Stock Option Grant Agreement
Exhibit
10.2
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1. Grant
of Options.
The Management Development and Compensation Committee of the Board
of
Directors ("Committee") of the General Electric Company ("Company")
has
granted Options to the individual named in this Grant Agreement
("Grantee"). Each Option entitles the Grantee to purchase from the
Company
one share of General Electric Company common stock, par value $0.06
per
share, at the Option Exercise Price in accordance with the terms
of this
Grant, the GE 2007 Long Term Incentive Plan ("Plan"), and any rules
and
procedures adopted by the Committee.
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2. Exercisability
and Expiration Date.
Options shall become exercisable only at and after the Exercisable
Dates,
and shall expire on the Expiration Date, except as
follows:
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a. Employment
Termination Due to Death.
If the Grantee's service with the Company or any of its affiliates
terminates as a result of the Grantee's death, then any unexercisable
Options shall become immediately exercisable, and any unexercised
Options
shall expire on the Expiration Date, provided however, that if the
Expiration Date is less than 2 years after the Grantee's death, then
the
Options shall not expire until 2 years after the Grantee's
death.
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b. Employment
Termination Due to Transfer of Business to Successor
Employer.
If the Grantee's service with the Company or any of its affiliates
terminates as a result of employment by a successor employer to which
the
Company has transferred a business operation, then any unexercisable
Options shall become immediately exercisable, and any unexercised
Options
shall expire 5 years after termination of service or on the Expiration
Date, whichever date occurs first, provided however, that if the
Grantee
dies less than 2 years before the earlier of such dates, then the
Options
shall not expire until 2 years after the Grantee's
death.
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c. Employment
Termination Less Than One Year After Grant Date.
If the Grantee's service with the Company or any of its affiliates
terminates for any reason other than death or due to transfer of
business
to successor employer before the first anniversary of the Grant Date,
then
all unexercised Options, whether or not exercisable on the date of
termination, shall immediately expire upon such
termination.
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d. Employment
Termination More Than One Year After Grant Date.
If, on or after the first anniversary of the Grant Date, the Grantee's
service with the Company or any of its affiliates terminates as a
result
of any of the reasons set forth below, each as defined below or determined
in accordance with rules adopted by the Committee, then the Exercisable
Dates and Expiration Date shall be automatically adjusted as provided
below:
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(i) Termination
for Retirement or Total Disability.
If (a) the Grantee is a participant in the U.S. GE Pension Plan and
Grantee's service with the Company or any of its affiliates terminates
as
a result of retirement under the U.S. GE Pension Plan, or (b) the
Grantee
is not a participant in the U.S. GE Pension Plan and Grantee's service
with the Company or any of its affiliates terminates as a result
of
retirement under another retirement plan or program of the Company
or any
of its affiliates on or after Grantee has attained age 60 and accumulated
5 or more years of combined service with the Company and any of its
affiliates, or (c) the Grantee's service with the Company or any
of its
affiliates terminates as a result of a total disability, i.e., the
inability to perform any job for which the Grantee is reasonably
suited by
means of education, training or experience, then any unexercisable
Options
shall become immediately exercisable, and any unexercised Options
shall
expire on the Expiration Date, provided however, that if the Grantee
dies
less than 2 years before such Expiration Date, then the Options shall
not
expire until 2 years after the Grantee's death.
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(ii) Voluntary
Termination or Termination for Cause.
If the Grantee's service with the Company or any of its affiliates
terminates as a result of voluntary termination or termination for
cause,
then all unexercised Options, whether or not exercisable on the date
of
termination, shall immediately expire.
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(iii) Termination
for Layoff or Plant Closing.
If the Grantee's service with the Company or any of its affiliates
terminates as a result of a layoff or plant closing, each as defined
in
the Company's U.S. Layoff Benefit Plan, then Options covered by the
first
installment of this Grant shall become immediately exercisable if
they are
not already exercisable, and any unexercised Options shall expire
1 year
after termination of service or on the Expiration Date, whichever
date
occurs first, provided however, that if the Grantee dies before the
earlier of such dates, then the Options shall not expire until 2
years
after the Grantee's death, and provided further that in no event
shall
Options covered by the second or later installments of this Grant
become
exercisable if they were not exercisable on the date of such termination
of service.
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(iv) Termination
Due to Other Reasons.
If the Grantee's service with the Company or any of its affiliates
terminates for any other reason, and the Grantee and the Company
have not
entered into a written separation agreement explicitly providing
otherwise
in accordance with rules and procedures adopted by the Committee,
then no
unexercisable Options shall become exercisable and any unexercised
Options
which are exercisable on the date of termination shall expire 3 months
after such termination or on the Expiration Date, whichever date
occurs
first, provided however, that if the Grantee dies before the earlier
of
such dates, then the Options which are exercisable on the date of
termination of service shall not expire until 2 years after the Grantee's
death.
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e. Affiliate.
For purposes of this Grant, "affiliate" shall mean (i) any entity
that,
directly or indirectly, is owned 50% or more by the Company and thereby
deemed under its control and (ii) any entity in which the Company
has a
significant equity interest as determined by the Committee. Transfer
of
employment among the Company and any of its affiliates is not a
termination of service for purposes of this Grant.
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3. Method
of Exercise
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a. Notice
and Manner of Exercise.
The Grantee may exercise some or all of the Options then exercisable
by
giving the Company notice of the number of Options to be exercised
either
in writing or by such other means as shall be acceptable to the Company.
At or before issuance by the Company of the shares to the Grantee
pursuant
to the Option exercise, the Grantee shall make payment of the Option
Exercise Price in U.S. funds, or the equivalent thereof acceptable
to the
Company, at the office of the Comptroller of the Company, or such
other
place as may be mutually acceptable to the Company and the
Grantee.
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b. Withholding
Tax.
Upon the exercise of any Option, the Grantee shall pay to or reimburse
the
Company for any federal, state, local or foreign taxes required to
be
withheld and paid over by it, at such time and upon such terms and
conditions as the Company may prescribe.
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c. Delivery.
Upon the receipt of all required payments from the Grantee, the Company
thereupon shall, without additional expense to the Grantee (other
than any
transfer or issue taxes if the Company so elects), deliver to the
Grantee
by mail or otherwise at such place as the Grantee may request a
certificate or certificates for such shares, provided however, that
the
date of issuance or delivery may be postponed by the Company for
such
period as may be required for it with reasonable diligence to comply
with
any applicable listing requirements of any national securities exchange
and requirements under any law or regulation applicable to the issuance
or
transfer of such shares.
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d. Alteration/Termination.
The Company shall have the right at any time in its sole discretion
to
amend, alter, suspend, discontinue or terminate any Options without
the
consent of the Grantee. Also, the Options shall be null and void
to the
extent the grant of Options or exercise thereof is prohibited under
the
laws of the country of residence of the Grantee.
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5. Plan
Terms.
All terms used in this Grant have the same meaning as given such
terms in
the Plan, a copy of which will be furnished upon
request.
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6. Entire
Agreement.
This Grant, the Plan, and the rules and procedures adopted by the
Committee, contain all of the provisions applicable to the Options
and no
other statements, documents or practices may modify, waive or alter
such
provisions unless expressly set forth in writing, signed by an authorized
Officer of the Company and delivered to the Grantee.
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This
document constitutes part of a prospectus covering securities that
have
been registered
under
the Securities Act of 1933, as amended.
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