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EXHIBIT 8
THE ▇▇▇▇▇▇ CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
No. of Shares: 50,000 Grant Date: June 9, 1999
This is to confirm that The ▇▇▇▇▇▇ Corporation (the "Company") has granted
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("you") the right and option (the "Option") under The ▇▇▇▇▇▇
Corporation 1992 Stock Option Plan (the "Plan") to purchase up to 50,000 shares
(the "Shares") of common stock, par value $1.00 per share, of the Company, on
the principal terms set forth herein. This Agreement shall be construed in
accordance with and subject to the provisions of the Plan and, except as
otherwise expressly set forth herein, the capitalized terms used in this
Agreement shall have the same definitions as set forth in the Plan.
1. When Option can be Exercised. The Option will vest and become
exercisable subject to the vesting schedule enclosed, and the Option will expire
at 5:00 P.M., New York City time on June 9, 2009, ("the Expiration Time"),
unless the Option terminates earlier as provided herein in Section 4 and in
Section 11 of the Plan attached. The Option is not intended to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Code.
2. Exercise Price. The price at which you are entitled to purchase Shares
upon exercise of the Option will be $17.375 per share.
3. How to Exercise the Option. To exercise an option please refer to the
enclosed letter from ▇▇▇▇ ▇. Gozo regarding specific instructions on the
procedure for exercising stock options and to the previously issued memo from ▇.
▇. ▇▇▇▇▇▇▇ on Outsourcing of Plan Administration for opening an account with
▇▇▇▇▇▇▇ ▇▇▇▇▇ and exercising an option.
4. Termination of Option. The Option shall terminate on June 9, 2009
which is the tenth anniversary of the date the Option is granted or if earlier,
the first anniversary of the date of your death if such death occurs prior to
such tenth anniversary, but see also Section 11 of the Plan attached.
5. No Guarantee of Employment. The fact that you have been granted an
Option will not give you any right to continue in the employ of the Company or
will interfere with or restrict any right the Company may have to discharge you
as an employee.
6. Compliance with Securities Laws. The Company's obligation to issue
Shares to you upon exercise of the Option is subject to the condition that the
issuance of the Shares will be in compliance with the Securities Act of 1933, as
amended, and all other applicable laws and regulations, and that the stock you
will be purchasing by exercising the
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Option will have been authorized for listing on The New York Stock Exchange (or
any other securities exchange on which the Company's common stock is listed).
7. Adjustments. In the event of a Change in Capitalization, the number and
class of Shares subject to the Option and the exercise price may be adjusted as
provided in the Plan.
8. Plan Controls. If there is any inconsistency between the terms of the
Plan and the terms of this Agreement, the terms of the Plan will control. The
Committee which administers the Plan will have authority to interpret the Plan
and this Agreement. You hereby acknowledge receipt of a copy of the Plan and
agree to be bound by all the terms and provisions thereof. Any determination
made hereunder shall be final, binding and conclusive on you and the Company
for all purposes.
9. Additional Terms and Conditions. Additional information regarding your
Option are available in the Plan.
THE ▇▇▇▇▇▇ CORPORATION
By /s/ ▇▇▇▇ ▇. Gozo
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 7/26/99
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Receipt Acknowledged Date
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VESTING SCHEDULE
1992 STOCK OPTION PLAN
June 9, 2000 12,500
June 9, 2001 12,500
June 9, 2002 12,500
June 9, 2003 12,500
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50,000