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Exhibit
10.8
FORM OF
WABCO HOLDINGS
INC.
STOCK OPTION GRANT
AGREEMENT
FOR NON-U.S.
EMPLOYEES
WABCO HOLDINGS INC., a Delaware
corporation (“Grantor”), hereby grants to
(“Participant”), an employee of Grantor or one of its
subsidiaries, the option to purchase (“Option”), at the
exercise price set forth below, a total of
shares of
Common Stock, par value $.01 per share (“Common
Stock”), of the Grantor, pursuant to and subject to the terms
and conditions set forth in the Grantor’s Omnibus Incentive
Plan (the “Plan”) and to such further terms and
conditions as are set forth below in this Stock Option Grant
Agreement (the “Agreement). Unless otherwise defined herein,
the terms defined in the Plan shall have the same meanings in this
Agreement.
1. Exercise Price . The
exercise price applicable to the shares of Common Stock that may be
purchased by the Participant pursuant to the Option is $
per share,
representing the Fair Market Value (as defined in the Plan) of the
Common Stock on the date hereof.
2. Non-Qualified Stock
Option . The option to purchase shares of Common Stock
pursuant to the Option is granted as a “non-qualified stock
option”, within the meaning of the United States Internal
Revenue Code of 1986, as amended.
3. Vesting .
Participant’s right to purchase shares subject to the Option
shall vest in three equal installments on each of the first three
anniversaries of the grant, unless otherwise cancelled pursuant to
Section 6 of the Plan or Section 11 of this
Agreement.
4. Nature of Grant . In
accepting the grant, the Participant acknowledges that:
(a) the Plan is established
voluntarily by the Grantor, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Grantor at
any time, unless otherwise provided in the Plan and this
Agreement;
(b) the grant of the Option
is voluntary and occasional and does not create any contractual or
other right to receive future grants of options, or benefits in
lieu of options, even if options have been granted repeatedly in
the past;
(c) all decisions with
respect to future option grants, if any, will be at the sole
discretion of the Grantor;
(d) the Participant is
voluntarily participating in the Plan;
(e) the Option is an
extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Grantor and
Subsidiary, and which is outside the scope of the
Participant’s employment or service contract, if
any;
(f) the Option is not part of
normal or expected compensation or salary for any purposes,
including, but not limited to, calculation of any severance,
resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension, retirement or welfare
benefits or similar payments and in no event should be considered
as compensation for, or relating in any way, to past services for
the Grantor, or any Subsidiary;
(g) in the event that the
Participant is not an Employee of the Grantor, the Option and
Participant’s participation in the Plan will not be
interpreted to form an employment or service contract or
relationship with the Grantor; and, furthermore, the Option and
Participant’s participation in the Plan will not be
interpreted to form an employment or service contract or
relationship with any Subsidiary of the Grantor;
(h) the future value of the
underlying shares of Common Stock is unknown and cannot be
predicted with certainty; if the underlying shares do not increase
in value, the Option will have no value; and
(i) in consideration of the
Option, no claim or entitlement to compensation or damages shall
arise from termination of the Option or from any diminution in
value of the Option or shares of Common Stock acquired upon
exercise of the Option resulting from termination of
Participant’s employment by the Grantor or any Subsidiary
(for any reason whatsoever and whether or not in breach of local
labor laws) and Participant irrevocably releases the Grantor and
any Subsidiary from any such claim that may arise.
5. Responsibility for
Taxes . Regardless of any action the Grantor and/or
Participant’s employer (the “Employer”) takes
with respect to any or all income tax (including U.S. federal,
state and local tax and/or non-U.S. tax), social insurance, payroll
tax, payment on account or other tax-related withholding
(“Tax-Related Items”), Participant acknowledges that
the ultimate liability for all Tax-Related Items legally due by
Participant is and remains Participant’s responsibility and
that the Grantor and/or the Employer (i) make no
representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Option,
including the grant, vesting and exercise of the Option, the
delivery of shares of Common Stock, the subsequent sale of any
shares of Common Stock acquired at exercise and the receipt of any
dividends; and (ii) do not commit to structure the terms of
the grant or any aspect of the Op
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