EXHIBIT 10.3
NON-QUALIFIED STOCK OPTION PARTICIPANT NAME
GRANT AGREEMENT
This Non-Qualified Stock Option Grant Agreement (the "Agreement")
is dated as of this ____ day of __________, 20___ and sets forth the
terms and conditions of the Award described below made by Xxxxxxxx &
Struggles International, Inc. (the "Company") to _______________ (the
"Participant"), pursuant to the 2007 Xxxxxxxx & Struggles GlobalShare
Program (the "Program").
As of _______________, 20___ (the "Grant Date"), the Company has
granted an option (the "Option") to purchase ____ shares of the
Company's common stock, par value $.01 (the "Shares"), at $_____ per
Share (the "Option Price"). This Option is granted pursuant to the
Program and is governed by the terms and conditions of the Program.
All defined terms used herein, unless specifically defined in this
Agreement, have the meanings assigned to them in the Program. The
Participant agrees to be bound by all terms and conditions of the
Agreement and the Program and has received and reviewed a copy of the
Program and the Prospectus for the Program dated _______________,
20___.
The Option granted under this Agreement shall not become valid or
enforceable unless and until the Participant executes the Agreement
and it is accepted by the Company. By the Participant's signature and
the Company's signature below, the Participant and the Company agree
that this constitutes the signature page of the Agreement.
Participant further agrees that the Option is granted under and
governed by the terms and conditions of the Agreement and the Program.
Agreements that are not signed and returned are considered null and
void.
IN WITNESS WHEREOF, the parties hereto have duly executed the
Agreement as of the date first set forth above.
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Name: PARTICIPANT NAME
Xxxxxxxx & Struggles International, Inc.
By: ________________________
Name:
Title: Secretary
NOW, THEREFORE, in consideration of the agreements of the
Participant herein provided and pursuant to the Program, the parties
agree as follows:
1. DEFINITIONS. All capitalized terms used herein, unless
specifically defined herein, shall have the same meanings as
established in the Program.
2. PARTICIPATION. Pursuant to the Program and contingent upon
the execution of the Agreement, the Company hereby grants to the
Participant an Option to purchase ____ Shares at $_____ per Share
subject to the terms and conditions herein. As a material condition
and inducement to the Company's grant of the Option to the
Participant, the Participant agrees that he or she has received and
reviewed the Program and further agrees to be bound by all of the
terms and conditions of the Agreement and the Program, as may be
amended by the Company from time to time.
3. VESTING AND EXERCISABILITY OF OPTIONS.
(a) Subject to Sections 3(b), (c) and (d) below, the Option
granted under the Agreement shall vest in accordance
with the schedule set forth below; provided, the
Participant has been in Continuous Service through each
vesting date. For purposes of the Agreement,
"Continuous Service" shall mean the Participant's
service with the Company or any Subsidiary or Affiliate
as an employee, or the Participant's service as a
member of the Board of Directors of the Company, has
not been interrupted or terminated, and shall include
any period during which the Participant is on an
approved leave of absence from the Company or its
Subsidiaries or Affiliates.
VESTING DATE OPTION VESTING
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The Participant may exercise the Option with respect to
the number of Shares that have vested, provided that
the Option shall terminate at the close of business on
_______________, 20___ (the "Option Termination Date").
The Option may be exercised in whole or in part, but
only with respect to full Shares, and shall be void and
of no effect after the Option Termination Date, unless
cancelled earlier pursuant to Section 3(b), (c) or (d)
below.
(b) If the Participant's Continuous Service is terminated
as a result of the Participant's death or Disability,
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the Option shall immediately vest. The Participant's
estate or designated beneficiary shall be entitled to
exercise the outstanding Option until the earlier of
180 days following the termination of such Continuous
Service or the Option Termination Date.
(c) If the Participant's Continuous Service is terminated
for Cause, the outstanding Option shall be cancelled to
the extent not previously exercised and all rights
hereunder and under the Program shall terminate on the
date of such termination of Continuous Service.
(d) If the Participant's Continuous Service is terminated
for any reason other than those specifically described
in this Section 3, the Participant's Option shall
terminate immediately to the extent not yet exercisable
pursuant to Section 1 hereof, and the Participant shall
be entitled to exercise the outstanding Option until
the earlier of 60 days following such termination of
Continuous Service or the Option Termination Date.
(e) In the case of a Participant who is both an employee of
the Company or any Subsidiary or Affiliate and a member
of the Board of Directors of the Company, Continuous
Service shall not end until the Participant's service
as both an employee and a director terminates.
(f) The foregoing provisions of this Section 3 shall be
subject to the provisions of any written employment,
severance or similar agreement that has been or may be
executed by the Participant and the Company, and the
provisions in such agreement concerning the vesting and
exercise of the Option in connection with the
Participant's termination of Continuous Service shall
supercede any inconsistent or contrary provision of
this Section 3.
