Exhibit 10-O-9
Terms and Conditions of Stock
Option Agreement (U.K. Nonqualified Option)
2008 Long-Term incentive
plan
Effective for
options granted on or after May 8, 2008.
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The Option may
not be exercised prior to the date one year from the date of the
Stock Option Agreement of which these terms and conditions are a
part (the "Agreement"). Thereafter, the Option may be exercised in
installments as follows:
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(a) Beginning
on the date one year from the date of the Agreement, the Option may
be exercised to the extent of 33% of the shares originally covered
thereby;
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(b) Beginning
on the date two years from the date of the Agreement, the Option
may be exercised to the extent of an additional 33% of the shares
originally covered thereby;
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(c) Beginning
on the date three years from the date of the Agreement, the Option
may be exercised to the extent of an additional 34% of the shares
originally covered thereby;
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(d) To the
extent not exercised installments shall be cumulative and may be
exercised in whole or in part; and
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all subject to
the Agreement and these terms and conditions and any rules and
regulations established by the Committee pursuant to the Plan or
the United Kingdom Rules.
Notwithstanding
the foregoing, if your stock option grant included an incentive
stock option (ISO), the ISO portion of the grant would be maximized
within permissible regulatory limits. This could result in a
different number of options vesting on the first three anniversary
dates of the grant under the nonqualified option (NQO) and/or the
ISO portion of the grant than the number indicated by the schedule
above. In any event, the total number of NQOs and ISOs in the
grant, will, as a whole, vest according to the schedule above. Your
grant information (available online via Smith Barney's Benefit
Access website - www.benefitaccess.com or through a Smith
Barney phone representative) will reflect the specific number of
ISOs and NQOs vesting on the specific dates.
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Except as
provided in the immediately following two paragraphs, if, prior to
the date one year from the date of the Agreement, the Optionee's
employment with the Company shall be terminated by the Company,
with or without cause, or by the act, death, incapacity or
retirement of the Optionee, the Optionee's right to exercise the
Option shall terminate on the date of such termination of
employment and all rights hereunder and under the Agreement shall
cease.
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Notwithstanding
the provisions of the next preceding paragraph, if the Optionee's
employment with the Company shall be terminated by reason of
retirement, release because of disability or death, and the
Optionee had remained in the employ of the Company for at least six
months following the date of the Agreement, and subject to the
provisions of Article 3 hereof, all the Optionee's rights hereunder
and under the Agreement shall continue in effect or continue to
accrue until the date ten years after the date of the Agreement,
subject, in the event of the Optionee's death during such ten year
period, to the provisions of the sixth paragraph of this Article
and subject to any other limitation contained herein or in the
Agreement on the exercise of the Option in effect at the date of
exercise.
Notwithstanding
anything to the contrary set forth herein or in the Agreement, if
the Optionee's employment with the Company shall be terminated at
any time by reason of a sale or other disposition (including,
without limitation, a transfer to a "Joint Venture" (as hereinafter
defined)) of the division, operation or subsidiary in which the
Optionee was employed or to which the Optionee was assigned, all
the Optionee's rights under the Option shall become immediately
exercisable and continue in effect until the date five years after
the date of such termination (but not later than the date ten years
from the date of grant of the Option), provided the Optionee shall
satisfy both of the following conditions: (a) the Optionee, at the
date of such termination, had remained in the employ of the Company
for at least three months following the grant of the Option, and
(b) the Optionee continues to be or becomes employed in such
division, operation or subsidiary following such sale or other
disposition and remains in such employ until the date of exercise
of the Option (unless the Committee, or any committee appointed by
it for the purpose, shall waive this condition (b)).
Upon
termination of the Optionee's employment with such (former)
division, operation or subsidiary following such sale or other
disposition, any then existing right of the Optionee to exercise
the Option shall be subject to the following limitations: (i) if
the Optionee's employment is terminated by reason of disability,
death or retirement with the approval of his or her employer, the
Optionee's rights shall continue as provided in the preceding
sentence with the same effect as if his or her employment had not
terminated; (ii) if the Optionee's employment is terminated by
reason of discharge or voluntary quit, the Optionee's rights shall
terminate on the date of such termination of employment and all
rights under the Option shall cease; and (iii) if the Optionee's
employment is terminated for any reason other than a reason set
forth in the preceding clauses (i) and (ii), the Optionee shall
have the right, within three months after such termination, to
exercise the Option to the extent that it or any installment
thereof shall have accrued at the date of such termination and
shall not have been exercised, subject in the case of any such
termination to the provisions of Article 3 hereof and any other
limitation on the exercise of the Option in effect at the date of
exercise. For purposes of this paragraph, the term "Joint Venture"
shall mean any joint venture corporation or partnership, or
comparable entity, in which the Company has a substantial equity
interest.
If, on or after
the date one year from the date of the Agreement, the Optionee's
employment with the Company shall be terminated for any reason
except retirement, release because of disability, death, release
because of a sale or other disposition of the division, operation
or subsidiary in which the Optionee was employed or to which the
Optionee was assigned, discharge, release in the best interest of
the Company or voluntary quit, the Optionee shall have the right,
within three months after such termination, to exercise the Option
to the extent that it or any installment thereof shall have accrued
at the date of such termination of employment and shall not have
been exercised, subject to the provisions of Article 3 hereof and
any other limitation contained herein or in the Agreement on the
exercise of the Option in effect at the date of
exercise.
If the
Optionee's employment with the Company shall be terminated at any
time by reason of discharge, release in the best interest of the
Company or voluntary quit, the Optionee's right to exercise the
Option shall terminate on the date of such termination of
employment and all rights hereunder and under the Agreement shall
cease.
If the Optionee
shall die within the applicable period specified in the second,
third, or fourth paragraph of this Article, the beneficiary
designated pursuant to Article 6 hereof or, if no such designation
is in effect, the executor or administrator of the estate of the
decedent or the person or persons to whom the Option shall have
been validly transferred by the executor or the administrator
pursuant to will or the laws of descent and distribution shall have
the right, within the same period of time as the period during
which the Optionee would have been entitled to exercise the Option
if the Optionee had not died, to exercise the Option (except that,
if the fourth paragraph of this Article shall apply to the
Optionee, the Option may be exercised only to the extent that it or
any installment thereof shall have accrued at the date of death and
shall not have been exercised, and except that the period of time
within which the Option shall be exercisable following the date of
the Optionee's death shall not be more than one year or less than
one year (unless the Option by its terms expires earlier)), subject
to the provision that the Option shall not be exercised under any
circumstances beyond ten years from the date of the Agreement and
to any other limitation on the exercise of the Option in effect at
the date of exercise.
Notwithstanding
anything to the contrary set forth in the Agreement or in these
terms and conditions, the Option shall not be exercised on or after
the date ten years from the date of the Agreement.
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Anything
contained herein or in the Agreement to the contrary
notwithstanding, the right of the Optionee to exercise the Option
following termination of the Optionee's employment with the Company
shall remain effective only if, during the entire period from the
date of the Optionee's termination to the date of such exercise,
the Optionee shall have earned out such right by (i) making himself
or herself available, upon request, at reasonable times and upon a
reasonable basis, to consult with, supply information to and
otherwise cooperate with the Company or any subsidiary thereof with
respect to any matter that shall have been handled by him or her or
under his or her supervision while he or she was in the employ of
the Company or of any subsidiary thereof, and (ii) refraining from
engaging in any activity that is directly or indirectly in
competition with any activity of the Company or any subsidiary
thereof.
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In the event of
the Optionee's nonfulfillment of the condition set forth in the
immediately preceding paragraph, the Optionee's right to
ex
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