Exhibit 10.9
FORM OF INCENTIVE STOCK OPTION AWARD
AGREEMENT
OPTION AWARD
AGREEMENT UNDER THE STANLEY, INC. 2006 OMNIBUS INCENTIVE
COMPENSATION PLAN dated as
of
, between Stanley, Inc. (the “Company”), a
Delaware Corporation, and
.
This Option Award Agreement (the “Award
Agreement”) sets forth the terms and conditions of an award
of options to
purchase
shares (the “Award”) of the Company’s Common
Stock, $0.01 par value (“Share”), at an exercise price
of $
per Share
(the “Exercise Price”), the closing market price
per Share (as reported by the New York Stock Exchange) on the date
hereof, that are subject to the terms and conditions specified
herein (“Options”) and that are granted to you under
the Stanley, Inc. 2006 Omnibus Incentive Compensation Plan
(the “Plan”). The Options are intended to qualify
as “incentive stock options” (within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended). Therefore, you are required to satisfy the holding
period requirements that apply with respect to the Shares issuable
upon exercise of the Options in order to be eligible for the
beneficial tax treatment afforded such a grant. To the extent
the requisite holding period requirements are not satisfied, or any
of the Options do not otherwise qualify as Incentive Stock Options
pursuant to the Internal Revenue Code, the Options shall be deemed
to be Nonqualified Stock Options; provided that such Options
otherwise comply with the Plan’s requirements relating to
Nonqualified Stock Options.
THIS AWARD IS
SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION
PROVISIONS SET FORTH IN SECTION 11. BY SIGNING YOUR NAME
BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND
CONDITIONS OF THIS AWARD AGREEMENT.
SECTION 1. The Plan.
This Award is made pursuant to the Plan, all the terms of
which are hereby incorporated in this Award Agreement. In the
event of any conflict between the terms of the Plan and the terms
of this Award Agreement, the terms of this Award Agreement shall
govern. In the event of any conflict between the terms of
this Award Agreement and the terms of any individual employment
agreement between you and the Company or any of its Affiliates (an
“Employment Agreement”), the terms of your Employment
Agreement will govern.
SECTION 2.
Definitions. Capitalized terms used in this Award
Agreement that are not defined in this Award Agreement have the
meanings as used or defined in the Plan. As used in this
Award Agreement, the following terms have the meanings set forth
below:
“
Business Day ” means a day that is not a Saturday, a
Sunday or a day on which banking institutions are legally permitted
to be closed in the Commonwealth of Virginia.
“ Vesting
Date ” means the date on which your rights with respect
to all or a portion of the Options subject to this Award Agreement
may become fully vested, and the restrictions set forth in this
Award Agreement may lapse, as provided in Section 3(a) of
this Award Agreement.
“
Committee ” means the compensation committee of the
Board, or such other committee of the Board as may be designated by
the Board from time to time to administer the Plan.
SECTION 3. Vesting and
Exercise. (a) Vesting. On each
Vesting Date set forth below, your rights with respect to the
number of Options that corresponds to such Vesting Date, as
specified in the chart below, shall become vested and may be
exercised, provided that you must be employed by the Company or an
Affiliate on the relevant Vesting Date in order for your rights
with respect to the applicable number of Options to become vested
and exercisable, except as otherwise determined by the Committee in
its sole discretion or as otherwise provided in your Employment
Agreement.
Vesting Date
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Aggregate Percentage
Vested
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Aggregate Number of
Options Vested
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(b) Exercise of Options.
Options, to the extent that they are vested, may be
exercised, in whole or in part (but for the purchase of whole
Shares only), by delivery to the Company (i) of a written or
electronic notice, complying with the applicable procedures
established by the Committee or the Company, stating the number of
Shares with respect to which the Options are thereby exercised and
(ii) full payment of the aggregate Exercise Price for the
Shares with respect to which the Options are thereby exercised in
accordance with Section 6(b) of the Plan. The
notice shall be signed by you or any other person then entitled to
exercise the Options. Upon exercise and full payment of the
Exercise Price for Shares with respect to which the Options are
thereby exercised, the Company shall deliver to you or your legal
representative one Share for each Option with respect to which you
have exercised and paid. Notwithstanding the foregoing,
unless the Committee determines otherwise and except as otherwise
provided in your Employment Agreement, unexercised vested Options
expire (i) automatically on the date of your termination of
employment for Cause (as defined in your Employment Agreement or,
if your Employment Agreement does not contain a definition of
Cause, as determined by the Company), (ii)
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