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EXHIBIT
10.41
CORNING
INCORPORATED
NON-QUALIFIED STOCK OPTION
AGREEMENT
(TERMS AND
CONDITIONS)
The following section summarizes the
principal provisions of the 2005 Equity Participation Program as
amended (the “Plan”). The terms of the Plan govern the
administration of all non-qualified stock options (an
“Option”) and other equity grants made by Corning
Incorporated (the “Corporation”). A copy of the Plan
can be obtained from the Corporation’s Secretary, One
Riverfront Plaza, Corning, New York 14831-0001. If there is a
discrepancy between this summary and the Plan, the terms of the
Plan will govern.
| 1. |
Award of Option . An Option award is evidenced by
a written statement provided by the Corporation to an Option
recipient (the “Optionee”). The statement will include
the date of the Option grant (the “Option Grant Date”),
the number of shares covered by the Option grant, the Option
vesting dates, the Option exercise price, and the expiration date
of the Option (the “Final Expiration
Date”). |
| 2. |
Exercise of Option . An Option can be exercised
on or after the date the Option (or a portion of the Option)
becomes vested. For the specific vesting dates applicable to your
Option grant, you can check the statement provided to you by the
Company. No Option, however, can be exercised before it is vested
or after its Final Expiration Date. For purposes of clarity, the
Final Exercise Time could be sooner than the Final Expiration Date.
The Final Exercise Time is 4:00 PM Eastern Time on the Final
Expiration Date if that date is a trading date when the New York
Stock Exchange is open (“Trading Date”). If the Final
Expiration date is not a Trading Date, then the Final Exercise Time
is 4:00 PM Eastern Time on the last preceeding Trading Date prior
to the Final Expiration Date. |
| 3. |
Non-Transferability . An Option is not
transferable other than by will or the laws of descent and
distribution, and may be exercised during the lifetime of the
Optionee only by the Optionee. |
| 4. |
Exercise for Cash or Stock . The purchase price
of shares purchased through an Option exercise is payable in full
with, or in a combination of, (a) cash, or (b) shares of
Corning Common Stock owned by the Optionee duly endorsed or
accompanied by stock powers executed in blank. If payment is made
in whole or in part with shares of Corning Common Stock, the value
of such Common Stock is calculated as the closing price of Corning
Common Stock on the New York Stock Exchange on the day of
purchase. |
| 5. |
Exercise After Termination of Employment, Death,
Disability or Change in Control . The provisions covering
the exercise of an Option following termination of employment,
death, disability or change in control are as follows: |
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(a) |
Retirement — If the Optionee’s
employment shall terminate on account of retirement from the
Corporation at or after age 55, or under a written Corporation
approved special early retirement program, an Option may continue
to vest and be exercised for the remaining life of the
option. |
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(b) |
Involuntary Termination — If the
Optionee’s employment shall be involuntarily terminated for
any reason not otherwise separately addressed below, all vested
Options: (i) may be exercised for ninety (90) days
following such termination, or (ii) until the Final Expiration
Date if sooner, to the extent such Options are exercisable at the
date of such termination. All unvested Options on the date of
termination are forfeited. |
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(c) |
Disability — If the Optionee’s
employment shall terminate as a result of a total and permanent
disability (as that term is defined in the Corporation’s
long-term disability plan(s)), an Option may continue to vest and
be exercised during the remaining life of the option. |
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(d) |
Divestiture, etc. — If the Optionee’s
employment is terminated due to a Corporation approved reduction in
force program or divestiture or discontinuance of certain of the
Corporation’s operations, an Option may continue to vest and
be exercised for three (3) years after termination of
employment or until the Final Expiration Date if
sooner. |
185
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(e) |
Voluntary Termination, Termination for Cause,
Der |
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