4. EXERCISE OF THE OPTION. Written notice of an election to
exercise any portion of the Option shall be given by the Participant,
or his or her personal representative in the event of the
Participant's death, in accordance with procedures established by the
Committee. At the time of exercise, payment of the purchase price for
the Shares with respect to which the Option is being exercised must be
made by (a) a cash payment, (b) in cash received from the
broker-dealer to whom the Participant has submitted an exercise notice
and irrevocable instructions to deliver the purchase price to the
Company from the proceeds of the sale of Shares subject to the Option,
(c) by having Shares withheld by the Company from any Shares that
would otherwise be received upon exercise of the Option, or (d) by any
other method approved by the Committee.
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5. TAX WITHHOLDINGS AND PAYMENTS.
(a) The Company or any Subsidiary or Affiliate is
authorized to withhold from any payment to be made to
the Participant, amounts of income tax withholding and
other taxes due in connection with the exercise of the
Option. The Participant shall hold the Company
harmless for any damages caused by his or her failure
to so comply and for any other damages caused by his or
her actions or inactions.
(b) The Participant may pay such withholding taxes in any
method specified in Section 4 above. If the
Participant does not satisfy the withholding obligation
within a reasonable time established by the Committee,
the Participant's withholding obligation shall be
satisfied by the Company's withholding of Shares from
the Shares that would otherwise be received upon
exercise of the Option.
6. DELIVERY OF SHARES TO THE PARTICIPANT. As soon as
practicable after the Participant's payment of the Option exercise
price and withholding taxes, the custodian appointed by the Committee
from time to time (the "Custodian") shall, without transfer or issue
tax or other incidental expense to the Participant, deliver to the
Participant by first-class insured mail addressed to the Participant
at the address shown on page 1 or the last address of record on file
with the Custodian, or direct deposit, if applicable, (a) a statement
from the Custodian referencing the number of Shares held in the
Participant's name in book entry account, or (b) at the Participant's
request, certificate(s) for the number of Shares as to which the
Option has been exercised, and/or (c) the proceeds of the sale of
Shares in excess of the option exercise price and withholding tax
obligation.
7. CHARACTERISTICS OF OPTIONS.
(a) Options are not Shares and the grant of Options shall
provide only those rights expressly set forth in the
Agreement and the Program. The Participant is not
deemed to be a stockholder in the Company or have any
of the rights of a stockholder in the Company until he
or she acquires Shares upon exercise of the Option.
(b) The Participant does not have voting rights or any
other rights inherent to the ownership of Shares,
including the rights to dividends, or other liquidating
or non-liquidating distributions, by virtue of being
granted the Option.
(c) The Option shall, during the Participant's lifetime, be
exercisable only by the Participant, and neither it nor
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any right hereunder or under the Program shall be
transferable otherwise than by will or the laws of
descent and distribution, or be subject to attachment,
execution or other similar process; provided, however,
that to the extent permitted by applicable law, the
Participant may designate a beneficiary pursuant to
procedures which may be established by the Committee.
In the event of any attempt by the Participant to
alienate, assign, pledge, hypothecate or otherwise
dispose of the Option or of any right hereunder or
under the Program, except as provided for in the
Program, or in the event of any levy or any attachment,
execution or similar process upon the rights or
interest conferred by the Option, the Company may
terminate the Option by notice to the Participant and
the Option shall thereupon be cancelled. Any person or
persons to whom the Participant's rights under the
Option have passed by will or by the applicable laws of
descent and distribution shall be subject to all the
terms and conditions of the Program and the Agreement
applicable to the Participant.
8. MISCELLANEOUS.
(a) The granting of an Award under the Program and the
Agreement shall impose no obligation on the Company or
any Subsidiary or Affiliate to continue the employment
relationship or any other relationship between it and
the Participant and shall not lessen or affect the
Company's, Subsidiary's or Affiliate's right to
terminate its relationship with the Participant. The
Participant shall have no claim to be granted any
further or other Award under the Program, and there is
no obligation for uniformity of treatment of the
Participants. The Participant acknowledges and agrees
that: (i) the Program is established voluntarily by the
Company, it is discretionary in nature and it may be
modified, amended, suspended or terminated by the
Company at any time; (ii) the grant of an Option is
voluntary and occasional and does not create any
contractual or other right to receive future grants of
Options, or benefits in lieu of an Option, even if
Options have been granted repeatedly in the past; (iii)
all decisions with respect to future Option grants, if
any, will be at the sole discretion of the Company;
(iv) participation in the Program is voluntary; (v) the
Options are not a part of normal or expected
compensation or salary for any purposes, including, but
not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement
benefits or similar payments; (vi) the future value of
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the underlying shares is unknown and cannot be
predicted with certainty; and (vii) in consideration of
the grant of an Option, no claim or entitlement to
compensation or damages shall arise from termination of
the Option or diminution in value of the Option
including (without limitation) any claim or entitlement
resulting from termination of the Participant's active
employment by the Company or a Subsidiary or Affiliate
(for any reason whatsoever and whether or not in breach
of local labor laws) and the Participant hereby
releases the Company and its Subsidiaries and
Affiliates from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found
by a court of competent jurisdiction to have arisen,
then, by signing this Agreement, the Participant shall
be deemed irrevocably to have waived the Participant's
entitlement to pursue such claim.
