Exhibit (d)(1)
Name:_____________ Date:________
SSN:______________
THE ▇▇▇▇▇▇▇▇ COMPANIES, INC.
2002 INCENTIVE PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Option Agreement") contains the terms of the
Option granted to you on the date specified in the letter (the "Replacement
Option Grant Letter") accompanying this Option Agreement. Other terms are in the
Replacement Option Grant Letter and the Plan.
1. Stock Options. Subject to the terms of The ▇▇▇▇▇▇▇▇ Companies, Inc. 2002
Incentive Plan or any successor plan, including any supplements or amendments to
it (the "Plan"), you have been granted the right to purchase from the Company
the number of shares of the Company's Common Stock, par value $1 per share (the
"Shares") shown in the Replacement Option Grant Letter. Your Option is
exercisable in whole or in part at the Option Price set forth in the Replacement
Option Grant Letter only at such times and during such periods as set forth in
this Option Agreement, the Replacement Option Grant Letter, and the Plan.
2. Incorporation of Plan. The Plan applies as though it were included in this
Option Agreement. Any capitalized word has a special meaning, which can be found
either in the Plan, in this Option Agreement, or in the Replacement Option Grant
Letter. You agree to accept as binding, conclusive and final all decisions and
interpretations of the Committee upon any questions arising under the Plan, the
Replacement Option Grant Letter or this Option Agreement.
3. Exercise and Payment. Except as otherwise provided in this Option
Agreement or in the Replacement Option Grant Letter, you may exercise vested
Options by providing notification in a form acceptable to the Company that you
have elected to exercise this Option in whole or in part, showing the number of
Shares for which the Option is being exercised, and providing payment in full
for the Option Price.
You must pay the Option Price in full by any one or more of the following
methods, subject to approval of the Committee, (i) in cash by a broker-dealer to
whom you have submitted an irrevocable exercise notice consisting of an
irrevocable instruction to deliver promptly to the Company the amount of sale or
loan proceeds sufficient to pay the Option Price; (ii) in cash, by check or wire
transfer; (iii) in Mature Shares valued at their Fair Market Value on the date
of exercise; (iv) subject to restrictions established by the Committee, in
Restricted Shares you have held for at least six months prior to the exercise of
the Option, valued at their Fair Market Value on the date of exercise; or (v) in
any combination of the above methods. Certificates for any Shares used to pay
the Option Price must be attested to in writing to the Company or delivered to
the Company in negotiable form, duly endorsed in blank or with separate stock
powers attached, and must be free and clear of all liens, encumbrances, claims
and any other charges thereon of any kind.
4. Tax Withholding. Whenever any Options are exercised under the terms of
this Option Agreement, the Company will not deliver your Shares unless you remit
or, in appropriate cases, agree to remit when due the minimum amount necessary
to satisfy all of the Company's federal, state and local withholding tax
requirements relating to your Option or the Shares. The Committee may require
you to satisfy these minimum withholding tax obligations by any (or a
combination) of the following means: (i) a cash payment; (ii) withholding from
compensation otherwise payable to you; (iii) authorizing the Company to withhold
from the Shares otherwise deliverable to you as a result of the exercise of an
Option, a number of Shares having a Fair Market Value, as of the date the
withholding tax obligation arises, less than or equal to the amount of the
withholding obligation; or (iv) delivering to the Company unencumbered Mature
Shares having a Fair Market Value, as of the date the withholding tax obligation
arises, less than or equal to the amount of the withholding obligation. The
Committee may approve delivery to the Company of Mature Shares up to the total
amount of your tax liability with respect to the exercise of the Option.
5. Rights in the Event of Termination of Service.
(i) Rights in the Event of Termination of Service. If your service with
the Company and its Affiliates is terminated for any reason other than
death, retirement, Disability or termination for cause as defined below,
the Option, to the extent vested on the date of your termination, will
remain exercisable for six months from the date of such termination (but
may not be exercised later than the last day of the original Option Term).
