ITT CORPORATION 2003 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Band A)
EXHIBIT 10.01
THIS AGREEMENT (the “Agreement”), effective as of the
3rd day of March, 2011 by and between ITT Corporation (the
“Company”) and name (the “Optionee”),
WITNESSETH:
WHEREAS, the Optionee is now employed by the Company or an
Affiliate (as defined in the Company’s 2003 Equity
Incentive Plan, as amended and restated as of March 1, 2008
(the “Plan”)) as an employee, and in recognition of
the Optionee’s valued services, the Company, through the
Compensation and Personnel Committee of its Board of Directors
(the “Committee”), desires to provide an opportunity
for the Optionee to acquire or enlarge stock ownership in the
Company, pursuant to the provisions of the Plan.
NOW, THEREFORE, in consideration of the terms and conditions set
forth in this Agreement and the provisions of the Plan, a copy
of which is attached hereto and incorporated herein as part of
this Agreement, and any administrative rules and regulations
related to the Plan as may be adopted by the Committee, the
parties hereto hereby agree as follows:
1. Grant of Options. In
accordance with, and subject to, the terms and conditions of the
Plan and this Agreement, the Company hereby confirms the grant
on March 3, 2011, (the “Grant Date”) to the
Optionee of the option to purchase from the Company all or any
part of an aggregate of XX,XXX Shares (the
“Option”), at the purchase price of $57.68 per share
(the “Option Price” or “Exercise Price”).
The Option shall be a Nonqualified Stock Option.
2. Terms and Conditions. It
is understood and agreed that the Option is subject to the
following terms and conditions:
(a) Expiration Date. The Option shall
expire on March 3, 2021, or, if the Optionee’s
employment terminates before that date, on the date specified in
subsection (f) below.
(b) Exercise of Option. The Option may
not be exercised until it has become vested.
(c) Vesting. Subject to subsections 2(a)
and 2(f), the Option shall vest in full upon the first to occur
of the following events:
(i) March 3, 2014; or
(ii) an Acceleration Event (as defined in the Plan).
(d) Payment of Exercise
Price. Permissible methods for payment of the
Exercise Price upon exercise of the Option are described in
Section 6.6 of the Plan, or, if the Plan is amended,
successor provisions. In addition to the methods of exercise
permitted by Section 6.6 of the Plan, the Optionee may
exercise all or part of the Option by way of
(i) broker-assisted cashless exercise in a manner
consistent with the Federal Reserve Board’s
Regulation T, unless the Committee determines that such
exercise method is prohibited by law, or
(ii) net-settlement, whereby the Optionee directs the
Company to withhold Shares that otherwise would be issued upon
exercise of the Option having an aggregate Fair Market Value on
the date of the exercise equal to the Exercise Price, or the
portion thereof being exercised by way of net-settlement
(rounding up to the nearest whole Share).
(e) Tax Withholding. The Company shall
have the power and the right to deduct or withhold, or require
the Optionee to remit to the Company, all applicable federal,
state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to the exercise of the
Option. The Optionee may elect to satisfy the withholding
requirement, in whole or in part, by having the Company withhold
Shares that otherwise would be issued upon exercise of the
Option, with the number of Shares withheld having a Fair Market
Value on the date the tax is to be determined equal to the
minimum statutory total tax that could be imposed on the
transaction (rounding up to the nearest whole Share). Any such
election shall be subject to any restrictions or limitations
that the Committee, in its sole discretion, deems appropriate.
(f) Effect of Termination of Employment.
If the Optionee’s employment terminates before
March 3, 2021, the Option shall expire on the date set
forth below, as applicable:
(i) Termination due to Death. If the
Optionee’s employment is terminated as a result of the
Optionee’s death, the Option shall expire on the earlier of
March 3, 2021, or the date three years after the
termination of the Optionee’s employment due to death. If
the Option is not vested at the time of the Optionee’s
termination of employment due to death, the Option shall
immediately become 100% vested.
(ii) Termination due to Disability. If
the Optionee’s employment is terminated as a result of the
Optionee’s Disability (as defined below), the Option shall
expire on the earlier of March 3, 2021, or the date five
years after the termination of the Optionee’s employment
due to Disability. If the Option is not vested at the time of
the termination of Optionee’s employment due to Disability,
the Option shall immediately become 100% vested.
(iii) Termination due to Retirement. If
the Optionee’s employment is terminated as a result of the
Optionee’s Retirement (as defined below), the Option shall
expire on the earlier of March 3, 2021, or the date five
years after the termination of the Optionee’s employment
due to Retirement. If the Option is not vested at the time of
the Optionee’s termination of employment due to Retirement,
a prorated portion of the Option shall immediately vest as of
the date of the termination of employment (see “Prorated
Vesting Upon Retirement” below). Any remaining unvested
portion of the Option shall expire as of the date of the
termination of the Optionee’s employment. For purposes of
this subsection 2(f)(iii), the Optionee shall be considered
employed during any period in which the Optionee is receiving
severance payments (disregarding any delays required to comply
with tax or other requirements), and the date of the termination
of the Optionee’s employment shall be the last day of any
such severance period.
