Exhibit 10.10
FORM OF
STOCK OPTION AGREEMENT
FOR THE GRANT OF
NON-QUALIFIED STOCK OPTIONS UNDER THE
STEWART ENTERPRISES, INC.
2007 STOCK INCENTIVE PLAN
THIS AGREEMENT (the
“Agreement”) is effective as of
by and between Stewart Enterprises, Inc., a Louisiana corporation
(“SEI”), and
(“Optionee”).
WHEREAS, SEI maintains the 2007 Stock
Incentive Plan (the “Plan”), under which the
Compensation Committee of the Board of Directors of SEI (the
“Committee”) may, among other things, grant options or
delegate its authority to grant options to purchase shares of
SEI’s Class A common stock, no par value per share (the
“Common Stock”), to key employees of SEI and its
subsidiaries (collectively, the “Company”) as the
Committee may determine, subject to terms, conditions, or
restrictions as it may deem appropriate;
WHEREAS, pursuant to the Plan, the
Company has granted options to the Optionee, as described
herein.
NOW, THEREFORE, in consideration of
the premises, it is agreed by and between the parties as
follows:
1.
GRANT OF OPTION
In consideration of future services,
SEI hereby grants to Optionee, effective
(the “Date of Grant”) the right, privilege and option
to purchase
shares of Common Stock (the “Option”) at an exercise
price of
per share (the “Exercise Price”). The Option shall be
exercisable at the time specified in Section 2 below. The
Option is a non-qualified stock option and shall not be treated as
an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).
2.
TIME OF EXERCISE
2.1 Subject to the provisions of the
Plan and the other provisions of this Agreement and subject to the
Optionee remaining employed by the Company on the applicable dates,
the Optionee shall be entitled to exercise the Option as
follows:
Notwithstanding the foregoing, the
Option shall become accelerated and immediately exercisable in full
in the event of a Change of Control (as defined in the Plan) of
SEI. The Option shall expire and may not be exercised later than
___.
2.2 If Optionee’s employment is
terminated, the Option may be exercised, but only to the extent
exercisable at the time of termination, within the periods
specified below, but no later than
:
(a) In the event of
(i)
death,
(ii)
disability within the meaning of Section 22(e)(3) of the
Code,
(iii)
retirement on or after reaching age 65,
(iv)
early retirement with the approval of the Board of Directors
or
(v)
any termination, other than termination for “cause,”
after Optionee has completed 15 or more continuous years of
full-time service with the Company,
the Option must
be exercised within one year following termination of employment,
after which time the Option shall terminate.
(b) In the event of termination for
any other reason, the Option may be exercised, but only to the
extent exercisable at the time of termination, within 30 days
following termination of employment, after which time the Option
shall terminate.
Any
portion of the Option that is not yet exercisable at the time of
termination of employment shall terminate immediately upon
termination of employment.
2.3 The term “cause”
shall mean (a) Optionee’s breach of any written
employment agreement between Optionee and SEI or a subsidiary or
(b) the willful engaging by Optionee in gross conduct
injurious to SEI or the subsidiary that employs Optionee, which in
either case is not remedied within 10 days after SEI or the
employing subsidiary provides written notice to the Optionee of
such breach or willful misconduct.
3.
METHOD OF EXERCISE