(ii) Rights in the Event of Death. If you die while in the service of the
Company and its Affiliates, your Option will immediately vest and the
Option shall remain exercisable for a period of five years from the date
of your death (but may not be exercised later than the last day of the
original Option Term) by the person who becomes entitled to exercise your
Option after your death (whether by will or by the laws of descent and
distribution, or by means of a written beneficiary designation you filed
with the Stock Administration Department before your death).
(iii) Rights in the Event of Retirement or Disability. If your service
with the Company and its Affiliates is terminated for retirement (as
defined in the Company's pension plan) or Disability, your Option will
immediately vest and the Option shall remain exercisable for five years
from the date of your termination (but may not be exercised later than the
last day of the original Option Term). "Disability" means (i) if the
option is an Incentive Stock Option, the inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than 12 months, and (ii) if the Option is not an Incentive Stock
Option, "Disability" as defined in the Company's long-term disability plan
in which you participate or are eligible to participate, as determined by
the Committee.
(iv) Rights in the Event of Termination for Cause. If your service is
terminated for cause as defined in the Plan below, any Option exercisable
on or before such termination shall remain exercisable for a period of 30
days from the date of such termination (but may not be exercised later
than the last day of the original Option Term). As of the date of this
Agreement, the Plan defines Termination for cause as (i) your willful
failure to substantially perform your duties, other than any such failure
resulting from a Disability; or (ii) your gross negligence or willful
misconduct which results in a significantly adverse effect upon the
Company or an Affiliate; or (iii) your willful violation or disregard of
the Company's or an Affiliate's code of business conduct or other
published policy of the Company or an Affiliate; or (iv) your conviction
of a crime involving an act of fraud, embezzlement, theft, or any other
act constituting a felony involving moral turpitude or causing material
harm, financial or otherwise, to the Company or an Affiliate. The Company
may change the definition of cause under the Plan at any time.
6. Notices. All notices to the Company or to the Committee must be in writing
and delivered by hand or by mail, addressed to The ▇▇▇▇▇▇▇▇ Companies, Inc., ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Stock Administration
Department. Notices become effective upon their receipt by the Company if
delivered as described in this section.
7. Incentive Stock Option. If this Option has been designated by the
Committee as an Incentive Stock Option in the Replacement Option Grant Letter,
it will be treated as an Incentive Stock Option. However, to the extent that it
fails to qualify as an Incentive Stock Option, it will be treated as a
nonstatutory option. If you sell, transfer or otherwise dispose of Shares
purchased pursuant to the exercise of an Incentive Stock Option within two years
after the Grant Date or within one year after you exercised the Option,
whichever is later (including a disposition to pay the Option Price of this
Option or another Option, or to satisfy tax withholding obligations), you must
notify the Company in writing of the sale, transfer or other disposition within
10 days of the sale, transfer or other disposition, and you must remit to the
Company (or authorize the Company to withhold from other sources) any amount the
Company may determine to be necessary to satisfy applicable federal, state,
local or foreign withholding, income or other tax withholding obligations with
respect to the disposition.
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8. Securities Law Compliance. The Company may, without liability for its good
faith actions, place legend restrictions upon Shares obtained by exercising the
option and issue "stop transfer" instructions requiring compliance with
applicable securities laws and the terms of the option.
9. No Right to Employment or Service. Nothing in the Replacement Option Grant
Letter, the Option Agreement or the Plan shall interfere with or limit in any
way the right of the Company or an Affiliate to terminate your employment or
service at any time, nor confer upon you the right to continue in the employ of
the Company and/or Affiliate.
10. Tax Consultation. Your signature on the Option Agreement means, that you
understand you will incur tax consequences as a result of purchase or
disposition of the Shares. You agree to consult with any tax consultants you
think advisable in connection with the purchase of the Shares and acknowledge
that you are not relying, and will not rely, on the Company for any tax advice.
The ▇▇▇▇▇▇▇▇ Companies, Inc.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman, President and CEO
Grantee:
I hereby accept the terms and conditions
of this Stock Option Agreement:
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Signature
Dated this ______day of ________, 200__.
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