NQSO US 1/2017 2 This document constitutes part of the prospectus covering securities that have been registered under the Securities Act of 1933, as amended. FEDERAL SIGNAL CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENT NO. 2017 This Award...
NQSO US
1/2017
EXHIBIT 10.4
_____ ___, 201__
Federal Signal Corporation
2015 Executive Incentive Compensation Plan
Nonqualified Stock Option Award Agreement
You have been selected to receive this Nonqualified Stock Option Award (“Award”) pursuant to the
Federal Signal Corporation 2015 Executive Incentive Compensation Plan (the “Plan”), as specified below:
Participant:
Date of Grant:
Date of Expiration:
Number of Option Shares:
Exercise Price:
Vesting Schedule: Options shall vest at the
times and in the amounts set forth below:
___ on __/__/20__
___ on __/__/20__
___ on __/__/20__
[3-year ratable]
This Award is subject to the terms and conditions prescribed in the Plan and in the Federal Signal
Corporation Nonqualified Stock Option Award Agreement No. 2017 attached hereto and incorporated
herein.
Together, this Award and the attached award agreement shall be referred to throughout each as the “Award
Agreement.”
IN WITNESS WHEREOF, the parties have caused this Award Agreement to be executed as of the Date of
▇▇▇▇▇.
PARTICIPANT: FEDERAL SIGNAL CORPORATION
By:
Print Name Chief Executive Officer
Signature
Address
Participant agrees to execute this Award Agreement and return one copy to ▇▇▇▇ ▇▇▇▇▇▇ at Federal Signal
Corporation, ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ within 45 days of the above date or forfeit
the stock option award.
Note: If there are any discrepancies in the name or address shown above, please make the appropriate
corrections on this form.
NQSO US
1/2017 2
This document constitutes part of the prospectus covering
securities that have been registered under the Securities Act of 1933, as amended.
FEDERAL SIGNAL CORPORATION
NONQUALIFIED STOCK OPTION
AWARD AGREEMENT NO. 2017
This Award Agreement, which includes the attached cover page, effective as of the Date of Grant,
represents the grant of nonqualified stock options (the “Options”) by the Company to the Participant named in this
Award Agreement, pursuant to the provisions of the Plan.
The Company established the Plan pursuant to which, among other things, options, stock appreciation
rights, restricted stock and stock units, stock bonus awards, dividend equivalents and/or performance compensation
awards may be granted to eligible persons.
The Plan and this Award Agreement provide a complete description of the terms and conditions governing
the Options. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the
Plan’s terms shall completely supersede and replace the conflicting terms of this Award Agreement. All capitalized
terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.
The Board of Directors and the Committee have determined that the interests of the Company will be
advanced by encouraging and enabling certain of its employees to own shares of the Stock and that Participant is
one of those employees.
NOW, THEREFORE, in consideration of services rendered and the mutual covenants herein contained, the
parties agree as follows:
Section 1. Certain Definitions
As used in this Award Agreement, the following terms shall have the following meanings:
A. “Affiliate” means with respect to any Person, any other Person (other than an individual) that controls,
is controlled by, or is under common control with such Person. The term “control,” as used in this
Award Agreement, means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise. “Controlled” and “controlling” have meanings correlative to the foregoing.
B. “Board of Directors” means the board of directors of the Company.
C. “Code” means the Internal Revenue Code of 1986, as amended.
D. “Committee” means the Compensation and Benefits Committee of the Board of Directors or a
subcommittee or other committee appointed to administer the Plan in accordance with the Plan.
E. “Company” means Federal Signal Corporation, a Delaware corporation.
F. “Date of Expiration” means the date set forth on this Award Agreement.
G. “Date of Grant” means the date set forth on this Award Agreement.
H. “Disability” shall have the meaning ascribed to that term in the Company’s long-term disability plan
applicable to Participant, or if no such plan exists, at the discretion of the Committee and as
determined by the Committee.
I. “Exercise Price” means the exercise price set forth on this Award Agreement.
J. “Fair Market Value” shall have the meaning set forth in the Plan.
K. “Option” means the Company’s nonqualified stock options.
NQSO US
1/2017 3
L. “Participant” means the individual shown as the recipient of an award of Options, as set forth on this
Award Agreement.
