Exhibit 10.6
CF INDUSTRIES HOLDINGS,
INC.
2009 EQUITY AND INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT
Capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms as defined in
the CF Industries Holdings, Inc. 2009 Equity and Incentive
Plan (the “Plan”). Please review this
Non-Qualified Stock Option Award Agreement and promptly return a
signed copy to Wendy Jablow Spertus in order to render the grant
effective.
1.
NOTICE OF STOCK OPTION
GRANT
[Name]
You (the “Optionee”)
have been granted an option to purchase shares of the
Company’s Stock, subject to the terms and conditions of the
Plan and this Award Agreement, as follows:
|
Date of Grant
|
|
[Date]
|
|
Exercise Price per Share
|
|
[Price]
|
|
Number of Shares Subject to the
Option
|
|
[# Shares]
|
|
Type of Option
|
|
Non-Qualified Option (NQSO)
|
|
Term/Expiration Date
|
|
Tenth anniversary of the Date of Grant, unless
earlier terminated as provided in the Plan and/or this Award
Agreement
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Vesting Schedule
:
Subject to accelerated vesting upon
a Change in Control or otherwise as set forth herein or in the
Plan, this Option may be exercised, in whole or in part, in
accordance with the following schedule (the “Vesting
Schedule”):
[Vesting Terms]
2.
AGREEMENT
a.
Grant of Option
.
The Company hereby grants to the
Optionee an Option to purchase the number of shares of Stock at the
exercise price per share set forth in Section 1
(the “Exercise Price”), subject to
the terms and conditions of the Plan, which is incorporated herein
by reference. This Option shall not be treated as an
incentive stock option within the meaning of
Section 422(b) of the Code.
b.
Exercise of Option
.
(a)
Right to Exercise . This Option is exercisable during its
term in accordance with the Vesting Schedule and the applicable
provisions of the Plan and this Award Agreement. Unless
otherwise determined by the Committee, this Option shall only
become exercisable on the dates set forth in the Vesting
Schedule.
(b)
Method of Exercise . This Option is exercisable by delivery
of an option exercise notice, in the form specified by the Company
(the “Exercise Notice”), which will be provided to the
Optionee separately by the Plan’s administrator.
The Exercise Notice shall be accompanied by payment
of the aggregate exercise price for all shares of Stock for which
the Option is being exercised (“Exercised
Shares”). This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate exercise price.
(c)
Method of Payment .
Payment of the aggregate Exercise
Price of the Exercised Shares shall be by any of the following, or
a combination thereof, at the election of the Optionee:
(i)
cash; or
(ii)
delivery of shares of Stock previously owned by the Optionee (for a
period of at least six months) having a Fair Market Value equal to
or less than the aggregate exercise price for such Exercised
Shares; or
(iii)
under a “broker cashless exercise” program implemented
by the Company in connection with the Plan; or
(iv)
the Optionee’s written authorization for the Company to
withhold shares of Exercised Shares having a Fair Market Value
equal to or less than the aggregate exercise price for such
Exercised Shares.
c.
Withholding
.
The Company or a Subsidiary shall
withhold all applicable taxes or other amounts required by law from
all amounts paid or delivered in respect of the Option. The
Optionee may satisfy the withholding obligation by paying the
amount of any taxes in cash or, shares may be withheld from the
Exercised Shares to satisfy
2
the obligation in full or in part. The
amount of the tax withholding and the number of shares to be
withheld shall be determined by the Committee with reference to the
Fair Market Value of the Stock when the withholding is required to
be made. If shares are withheld, such shares shall have a
Fair Market Value equal to or less than the minimum statutorily
required withholding obligation.
d.
Non-Transferability of
Option .
Unless otherwise determined by the
Committee, this Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of the Optionee only by
the Optionee. The terms of the Plan and this Award Agreement
shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
e.
Term of Option/Termination of
Employment or Service .
(a)
Unexercisable Options . Except as specifically set forth
below, if the Optionee’s employment with the Company is
terminated for any reason, and if the Committee does not determine
otherwise, any portion of the Option that has not become
exercisable in accordance with the Vesting Schedule shall
immediately be forfeited and shall terminate.
(b)
Termination for Cau
