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FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT

Option Agreement

FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT | Document Parties: STANLEY, INC. You are currently viewing:
This Option Agreement involves

STANLEY, INC.

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Title: FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Date: 5/28/2008
Industry: Business Services     Sector: Services

FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT, Parties: stanley  inc.
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Exhibit 10.10

 

FORM OF NONQUALIFIED 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 not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended).

 

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 10.  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, except as otherwise determined by the Committee in its sole discretion or as otherwise provided in your Employment Agreement.

 

Vesting Date

 

Aggregate Percentage
Vested

 

Aggregate Number of
Shares Vested

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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) six months after your death or (iii) 90 days after your termination of employment for any reason other than Cause or death or; provided that all Options will automatically expire on the fifth anniversary of this Award Agreement.

 

SECTION 4.  Forfeiture of Options.   Unless the Committee deter


 
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