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Nonqualified
Stock Option Grant Agreement
Time-Vested Option
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2009
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A NONQUALIFIED
STOCK OPTION GRANT (hereinafter the “Option”) for the
number of shares of Common Stock as noted in the 2009 Notice of
Grant of Stock Options (the “Notice”), of
Nordstrom, Inc., a Washington Corporation (the
“Company”), is hereby granted to the
“Optionee” on the date set forth in the Notice, subject
to the terms and conditions of the Agreement. The Option is also
subject to the terms, definitions and provisions of the Nordstrom,
Inc. 2004 Equity Incentive Plan (the “Plan”) adopted by
the Board of Directors of the Company and approved by the
Company’s shareholders, which is incorporated in this
Agreement. To the extent inconsistent with this Agreement, the
terms of the Plan shall govern. The Compensation Committee of the
Board has the discretionary authority to construe and interpret the
Plan and this Agreement. The Option is subject to the
following:
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1.
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OPTION PRICE
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The
option price is one hundred percent (100%) of the fair market value
of the Company’s Common Stock (“Common Stock”),
as determined by the closing price of the Common Stock on the New
York Stock Exchange on the date of grant. For this purpose, the
“date of grant” is indicated in the Notice and reflects
either the date the Compensation Committee approves the grant, or
if this date falls within a closed trading period, the first
trading day thereafter that falls within an open trading
window.
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2.
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VESTING AND EXERCISING OF
OPTION
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Except as set forth in
Section 5, the Option shall vest and be exercisable pursuant
to the terms of the vesting schedule set forth in the
Notice.
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(a)
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Method of Exercise. The Option shall
be exercisable (only to the extent vested) by a written notice in a
form prescribed by the Company that shall:
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(i)
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state the election to exercise the
Option, the number of shares, the total option price, and the name
and address of the Optionee;
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(ii)
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be
signed by the person entitled to exercise the Option;
and
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(iii)
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be
in writing and delivered to Nordstrom Leadership Benefits (either
directly or through a broker).
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The
Company has made arrangements with a broker for stock option
management and exercises.
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(b)
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Payment upon Exercise. Payment of
the purchase price of any shares with respect to which an Option is
being exercised shall be by:
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(i)
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check or bank wire
transfer,
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(ii)
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the
surrender of shares of Common Stock previously held for at least
six months by the Optionee, or where not acquired by the Optionee
by exercising a stock option, having a fair market value at least
equal to the exercise price, or
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(iii)
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giving an irrevocable direction for
a broker approved by the Company to sell all or part of the Option
shares and to deliver to the Company from the sale proceeds in an
amount sufficient to pay the option exercise price and any amount
required to be withheld to meet the Company’s minimum
statutory withholding requirements, including the employee’s
share of payroll taxes.
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(The balance of the sale proceeds,
if any, will be delivered to
the Optionee.)
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The
certificate(s) or shares of Common Stock as to which the Option
shall be exercised shall be registered in the name of the person(s)
exercising the Option unless another person is specified. An Option
hereunder may not at any time be exercised for a fractional number
of shares.
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(c)
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Restrictions on Exercise. These
Options may not be exercised if the issuance of the shares upon
such exercise would constitute a violation of any applicable
federal or state securities or other law or valid regulation, or
the Company’s Insider Trading Policy. As a condition to the
exercise of these Options, the Company may require the person
exercising the Options to make any representation and warranty to
the Company as the Company’s counsel advises and as may be
required by the Company or by any applicable law or
regulation.
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3.
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ACCEPTANCE OF OPTIONS
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Although the Company does not
require the Optionee’s signature upon accepting the grant,
the Optionee remains subject to the terms and conditions of this
Agreement.
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4.
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NONTRANSFERABILITY OF
OPTIONS
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The
Option may not be sold, pledged, assigned or transferred in any
manner otherwise than, in the event of the Optionee’s death,
either indicated on a valid Nordstrom Beneficiary Designation form,
by will or the laws of descent and distribution and, except as set
forth in Section 5 below, may be exercised during the lifetime
of the Optionee only by the Optionee or by the guardian or legal
representative of the Optionee. The terms of the Option shall be
binding upon the executors, administrators, heirs and successors of
the Optionee.
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5.
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SEPARATION OF EMPLOYMENT
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Except as set forth below, a vested
Option may only be exercised while the Optionee is an employee of
the Company. If an Optionee’s employment is terminated, the
Optionee or his or her legal representative shall have the right to
exercise the Option after such termination as follows:
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(a)
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If
the Optionee dies while employed by the Company, the persons named
on the Optionee’s Beneficiary Designation form may exercise
such rights. If no Beneficiary Designation form is on file with the
Company, then the person to whom the Optionee’s rights have
passed by will or the laws of descent and distribution may exercise
such rights. If the Option was granted at least six months prior to
the death of the Optionee while employed by the Company, it shall
immediately vest and may be exercised during the period ending four
years after the Optionee’s death, but in no event later than
10 years after the date of grant. If the Option was granted
less than six months prior to death, such Option shall be forfeited
as of the date of death.
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(b)
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If
the Optionee is separated due to his or her disability, as defined
in Section 22(e)(3) of the Internal Revenue Code, the Option,
if granted at least six months prior to such separation and the
Optionee provides Nordstrom Leadership Benefits with reasonable
documentation of the Optionee’s disability, shall immediately
vest and may be exercised during the period ending four years after
separation, but in no event later than 10 years after the date
of grant. If the Option was granted less than six months prior to
separation due to the Optionee’s disability, such Option
shall be forfeited as of the date of separation.
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(c)
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If
the Optionee is separa
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