(b) The Agreement shall, subject the terms hereof,
terminate upon the forfeiture and/or exercise of the
entire Option granted to the Participant hereunder,
unless otherwise agreed upon by the parties hereto.
(c) The Agreement may be amended by the written agreement
of the Company and the Participant. Notwithstanding
the foregoing, (i) the Company may amend, alter or
discontinue the Agreement, without the consent of the
Participant so long as such amendment, alteration or
discontinuance would not impair any of the rights or
obligations under any Award theretofore granted to the
Participant under the Program; and (ii) the Committee
may amend the Agreement in such manner as it deems
necessary to permit the granting of Awards meeting the
requirements of the Code or other applicable laws.
(d) The parties agree that the Agreement shall be governed
by and interpreted and construed in accordance with the
laws of the United States and, in particular, those of
the State of Illinois without regard to its conflict of
law principles, as Illinois is the situs of the
principal corporate office of the Company.
Furthermore, to the extent not prohibited under
applicable law, and unless the Company affirmatively
elects in writing to allow the proceeding to be brought
(or itself brings such a proceeding) in a different
venue, the parties agree that any suit, action or
proceeding with respect to the Program, the Option or
the Agreement shall be brought in the state courts in
Chicago, Illinois or in the U.S. District Court for the
Northern District of Illinois. The parties hereby
accept the exclusive jurisdiction of those courts for
the purpose of any such suit, action or proceeding.
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Venue for any such action, in addition to any other
venue required or otherwise mandated by statute, will
be in Chicago, Illinois. Each party further agrees to
waive any applicable right to a jury trial, and
expressly elects to have the matter heard as a bench
trial.
(e) Unless waived by the Company, any notice to the Company
required under or relating to the Agreement shall be in
writing and addressed to:
Chief Legal Officer
Xxxxxxxx & Struggles International, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
9. PROGRAM GOVERNS. All terms and conditions of the Program
are incorporated herein and made part hereof as if stated herein. If
there is any conflict between the terms and conditions of the Program
and the Agreement, the terms and conditions of the Program, as
interpreted by the Committee, shall govern.
10. DATA PRIVACY. By signing below, the Participant voluntarily
acknowledges and consents to the collection, use, processing and
transfer of personal data as described in this Section 10. The
Participant is not obliged to consent to such collection, use,
processing and transfer of personal data. However, the Participant's
failure to provide the consent may affect the Participant's ability to
participate in the Program. The Company and its Subsidiaries and
Affiliates hold certain personal information about the Participant,
including the Participant's name, home address and telephone number,
date of birth, employee identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company,
details of all options or any other rights or entitlements to shares
of stock in the Participant's favor, for the purpose of managing and
administering the Program ("Data"). The Company, its Subsidiaries and
its Affiliates will transfer Data amongst themselves as necessary for
the purpose of implementation, administration and management of the
Participant's participation in the Program, and the Company and any of
its Subsidiaries or Affiliates may each further transfer Data to any
third parties assisting in the implementation, administration and
management of the Program. These recipients may be located in the
European Economic Area, or elsewhere throughout the world, such as the
United States. The Participant authorizes them to receive, possess,
use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing the
Participant's participation in the Program, including any requisite
transfer of such Data as may be required for the administration of the
Program and/or the subsequent holding of Shares on the Participant's
behalf to a broker or other third party with whom the Participant may
elect to deposit any Shares acquired pursuant to the Program. The
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Participant may, at any time, review Data, require any necessary
amendments to it or withdraw the consents herein in writing by
contacting the Company; however, by withdrawing consent, the
Participant will affect his or her ability to participate in the
Program.
11. EXECUTION OF THE AGREEMENT.
(a) The Parties agree that this Agreement shall be
considered executed by both parties executing the
Agreement as the first page hereof, which is a part
hereof.
(b) This Agreement, or any amendments thereto, may be
executed in counterparts, each of which shall be deemed
an original but all of which shall constitute one and
the same instrument.
(c) All terms and conditions of the Program are
incorporated herein and made part hereof as if stated
herein. If there is any conflict between the terms and
conditions of the Program and the Agreement, the terms
and conditions of the Program, as interpreted by the
Committee, shall govern.
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