M. “Person” means a “person” as such term is used for purposes of 13(d) or 14(d), or any successor
section thereto, of the Securities Exchange Act of 1934, as amended, and any successor thereto.
N. “Stock” means the common stock of the Company.
Section 2. Grant of Stock Options
The Company hereby grants to Participant Options to purchase the number of shares of Stock (“Shares”)
set forth in this Award Agreement, at the stated Exercise Price, which is equal to one hundred percent (100%) of the
closing market value of a share of Stock on the Date of Grant, in the manner and subject to the terms and conditions
of the Plan and this Award Agreement. Subject to Section 12, each Option shall be exercisable into one Share.
This grant of Options shall not confer any right to Participant (or any other participant) to be granted
Options or other awards in the future under the Plan.
Section 3. Exercise of Stock Options
Except as hereinafter provided, Participant may exercise Options held by Participant at any time after the
Date of Grant, provided that any such Options have vested according to the vesting schedule set forth in this Award
Agreement, and provided that no exercise may occur subsequent to the close of business on the Date of Expiration.
Vested Options held by Participant may be exercised in whole or in part, but not for fewer than one
hundred (100) Shares at any one time, unless fewer than one hundred (100) Shares then remain subject to the
Options, and the Options are then being exercised as to all such remaining Shares.
To the extent that the Fair Market Value of a share of Stock exceeds the Exercise Price on the trading day
immediately preceding the Date of Expiration (the “Automatic Exercise Date”), the Company shall have the right
and authority in its sole discretion to provide that any vested but unexercised Options that have not been forfeited or
otherwise cancelled in accordance with the terms of this Award Agreement will be exercised automatically on
Participant’s behalf on the Automatic Exercise Date using a “net exercise” method (described in Section 13 of this
Award Agreement). Such automatic exercise shall only occur if, after withholding from the delivery of the Shares
the number of Shares having a Fair Market Value equal to the aggregate Exercise Price and applicable taxes,
Participant will net at least one Share. Participant at all times remains responsible for all taxes associated with any
such automatic exercise, notwithstanding any withholding of Shares by the Company for taxes. Participant may elect
not to have these Options automatically exercised as contemplated herein by giving written notice to the Company
not less than 10 days prior to the Automatic Exercise Date. Notwithstanding the foregoing, there is no guarantee that
such an automatic exercise will be effected on Participant’s behalf and neither the Company nor any other party will
bear any responsibility or liability if such an automatic exercise is not effected and instead, these Options expire
unexercised. Accordingly, Participant bears sole responsibility for ensuring that he or she exercises any vested
Options prior to the expiration thereof. By accepting these Options, Participant agrees to the automatic exercise of
these Options on the terms hereof. In its discretion, the Company may determine to cease automatically exercising
options, including these Options, at any time without notice, responsibility or liability to the Participant or
otherwise.
Section 4. Option Period/Limitations on Exercise
Except as set otherwise set forth in this Award Agreement, Participant must exercise all rights under this
Award Agreement prior to the tenth anniversary of the Date of Grant (i.e., the Options will expire upon the tenth
anniversary if not exercised prior to that date). Participant may sell the Shares acquired via these Options at any
time, subject to Company policy on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and stockholding requirements.
Section 5. Termination of Employment by Death
In the event the employment of Participant is terminated by reason of death, all outstanding Options not yet
vested shall become immediately fully vested and, along with all previously vested Options, shall remain exercisable
at any time prior to the Date of Expiration, or for one year after the date of death, whichever period is shorter, by
NQSO US
1/2017 4
such person or persons as shall have been named as Participant’s beneficiary(ies), or by such persons that have
acquired Participant’s rights under the Options by will or by the laws of descent and distribution.
Section 6. Termination of Employment by Disability
In the event the employment of Participant is terminated by reason of Disability, all outstanding Options
not yet vested shall become immediately fully vested and, along with all previously vested Options, shall remain
exercisable at any time prior to the Date of Expiration, or for one year after the date that the Committee determines
the definition of Disability to have been satisfied, whichever period is shorter.
