Exhibit 4.4
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of ____________ (the "Date
of Grant") by and between Galileo International, Inc., a Delaware corporation
(the "Company"), and __________________ (the "Optionee").
1. Definitions. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Company's 1999 Equity
and Performance Incentive Plan (the "Plan").
2. Grant of Stock Option. Subject to and upon the terms,
conditions and restrictions set forth in this Agreement and in the Plan, the
Company hereby grants to the Optionee as of the Date of Grant a stock option
(the "Option") to purchase _____________ Common Shares Stock (the "Optioned
Shares"). The Option may be exercised from time to time in accordance with the
terms of this Agreement. The price at which the Optioned Shares may be purchased
pursuant to this Option shall be _____________ per share, subject to adjustment
as hereinafter provided (the "Option Price"). The Option is intended to be a
non-qualified stock option and shall not be treated as an "incentive stock
option" within the meaning of that term under Section 422 of the Code, or any
successor provision thereto.
3. Term of Option. The term of the Option shall commence on
the Date of Grant and, unless earlier terminated in accordance with Section 7
hereof, shall expire ten (10) years from the Date of Grant.
4. Vesting of Option. Subject to the expiration or earlier
termination of the Option, the Optioned Shares granted hereby shall become
exercisable as follows:
(i) after one (1) year from the Date of Grant, the Optionee
may purchase up to ____________ percent (__%) of the
Optioned Shares;
(ii) after two (2) years from the Date of Grant, the Optionee
may purchase up to ____________ percent (__%) of the
Optioned Shares;
(iii) after three (3) years from the Date of Grant, the Optionee
may purchase up to ____________ percent (__%) of the
Optioned Shares; and
(iv) after four (4) years from the Date of Grant, the Optionee
may purchase up to ___________ percent (__%) of the
Optioned Shares.
To the extent the Option is exercisable, it may be exercised in whole or in
part. In no event shall the Optionee be entitled to acquire a fraction of one
Optioned Share pursuant to this Option. The Optionee shall be entitled to the
privileges of ownership with respect to Optioned Shares purchased and delivered
to him or her only upon the exercise of all or part of this Option.
5. Transferability of Option. The Option granted hereby shall
be neither transferable nor assignable by the Optionee other than by will or by
the laws of descent and distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee, or in the event of his or her legal
incapacity, by his or her guardian or legal representative acting on behalf of
the Optionee. Any purported transfer or encumbrance in violation of the
provisions of this Section 5 shall be void, and the other party to any such
purported transaction shall not obtain any rights to or interest in the Option.
6. Notice of Exercise; Payment. To the extent then
exercisable, the Option may be exercised by written notice to the Company
stating the number of Optioned Shares for which the Option is being exercised
and the intended manner of payment. The date of such notice shall be the
exercise date. Payment equal to the aggregate Option Price of the Optioned
Shares being exercised shall be tendered in full with the notice of exercise to
the Company either (i) in cash or by check acceptable to the Company, (ii) by
the tender to the Company of shares of Common Stock owned by the Optionee for at
least 6 months and registered in the name of the Optionee having an aggregate
fair market value on the date of exercise equal to the total Option Price, such
fair market value to be determined based on the Market Value per Share on the
date of exercise, (iii) by delivery of irrevocable instructions to a financial
institution or broker to deliver promptly to the Company sale or loan proceeds
with respect to the shares sufficient to pay the total Option Price, or (iv) by
any combination of the payment methods specified in clauses (i) through (iii)
hereof. Within ten (10) days thereafter, the Company shall direct the due
issuance of the Optioned Shares so purchased.
7. Conditions and Limitations on Right to Exercise
Option. Notwithstanding the provisions of Sections 3 and 4 hereof,
(a) Except as otherwise provided in Section 7(b) hereof, this Option
may not be exercised unless the Optionee is, at the time of exercise, an
employee of the Company or a Subsidiary (as defined in the Plan) and has been
employed by the Company or a Subsidiary continuously since the Date of Grant. If
the Optionee returns to active employment with the Company or a Subsidiary after
having been on an approved leave of absence from the Company or a Subsidiary,
the Optionee shall be treated as if continuously employed during the period of
such leave of absence. This Option may not, however, be exercised by the
Optionee while on a leave of absence from active employment with the Company or
a Subsidiary, unless such exercise is expressly approved in writing by the
Board; and
(b) (i) If the Optionee ceases to be employed by the Company or a
Subsidiary (other than by reason of death, Disability (as defined below) or
Retirement (as defined below)), the Option granted hereby, to the extent the
Optionee was entitled to exercise it at the date of termination of employment,
may be exercised at any time within three months after such termination but not
after the date of termination of the Option. Any part of the Option not so
exercised shall expire. Notwithstanding the foregoing, if Optionee's employment
is terminated for Cause (as defined below), then this Option shall thereupon
terminate and thereafter be unexercisable.
