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.