Section 7. Termination of Employment by Retirement
In the event the employment of Participant is terminated by reason of Participant’s retirement on terms and
conditions authorized in writing by the Committee, the Committee may exercise its discretion at or near
Participant’s retirement date to provide that some or all outstanding Options not yet vested shall become
immediately fully vested and, along with all previously vested Options, shall remain exercisable at any time prior to
the Date of Expiration, or for five years after the date of retirement, whichever period is shorter. In exercising its
discretion under this Section 7, the Committee shall consider whether Participant: (A) remained employed in good
standing with the Company through Participant’s retirement date; (B) provided reasonable written notice to the
Company of Participant’s intention to retire of no less than 12 weeks; (C) materially breached any statutory,
contractual, or common law duties owed to Company or any material Company policy, including but not limited to
post-employment non-competition, non-solicitation and confidentiality obligations; and (D) failed in good faith to
provide to and perform for Company all reasonably requested duties and responsibilities in connection with the
transition of Participant’s duties and responsibilities. In exercising its discretion, the Committee shall also consider:
(1) the financial status of the Company; (2) Company performance; (3) Company stock performance; and (4) where
appropriate, input from Company management. In the event the Committee does not so exercise its discretion,
Participant’s termination of employment by reason of retirement shall be considered a termination of employment
for other reasons and Section 8 of this Award Agreement shall govern.
Section 8. Termination of Employment for Other Reasons
If the employment of Participant shall terminate for any reason other than the reasons set forth in Sections
5, 6 or 7 herein, all previously vested Options shall remain exercisable for a period of three months from the
effective date of termination. For the avoidance of doubt, termination of employment on account of a Divestiture of
a Business Segment shall result in any vested Options remaining exercisable for a period of three months from the
Divestiture Date. Any Options not yet vested as of the date of termination (after first taking into account the
accelerated vesting provisions of Sections 5, 6, 7, and 10) shall be forfeited. The transfer of employment of
Participant between the Company and any Affiliate (or between Affiliates) shall not be deemed a termination of
employment for purposes of this Award Agreement.
For the avoidance of doubt, in instances involving the termination of Participant’s employment, the reason
for the termination of Participant’s employment (i.e., death, Disability, retirement, for other reasons, or Divestiture
of Business Segment) shall control the vesting and exercising implications. For example, Participant’s death or
Disability following Participant’s termination of employment by reason of retirement shall not impact the vesting or
exercising of Options which shall continue to be governed by Section 7.
Section 9. Change-in-Control
In the event Participant is employed by the Company or its Affiliates on a date when a Change-in-Control
occurs, Participant’s right to exercise these Options shall become immediately fully vested as of the date of the
Change-In-Control, and shall remain exercisable until the Date of Expiration; unless such right of exercisability is
terminated early pursuant to Sections 5 through 8 of this Award Agreement.
Section 10. Acceleration of Vesting of Options in the Event of Divestiture of Business Segment
If the “Business Segment” (as that term is defined in this Section) in which Participant is primarily
employed as of the “Divestiture Date” (as that term is defined in this Section) is the subject of a “Divestiture of a
Business Segment” (as that term is defined in this Section), and such divestiture results in the termination of
Participant’s employment with the Company and its Affiliates for any reason, Participant shall immediately vest in
any Options subject to this Award Agreement that have not previously vested and any such Options shall become
immediately exercisable as of the Divestiture Date. In accordance with Section 8 above, any Options for which
NQSO US
1/2017 5
vesting is accelerated under this Section 10, and any Options that have vested prior to the Divestiture Date, shall
remain exercisable for a period of three months from the Divestiture Date.
For purposes of this Award Agreement, the term “Business Segment” shall mean a business line which the
Company treats as a separate operating segment under the segment reporting rules under U.S. generally accepted
accounting principles, which currently includes the following: Safety and Security Systems Group and
Environmental Solutions Group. Likewise, the term “Divestiture Date” shall mean the date that a transaction
constituting a Divestiture of a Business Segment is finally consummated.
