AMERICAN COMMERCIAL LINES
INC.
2008 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
American
Commercial Lines Inc., a Delaware corporation (the
“Company”), hereby grants an option to purchase shares
of its common stock, $.01 par value, (the “Stock”) to
the optionee named below. The terms and conditions of the option
are set forth in this cover sheet and in the attachment
(collectively, the “Agreement”), and in the
Company’s 2008 Omnibus Incentive Plan (the
“Plan”).
Grant
Date: <<GRANT
DATE>>
Name of
Optionee: <<NAME>>
Optionee’s Employee Identification Number:
<<SSN>>
Number of
Shares Covered by Option: <<# of Options>>
Option Price
per Share: $<<Option Price>>
Vesting
Start Date: <<Vest
Start Date>>
Vesting
Schedule: In the event
that the Schedule set forth below would result in vesting of a
fractional number of options, the number of options that will vest
will be rounded down to the nearest whole share, and the last
scheduled vesting tranche will be rounded up, to the extent
necessary, so that the full number of options will have
vested.
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% of Options
that Vest
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# of Options
that Vest
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<<%Opt1>>
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<<#Opt1>>
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<<%Opt2>>
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<<#Opt2>>
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<<%Opt3>>
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<<#Opt3>>
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By
signing this cover sheet, you agree to all of the terms and
conditions described in the attached Agreement and in the Plan, a
copy of which is also attached. You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control
in the event any provision of this Agreement should appear to be
inconsistent.
This is not a
stock certificate or a negotiable instrument.
AMERICAN COMMERCIAL LINES
INC.
2008 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
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Non-Qualified Stock
Option
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This option is
not intended to be an incentive stock option under Section 422 of
the Internal Revenue Code and will be interpreted
accordingly.
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This option is
only exercisable before it expires and then only with respect to
the vested portion of the option. Subject to the preceding
sentence, you may exercise this option, in whole or in part, to
purchase a whole number of vested shares by following the
procedures set forth in the Plan and below in this
Agreement.
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Except as
specifically provided in this Agreement or as may be provided in
other agreements between you and the Company, no additional shares
of Stock will vest after your Service has terminated for any
reason.
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Your option
will expire in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Grant
Date, as shown on the cover sheet. Your option will expire earlier
if your Service terminates, as described below.
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If your Service
terminates for any reason, other than death, Disability or Cause,
then your option will expire at the close of business at Company
headquarters on the 90th day after your termination
date.
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If your Service
is terminated for Cause, then you shall immediately forfeit all
rights to your option and the option shall immediately
expire.
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If your Service
terminates because of your death, your option will automatically be
fully vested and your option will expire at the close of business
at Company headquarters on the date twelve (12) months after
the date of death. During that twelve month period, your estate or
heirs may exercise your option.
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In addition, if
you die during the 90-day period described in connection with a
regular termination (i.e., a termination of your Service not on
account of your death, Disability or Cause), and a vested portion
of your option has not yet been exercised, then your option will
instead expire on the date twelve (12) months after your
termination date. In such a case, during the period following your
death up to the date twelve (12) months after your termination
date, your estate or heirs may exercise the vested portion of your
option.
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If your Service
terminates because of your Disability, then your option will
automatically be fully vested and your option will expire at the
close of business at Company headquarters on the date twelve
(12) months after your termination date.
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2
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Termination
without
Cause or for Good
Reason following a
Corporate Transaction
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If your Service
is terminated by the Company without Cause or by you for Good
Reason, in either case within one year following a Corporate
Transaction, then your option will automatically be fully vested
and your option will expire at the close of business at Company
headquarters on the 90th day after your termination date. For
purposes of this Agreement, “Good Reason” shall have
the meaning set forth in the employment agreement, if any, between
you and the Company or, if no such employment agreement exists,
such term shall mean your resignation from employment with the
Company following the occurrence of either or both of the events
set forth in clauses (A) and (B) below without your prior
written consent, provided that, in connection with either or both
events, (1) you deliver written notice to the Company of your
intention to resign from employment due to either or both of such
events within ninety (90) days of the event, which notice
specifies in reasonable detail the circumstances claimed to provide
the basis for such resignation, and (2) such event or events
are not cured by the Company within thirty (30) days following
delivery of such written notice:
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(A) a
material reduction in your annual rate of base salary;
or
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(B) any
removal by the Company of you from your position or the assignment
to you of duties and responsibilities materially inconsistent and
adverse with your position, except in connection with termination
of your employment for Cause or Disability.
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For purposes of
this option, your Service does not terminate when you go on a
bona fide employee leave of absence that was approved by the
Company in writing, if the terms of the leave provide for continued
Service crediting, or when continued Service crediting is required
by applicable law. However
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