|
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 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.
1
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 |
2
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.
3
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
|