(iv) Cause. If the Optionee’s
employment is terminated by the Company (or an Affiliate, as the
case may be) for cause (as determined by the Committee), the
vested and unvested portions of the Option shall expire on the
date of the termination of the Optionee’s employment.
(v) Voluntary Termination or Other Termination by the
Company. If the Option is vested and the
Optionee’s employment is terminated by the Optionee or
terminated by the Company (or an Affiliate, as the case may be)
for other than cause (as determined by the Committee), and not
because of the Optionee’s Retirement, Disability, or death,
the Option shall expire on the earlier of March 3, 2021, or
the date three months after the termination of the
Optionee’s employment. If the Option is not vested on the
date the Optionee’s employment terminates, the Option shall
expire immediately in full on the date of termination of
employment, and the Option shall not thereafter be exercisable.
For purposes of this subsection 2(f)(v), the Optionee shall be
considered employed during any period in which the Optionee is
receiving severance payments, and the date of the termination of
the Optionee’s employment shall be the last day of any such
severance period.
Notwithstanding the foregoing, if an Optionee’s employment
is terminated on or after an Acceleration Event (A) by the
Company (or an Affiliate, as the case may be) for other than
cause (as determined by the Committee), and not because of the
Optionee’s Retirement, Disability, or death, or (B) by
the Optionee because the Optionee in good faith believed that as
a result of such Acceleration Event he or she was unable
effectively to discharge his or her present duties or the duties
of the position the Optionee occupied just prior to the
occurrence of such Acceleration Event, the Option shall in no
event expire before the earlier of the date that is
7 months after the Acceleration Event or March 3, 2021.
Retirement. For purposes of this Agreement,
the term “Retirement” shall mean the termination of
the Optionee’s employment if, at the time of such
termination, the Optionee is eligible to commence receipt of
retirement benefits under a traditional formula defined benefit
pension plan maintained by the Company or an Affiliate (or would
be eligible to receive such benefits if he or she were a
participant in such a traditional formula defined benefit
pension plan).
Disability. For purposes of this Agreement,
the term “Disability” shall mean the complete and
permanent inability of the Optionee to perform all of his or her
duties under the terms of his or her employment, as determined
by the Committee upon the basis of such evidence, including
independent medical reports and data, as the Committee deems
appropriate or necessary.
Prorated Vesting Upon Retirement. The prorated
portion of an Option that vests upon termination of the
Optionee’s employment due to the Optionee’s Retirement
shall be determined by multiplying the total number of unvested
Shares subject to the Option at the time of the termination of
the Optionee’s employment by a fraction, the numerator of
which is the number
of full months the Optionee has been continually employed since
the Grant Date and the denominator of which is 36. For this
purpose, full months of employment shall be based on monthly
anniversaries of the Grant Date, not calendar months.
(g) Compliance with Laws and
Regulations. The Option shall not be exercised at
any time when its exercise or the delivery of Shares hereunder
would be in violation of any law, rule, or regulation that the
Company may find to be valid and applicable.
(h) Optionee Bound by Plan and Rules. The
Optionee hereby acknowledges receipt of a copy of the Plan and
this Agreement and agrees to be bound by the terms and
provisions thereof as amended from time to time. The Optionee
agrees to be bound by any rules and regulations for
administering the Plan as may be adopted by the Committee during
the life of the Option. Terms used herein and not otherwise
defined shall be as defined in the Plan.
(i) Governing Law. This Agreement is
issued, and the Option evidenced hereby is granted, in White
Plains, New York, and shall be governed and construed in
accordance with the laws of the State of New York, excluding any
conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this Agreement
to the substantive law of another jurisdiction.
By signing a copy of this Agreement, the Optionee
acknowledges that s/he has received a copy of the Plan, and that
s/he has read and understands the Plan and this Agreement and
agrees to the terms and conditions thereof. The Optionee further
acknowledges that the Option awarded pursuant to this Agreement
must be exercised prior to its expiration as set forth herein,
that it is the Optionee’s responsibility to exercise the
Option within such time period, and that the Company has no
further responsibility to notify the Optionee of the expiration
of the exercise period of the Option.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its Chairman, President and Chief Executive Officer,
or a Vice President, as of the 3rd day of March, 2011.
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Agreed to:
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ITT Corporation | |
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Optionee (Online acceptance constitutes agreement) |
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Dated:
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