STOCK OPTION AWARD AGREEMENT
THIS
AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS STOCK OPTION AWARD AGREEMENT
(hereinafter, the “Agreement”) is made as of this
___day of
,
, by and between Goodrich Corporation, a New York corporation (the
“Company”), and
(the “Optionee”). For the purposes of this Agreement,
all capitalized terms not defined herein shall have the meanings
ascribed thereto under the terms of the Goodrich Corporation 2001
Equity Compensation Plan (as amended, the “Plan”),
unless otherwise noted.
WHEREAS, Optionee is employed by the
Company or its subsidiaries, as defined in the Plan; and
WHEREAS, the Company wishes to grant
to Optionee an award of stock options under the Plan, subject to
the conditions and restrictions set forth in the Plan and this
Agreement.
NOW THEREFORE, in consideration of
the mutual covenants contained in this agreement, the parties agree
as follows:
1. Grant of
Options . The Committee has granted to Optionee as
of
(the “Grant Date”),
options to purchase shares of common stock, par value $5.00 per
share, of the Company (“Common Stock”), upon the terms
and conditions set forth in this Agreement and the Plan. The
options granted under this Agreement are intended to be
non-statutory stock options. If during the first year from the
Effective Date and prior to the vesting of any such options,
Optionee notifies the Company of Optionee’s intent to
terminate employment with the Company (the “Notification
Date”) and Optionee shall be eligible for retirement as of
such date of termination, then the number of unvested options shall
be reduced, as of the Notification Date, by multiplying such number
by a fraction, the numerator of which shall be the number of months
(rounded upward to the nearest month) of employment that Optionee
has completed with the Company between the Grant Date and the
Notification Date and the denominator shall be 12. For the purpose
of this Section 1, Optionee shall be treated as being eligible
for retirement if Optionee terminates employment with the Company
at any time after Optionee is eligible for early retirement as
provided under the terms of the Goodrich Corporation
Employees’ Pension Plan (or would be eligible for early
retirement under such plan if Optionee was a participant in such
plan or as provided in a subsidiary company’s salaried
pension plan in the event Optionee’s pension benefits are
received solely from the subsidiary’s plan) in effect at the
time of such termination.
2. Exercise
Price . The exercise price of the shares of Common
Stock covered by the option shall be
per share. This option price represents 100% of the Fair Market
Value of the Common Stock on the date of grant, as calculated under
the Plan.
3. Term of
Option . The term of the options shall be ten
(10) years from the date hereof, subject to earlier
termination as provided in this Section 3. The date which is
ten (10) years after the Grant Date shall be termed the
“Expiration Date”.
2008
(Executive)
4. Vesting of
Options . The options granted hereunder will be
deemed vested upon Optionee’s continued employment with the
Company or one of the Company’s subsidiaries on the dates set
forth in the following schedule:
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One (1) year
from the Grant Date hereof
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33 1/3 % of the options |
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Two (2) years
from the Grant Date hereof
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66 2/3 % of the options |
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Three (3) years
from the Grant Date hereof
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100 % of the options |
5.
Post-Employment Exercise of Options .
(a) If Optionee’s
employment with the Company or a subsidiary terminates prior to the
Expiration Date, and at such time the Optionee is eligible for
retirement at the Normal Retirement Date or later, as defined in
the Goodrich Corporation Employees’ Pension Plan (or would be
eligible for Normal Retirement under such plan if Optionee was a
participant in such plan or as defined in a subsidiary
company’s salaried pension plan in the event Optionee’s
pension benefits are received solely from the subsidiary’s
plan) in effect at the time of Optionee’s termination of
employment, then all unvested options shall vest immediately upon
such termination and Optionee’s privilege to purchase shares
may be exercised by Optionee at any time but in no event later than
either the date which is five (5) years after the date
Optionee’s employment with the Company terminates or the
Expiration Date, whichever occurs first, and thereafter shall
terminate.
(b) If Optionee’s
employment with the Company or a subsidiary terminates prior to the
Expiration Date, and at such time the Optionee is eligible for
early retirement but has not yet reached the Optionee’s
Normal Retirement Date, as such terms are defined in the Goodrich
Corporation Employees’ Pension Plan (or would be eligible for
Early Retirement under such plan if Optionee was a participant in
such plan or as defined in a subsidiary company’s salaried
pension plan in the event Optionee’s pension benefits are
received solely from the subsidiary’s plan) in effect at the
time of Optionee’s termination of employment, then all
unvested options shall continue to vest in accordance with
Section 4 hereof, except as provided below, and
Optionee’s privilege to purchase shares may be exercised by
Optionee at any time but in no event later than either the date
which is five (5) years after the date Optionee’s
employment with the Company terminates or the Expiration Date,
whichever occurs first, and thereafter shall terminate.
Notwithstanding the preceding sentence, if within six
(6) months after the Optionee’s date of termination and
prior to the vesting of the options granted under this Agreement
the Optionee directly, indirectly, or otherwise, owns, manages,
operates, controls, serves as a consultant to, becomes employed by,
participates in, or becomes connected, in any manner, with the
ownership, management, operation or control of any business that
competes with the Company or any of its affiliates, as determined
by the Committee in its sole discretion, the Committee may, in its
sole discretion, cancel the options granted under this Agreement
that have not yet become vested.
(c) If Optionee’s
employment with the Company or a subsidiary terminates prior to the
Expiration Date by reason of permanent and total disability, then
all unvested options shall vest immediately upon such termination
and Optionee’s privilege to purchase shares may be exercised
by
2008
(Executive)
2
Optionee
at any time but in no event later than either the date which is
five (5) years after the date Optionee’s employment
terminates or the Expiration Date, whichever occurs first, and
thereafter shall terminate.
(d) If Optionee’s
employment with the Company or a subsidiary terminates prior to the
Expiration Date by reason of death, then all unvested options shall
vest immediately upon such termination and Optionee’s
privilege to purchase shares may be exercised by Optionee’s
beneficiary (as defined under Section 8) at any time but in no
event later than either the date that is five (5) years after
the date Optionee’s employment terminates or the Expiration
Date, whichever occurs first, and thereafter shall terminate.
(e) If Optionee’s
employment with the Company or a subsidiary terminates for any
reason other than death or permanent and total disability or at a
time when Optionee is not eligible for retirement, in each case as
referred to above in Sections 5 (a), (b) and (c), then
Optionee’s privilege to purchase shares pursuant to options
that are vested as of the date of termination may be exercis
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