EXHIBIT 10.19
CF INDUSTRIES HOLDINGS, INC.
2005 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. 2005 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]
|
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Type of
Option
|
|
Non-Qualified Option
(NQSO)
|
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Term/Expiration
Date
|
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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”):
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Date
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Portion of Total Shares
Exercisable
|
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On or after the
first anniversary of the Date of Grant
|
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33 1/3% (the
“First Installment”)
|
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On or after the
second anniversary of the Date of Grant
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66 2/3% (the
“Second Installment”)
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On or after the
third anniversary of the Date of Grant
|
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100% (the
“Third Installment”)
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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.
2
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 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
Optione
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