(ii) If the Optionee Retires after reaching age 65, all or any
part of this Option which has not yet been exercised, whether otherwise
eligible for immediate exercise by the terms of this Agreement or not,
may be exercised at any time within six months after the Optionee's
retirement but not after the date of expiration of the Option.
(iii) If the Optionee Retires after attaining age 55 but not
age 65, the Board, in its sole discretion, may permit all or any part
of this Option which has not yet been exercised, whether otherwise
eligible for immediate exercise by the terms of this Agreement or not,
to be exercised within six months after the Optionee's Retirement but
not after the date of expiration of the Option.
(iv) If the Optionee's employment is terminated by reason of
death or Disability, all or any part of this Option which has not yet
been exercised, whether otherwise eligible for immediate exercise by
the terms of this Agreement or not, may be exercised at any time within
one year after such termination but not after the date of expiration of
the option.
As used in this Agreement, "Cause" means:
(1) The Optionee's failure to substantially perform his
or her duties with the Company (other than any such
failure resulting from the Optionee's Disability (as
defined below) or at any time that Good Reason (as
defined below) exists).
(2) The Optionee's willful conduct which is demonstrably
and materially injurious to the Company, monetarily
or otherwise. For purposes of paragraphs (1) and (2),
no act, or failure to act, on the part of the
Optionee shall be deemed "willful" unless done, or
omitted to be done, by the Optionee not in good faith
and without reasonable belief that the Optionee's
action or omission was in the best interest of the
Company and its affiliates.
As used in this Agreement, "Disability" means the permanent inability
of the Optionee, as a result of accident or illness, to perform substantially
all of the duties pertaining to such Optionee's occupation or employment for
which the Optionee is suited by reason of previous training, education and
experience, as determined by the Board. A determination made under any long-term
disability benefit plan covering the Optionee that the Optionee is disabled for
purposes of entitlement to benefits under that plan may be relied upon by the
Board as sufficient evidence of Disability for purposes of the plan.
As used in this Agreement, "Retirement" means the Optionee's
termination of employment with the Company at the time the Optionee is eligible
for retirement or early retirement as defined by (i) the then current
Company-sponsored plan or scheme, or (ii) the country laws and practices,
applicable at the time of such termination.
As used in this Agreement, "Good Reason" means, without the Optionee's
express written consent, the occurrence of any of the following circumstances,
unless such circumstances are fully corrected within 30 days of Optionee's
written notice to Galileo's Senior Vice President, Human Resources:
(1) A significant diminution or adverse alteration in the
Optionee's status or responsibilities from those in effect at
the date hereof; provided that a change in the Optionee's
title prior to any Change in Control, by itself, shall not
constitute a diminution or adverse alteration for purposes of
the foregoing;
(2) A reduction in the Optionee's annual base salary as in
effect at the date hereof or as the same may be increased
from time to time;
(3) The relocation of the principal execution offices of the
Company or the affiliate where the Optionee is employed at the
date hereof to a location more than 35 miles from such
location, or the Optionee's being required to be based
anywhere other than such offices, except for required business
travel obligations; or
(4) The failure (without the Optionee's consent) to pay any portion of
the Optionee's current compensation.
The Optionee's continued employment shall not constitute consent to, or a wavier
of rights with respect to, any circumstances constituting Good Reason hereunder.
This Agreement shall not be exercisable for any number of Optioned
Shares in excess of the number of Optioned Shares for which this Agreement is
then exercisable, pursuant to Sections 4 and 8 hereof, on the date of
termination of employment.
8. Acceleration of Option. Notwithstanding the provisions of
Section 4, the Option granted hereby shall become immediately exercisable in
full in the event of (i) a Change of Control [to be included only in
Non-Qualified Stock Option Agreements between the Company and its Chairman,
President and Chief Executive Officer, or any one of its Senior Vice Presidents
or other executive officers], (ii) the Optionee's Disability if the Optionee
becomes Disabled while an employee of the Company, (iii) the death of the
Optionee if such death occurs while the Optionee is employed by the
Company, (iv) the Optionee's Retirement from the Company after attaining age
65, or (v) in the Board's sole discretion, the Optionee's Retirement
after attaining age 55 but not age 65. Also notwithstanding the provisions
of Section 4, the Board may determine, in its sole discretion, that the Option
granted hereby shall become immediately exercisable in full in the event of (x)
termination employment by the Company other than for Cause or (y) termination
of employment by the Optionee for Good Reason.
