this intent. Reference to Section 409A of the Code is to
Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any
regulations or any other formal guidance promulgated with respect to such Section by the U.S.
Department of the Treasury or the Internal Revenue Service.
15. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto; provided, however,
that no amendment shall adversely affect the rights of the Optionee under this Agreement without
the Optionee’s consent (provided, however, that the Optionee’s consent shall not be required to an
amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the
Code).
16. Severability. If any provision of this Agreement or the application of any
provision hereof to any person or circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of such provision to any other person
or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or
otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it
enforceable, valid and legal.
17. Successors and Assigns. Without limiting Section 4 hereof, the provisions
of this Agreement shall inure to the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of the Optionee, and the successors and
assigns of the Company.
18. Governing Law. This Agreement shall be governed by and construed in accordance
with the internal substantive laws of the State of Delaware, without giving effect to any
principles of conflict of laws thereof.
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Executed in the name and on behalf of the Company at Toledo, Ohio, as of the _______ day of
____________, 20___.
| XXXX HOLDING CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
The undersigned Optionee hereby acknowledges receipt of an executed original of this Agreement
and accepts the Option Rights or other securities covered hereby, subject to the terms and
conditions of the Plan and the terms and conditions herein above set forth.
| Optionee | ||||
| Date: | ||||
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