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EXHIBIT 10.5.2 Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan Notice of Stock Option Grant

Option Agreement

EXHIBIT 10.5.2 Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan Notice of Stock Option Grant | Document Parties: MUELLER WATER PRODUCTS, INC. | Mueller Water Products, Inc You are currently viewing:
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MUELLER WATER PRODUCTS, INC. | Mueller Water Products, Inc

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Title: EXHIBIT 10.5.2 Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan Notice of Stock Option Grant
Governing Law: Delaware     Date: 2/11/2008
Industry: Misc. Fabricated Products     Sector: Basic Materials

EXHIBIT 10.5.2 Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan Notice of Stock Option Grant, Parties: mueller water products  inc. , mueller water products  inc
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EXHIBIT 10.5.2

Mueller Water Products, Inc.

Amended and Restated 2006 Stock Incentive Plan

Notice of Stock Option Grant

Unless otherwise defined herein, all capitalized terms in this Notice of Stock Option Grant (“Notice of Grant”) shall have the meanings ascribed to them in the Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan (the “Plan”).

[Participant Name]

[Address Line 1]

[Address Line 2]

The person named above (the “Optionholder”) has been granted an option (the “Option”) to purchase shares of Series A Common Stock of Mueller Water Products, Inc. (the “Company”), subject to the terms and conditions of the Plan, this Notice of Grant, and the Stock Option Agreement (attached hereto as Exhibit A), as follows:

 

  Date of Grant:   
 

Exercise Price per Share:

   $
 

Total Number of Shares Granted:

  
 

Total Exercise Price:

   $
 

Type of Option (check one):

   ¨  Incentive Stock Option  x  Nonstatutory Stock Option
 

Term/ Expiration Date:

   Not later than [insert date that is 10 years from date of grant]

Payment :

By one or a combination of the following items (as described in greater detail in the Stock Option Agreement and the Plan):

 

   

By cash or check

 

   

By a “same day sale” arrangement

 

   

By delivery of other shares of Common Stock

Vesting Schedule :

 

This Option may be exercised, in whole or in part, in accordance with the following schedule:

1/3 rd of shares of Common Stock subject to the Option shall vest on each of the first three anniversaries of the Date of Grant, subject to the Optionholder’s Continuous Service with the Company on such dates. If, on any vesting date, this Vesting Schedule would result in the vesting of a fraction of a share, such fraction shall be rounded down to the nearest whole share. This Option will vest upon the Optionholder’s death, Disability or Retirement.

 

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The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Notice of Grant, the Stock Option Agreement, and the Plan, both of which are made a part of this document. The Optionholder has reviewed the Plan, the Notice of Grant and the Stock Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Notice of Grant. Optionholder further acknowledges that as of the Date of Grant, this Notice of Grant, the Stock Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder, and (ii) the following agreements only:

Other Agreements (if any) :    ________________________________

The Optionholder acknowledges that if no other agreements are listed above, no other agreements on the subject hereof exist. By signing the Notice of Grant, the Optionholder agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors (or any Committee to whom the Board has delegated administration of the Plan) upon any questions relating to the Plan, the Notice of Grant and the Option Agreement.

 

OPTIONHOLDER:     MUELLER WATER PRODUCTS, INC.
           
(Signature)     (Signature)
        Gregory F. Hyland, Chairman of the Board of Directors,
    President and Chief Executive Officer
         
(Date)    

 

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EXHIBIT A

MUELLER WATER PRODUCTS, INC.

AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

1. Grant of Option . The Company hereby grants to the Optionholder named in the Notice of Grant attached to this Agreement (the “Optionholder”) an option (the “Option”) to purchase the number of shares of Series A Common Stock (“Shares”) of the Company, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated by reference into this Stock Option Agreement (the “Option Agreement”), the Option Agreement and the Notice of Grant. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that the aggregate Fair Market Value of the Common Stock subject to the the Option (as determined at the time of grant) exceeds the $100,000 rule of Code Section 422(d), it shall be treated as a Nonstatutory Stock Option (“NSO”).

2. Exercise of Option .

(a) Right to Exercise . This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise . This Option is exercisable by delivery of an exercise notice, in the form attached hereto (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan and the Option Agreement. The Exercise Notice shall be completed by the Optionholder and delivered to the Company’s Stock Plan Administrator, as designated by the Company from time to time. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. The Optionholder shall also be required to make adequate provision for all withholding taxes relating to the exercise of the Option as a condition to the exercise of the Option. This Option shall be deemed to be exercised only upon receipt by the Company of such fully executed Exercise Notice accompanied by the payment of such aggregate Exercise Price and arrangement for the adequate provision for the withholding taxes relating to the exercise.

(c) Compliance . No Shares shall be issued pursuant to the exercise of this Option unless such issuance, exercise, and the method of payment of consideration for such Shares complies with Applicable Law. This Option may not be exercised for a fraction of a share. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionholder on the date the Option is exercised with respect to such Exercised Shares. Notwithstanding the foregoing, the Company shall not be liable to the Optionholder for damages relating to any delays in issuing the certificates for the Exercised Shares to the Optionholder, any loss of the certificates, or any mistakes or errors in the issuance f the certificates or in the certificates themselves.

 

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3. Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionholder:

(a) cash or check;

(b) consideration received by the Company under a “same day sale” program implemented by the Company in connection with the Plan; or

(c) by delivery to the Company of other shares of Common Stock of the Company (whether Series A or Series B); provided, however, that if the Exercise Price of Shares acquired pursuant to this Option is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, the Exercise Price shall be paid only by shares of the Common Stock of the Company that have been held by the Optionholder for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). The Optionholder may, subject to procedures satisfactory to the Board, satisfy such delivery requirement by presenting proof of beneficial ownership of such Common Stock.

4. Period for Exercise . Subject to the provisions of the Plan, the Notice of Grant and this Option Agreement, the Optionholder may exercise this Option as to any vested Shares at any time prior to the earliest to occur of the following:

(a) the Term/Expiration Date set forth in the Notice of Grant;

(b) two (2) years following the date of t


 
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