For purposes of this Award Agreement, the term “Divestiture of a Business Segment” means the following:
A. When used with a reference to the sale of stock or other securities of a Business Segment that is or
becomes a separate corporation, limited liability company, partnership or other separate business entity, the sale,
exchange, transfer, distribution or other disposition of the ownership, either beneficially or of record or both, by the
Company or one of its Affiliates to “Nonaffiliated Persons” (as that term is defined in this Section) of one hundred
percent (100%) of either (i) the then-outstanding common stock (or the equivalent equity interests) of the Business
Segment or (ii) the combined voting power of the then-outstanding voting securities of the Business Segment
entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business
Segment;
B. When used with reference to the merger or consolidation of a Business Segment that is or becomes
a separate corporation, limited liability company, partnership or other separate business entity, any such transaction
that results in Nonaffiliated Persons owning, either beneficially or of record or both, one hundred percent (100%) of
either (i) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (ii) the
combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally
in the election of the board of directors or the equivalent governing body of the Business Segment; or
C. When used with reference to the sale of the assets of the Business Segment, the sale, exchange,
transfer, liquidation, distribution or other disposition of all or substantially all of the assets of the Business Segment
necessary or required to operate the Business Segment in the manner that the Business Segment had been operated
prior to the Divestiture Date.
For purposes of this Award Agreement, the term “Nonaffiliated Persons” shall mean any persons or
business entities which do not control, or which are not controlled by or under common control with, the Company.
Section 11. Restrictions on Transfer
Unless determined otherwise by the Committee pursuant to the terms of the Plan, these Options may not be
sold, transferred, alienated, assigned, pledged, encumbered or otherwise hypothecated, other than by will or by the
laws of descent and distribution. Further, these Options shall be exercisable during Participant’s lifetime only by
Participant or Participant’s legal representative.
Section 12. Adjustment in Certain Events
If there is any change in the Stock by reason of stock dividends or other distribution (whether in the form
of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, split-off, combination, repurchase or exchange of Shares or other securities of the Company,
or other similar corporate transaction or event, or changes in applicable rules, rulings, regulations or other
requirements of any governmental body or securities exchange, the Committee may, in its sole discretion, make such
adjustments to these Options that it deems necessary or appropriate and as it may deem equitable in Participant’s
rights.
Section 13. Method of Exercise and Form of Payment
Options that have become exercisable may be exercised by delivery of timely written notice to the
Company at its executive offices, addressed to the attention of the Company’s Corporate Secretary. Such notice: (A)
shall be signed by Participant or his or her legal representative; (B) shall specify the number of Options being
exercised and thus the number of full Shares then elected to be purchased with respect to the Options; and (C) shall
be accompanied by payment (or promise to pay, as applicable) in full of the Exercise Price of the Shares to be
purchased (along with an amount equal to any federal, state, local, and non-U.S. income and employment taxes
required to be withheld).
NQSO US
1/2017 6
The Exercise Price shall be payable: (a) in cash, check, cash equivalent and/or shares of Stock valued at the
Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the
Committee, by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery
of such shares to the Company); or (b) by such other method as the Committee may permit in its sole discretion,
including without limitation: (i) in other property having a fair market value on the date of exercise equal to the
Exercise Price, (ii) if there is a public market for the shares of Stock at such time, by means of a broker-assisted
“cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker
to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an
amount equal to the Exercise Price, or (iii) by a “net exercise” method whereby the Company withholds from the
delivery of the Shares for which the Option was exercised that number of Shares having a Fair Market Value equal
to the aggregate Exercise Price for the Shares for which the Option was exercised. Any fractional Shares shall be
settled in cash.
The Company shall deliver to Participant evidence of book entry Shares, or upon Participant’s request,
Share certificates in an appropriate amount based upon the number of Shares purchased under the Option. The
Company shall maintain a record of all information pertaining to Participant’s rights under this Award Agreement,
including the number of Shares for which the Options are exercisable. If all of the Options granted pursuant to this
Award Agreement have been exercised, this Award Agreement shall be null and void.
Section 14. Beneficiary Designation
Participant may designate a beneficiary or beneficiaries (contingently or successively) to receive any
benefits that may be payable under this Award Agreement in the event of Participant’s death and, from time to time,
may change his or her designated beneficiary (a “Beneficiary”). A Beneficiary may be a trust. A Beneficiary
designation shall be made in writing in a form prescribed by the Company and delivered to the Company while
Participant is alive.
Section 15. Stockholder Rights
Participant shall have no rights as a stockholder of the Company with respect to the Shares subject to this
Award Agreement until such time as the Exercise Price has been paid, and the Shares have been issued and
delivered to Participant.