9. No Employment Contract. Nothing contained in this Agreement
shall confer upon the Optionee any right with respect to continuance of
employment by the Company or a Subsidiary, nor limit or affect in any manner the
right of the Company or a Subsidiary to terminate the employment or adjust the
compensation of the Optionee.
10. Taxes and Withholding. If the Company or any Subsidiary
shall be required to withhold any federal, state, local or foreign tax in
connection with the exercise of the Option, and the amounts available to the
Company or such Subsidiary for such withholding are insufficient, the Optionee
shall pay the tax or make provisions that are satisfactory to the Company or
such Subsidiary for the payment thereof. The Optionee may elect to satisfy all
or any part of any such withholding obligation by surrendering to the Company a
portion of the Optioned Shares that are issued or transferred to the Optionee
upon the exercise of the Option, and the Optioned Shares so surrendered by the
Optionee shall be credited against any such withholding obligation at the Market
Value per Share of such shares on the date of such surrender. The Company will
pay any and all issue and other taxes in the nature thereof which may be payable
by the Company in respect of any issue or delivery upon a purchase pursuant to
this Option.
11. Compliance with Law. The Company shall make reasonable
efforts to comply with all applicable federal and state securities laws;
provided, however, that notwithstanding any other provision of this Agreement,
the Option shall not be exercisable if the exercise thereof would result in a
violation of any such law.
12. Adjustments. The Board shall make or provide for such
adjustments in the number of Optioned Shares covered by this Option, in the
Option Price applicable to such Option, and in the kind of shares covered
thereby, as the Board may determine is equitably required to prevent dilution or
enlargement of the Optionee's rights that otherwise would result from (a) any
stock dividend, stock split, combination of shares, recapitalization, or other
change in the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation, or other distribution of assets or issuance of rights or warrants
to purchase securities, or (c) any other corporate transaction or event having
an effect similar to any of the foregoing. In the event of any such transaction
or event, the Board may provide in substitution for this Option such alternative
consideration as it may determine to be equitable in the circumstances and may
require in connection therewith the surrender of this Option.
13. Available Shares. The Company shall at all times until the
expiration of the Option reserve and keep available, either in its treasury or
out of its authorized but unissued shares of Common Stock, the full number of
Optioned Shares deliverable upon the exercise of this Option.
14. Relation to Other Benefits. Any economic or other benefit
to the Optionee under this Agreement shall not be taken into account in
determining any benefits to which the Optionee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan maintained by
the Company or a Subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan
covering employees of the Company or a Subsidiary.
15. Amendments. Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the rights
of the Optionee under this Agreement without the Optionee's consent.
16. Rights as a Stockholder. The Optionee shall have none of
the rights of a stockholder with respect to the shares of Common Stock subject
to this Option until such shares are issued to the Optionee upon exercise of the
Option.
17. Severability. In the event that one or more of the
provisions of this Agreement shall be invalidated for any reason by a court of
competent jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
18. Relation to Plan. This Agreement is subject to the terms
and conditions of the Plan. In the event of any inconsistent provisions between
this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to
the Plan, as constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions that arise in
connection with this Option or its exercise.
19. Successors and Assigns. Without limiting Section 5 hereof,
the provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and assigns
of the Optionee, and the successors and assigns of the Company.
20. Notices. Any notice to the Company provided for herein
shall be in writing to the Company, marked Attention: ____________________ at
Galileo International, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and any notice to the Optionee shall be addressed to said
Optionee at his or her address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be deemed to be duly given
if and when hand delivered, or five (5) business days after having been mailed
by United States registered or certified mail, return receipt requested, postage
prepaid, or three (3) business days after having been sent by a nationally
recognized overnight courier service such as Federal Express, UPS or Purolator,
addressed as aforesaid. Any party may change the address to which notices are to
be given hereunder by written notice to the other party as herein specified,
except that notices of changes of address shall be effective only upon receipt.
21. Governing Law. The interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of the State of
Delaware, without giving effect to the principles of conflict of laws thereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer as of the day and year
first above written.
GALILEO INTERNATIONAL, INC.
By:_____________________
Its:____________________
The undersigned Optionee hereby acknowledges receipt of an
executed original of this Agreement and accepts the Option granted hereunder,
subject to the terms and conditions of the Plan and the terms and conditions
hereinabove set forth.
Optionee
__________________________
Date: _______________