Section 16. Tax Withholding
The Company shall have the power and the right to deduct or withhold, or require Participant to remit to
the Company, an amount sufficient to satisfy federal, state, and local taxes (including Participant’s FICA
obligation), domestic or foreign, required by law to be withheld with respect to any exercise of Participant’s rights
under this Award Agreement. Further, the Company can withhold amounts for federal, state, local or foreign
income or employment taxes in accordance with any tax withholding policy that may be adopted by the Company
and is in effect from time to time with respect to equity awards under the Plan irrespective of whether the amounts to
be withheld exceed the lowest tax withholding amount that could be determined for the grantee under another tax
withholding method. Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the
applicable withholding tax requirement, in whole or in part, by having the Company withhold Shares having an
aggregate Fair Market Value on the date the tax is to be determined, equal to such applicable withholding tax
requirement.
Section 17. Section 409A
This Award Agreement shall be construed consistent with the intention that it be exempt from Section
409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued after the date
hereof, “Section 409A”) as a stock right. However, notwithstanding any other provision of the Plan or this Award
Agreement, if at any time the Committee determines that this Award (or any portion thereof) may be subject to
Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to
indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Award
Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, as the Committee determines are necessary or appropriate either for this Award to
be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
NQSO US
1/2017 7
Section 18. Continuation of Employment
This Award Agreement shall not confer upon Participant any right to continuation of employment by the
Company or its Affiliates, nor shall this Award Agreement interfere in any way with the Company’s or its Affiliates’
right to terminate Participant’s employment at any time.
Section 19. Entire Award; Amendment
This Award Agreement and the Plan constitute the entire agreement between the parties with respect to the
terms and supersede all prior written or oral negotiations, commitments, representations and agreements with respect
thereto. The terms and conditions set forth in this Award Agreement may only be modified or amended in writing,
signed by both parties.
Section 20. Severability
In the event any one or more of the provisions of this Award Agreement shall be held invalid, illegal or
unenforceable in any respect in any jurisdiction, such provision or provisions shall be automatically deemed
amended, but only to the extent necessary to render such provision or provisions valid, legal and enforceable in such
jurisdiction, and the validity, legality and enforceability of the remaining provisions of this Award Agreement shall
not in any way be affected or impaired thereby.
Section 21. Miscellaneous
A. This Award Agreement and the rights of Participant hereunder are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the
Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions
on any Shares acquired pursuant to these Options, as it may deem advisable, including, without limitation,
restrictions under applicable federal securities laws, under applicable federal and state tax law, under the
requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any
blue sky or state securities laws applicable to such Shares.
It is expressly understood that the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which
shall be binding upon Participant.
B. The Committee may terminate, amend, or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan may materially and adversely affect Participant’s rights under
this Award Agreement, without the written consent of Participant.
C. Participant agrees to take all steps necessary to comply with all applicable provisions of federal
and state securities and tax laws in exercising his or her rights under this Award Agreement.
D. This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be required.
E. This Award (including any proceeds, gains or other economic benefit actually or constructively
received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares
underlying the Award) shall be subject to the provisions of any clawback policy currently or subsequently
implemented by the Company to the extent set forth in such policy.
F. All obligations of the Company under the Plan and this Award Agreement, with respect to these
Options, shall be binding on any successor to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company.
G. To the extent not preempted by federal law, this Award Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflict of
law.
NQSO US
1/2017 8
FEDERAL SIGNAL CORPORATION
NONQUALIFIED STOCK OPTION AWARD
BENEFICIARY DESIGNATION
Participant: Social Security No.:
Address: Date of Birth:
Participant hereby designates the following individual(s) or entity(ies) as his or her beneficiary(ies)
pursuant to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan (Insert Name, Social
Security Number, Relationship, Date of Birth and Address of Individuals and/or fully identify any trust beneficiary
by the Name of the Trust, Date of Execution of the Trust, the Trustee’s Name, the address of the trust, and the
employer identification number of the trust):
Primary Beneficiary(ies)
Contingent Beneficiary(ies)
Participant hereby reserves the right to change this Beneficiary Designation, and any such change shall be
effective when the Participant has executed a new or amended Beneficiary Designation form, and the receipt of such
form has been acknowledged by the Company, all in such manner as specified by the Company from time to time,
or on a future date specified by any such new or amended Beneficiary Designation form.
IN WITNESS WHEREAS, the parties have executed this Beneficiary Designation on the date designated
below.
Date: ,
Signature of Participant
Received:
FEDERAL SIGNAL CORPORATION
Date: , By: