HOOPER HOLMES, INC.
OPTION AGREEMENT
Nonqualified Stock Options:
______________shares.
This Option Agreement,
dated as of May__, 2007, is made by and between Hooper
Holmes, Inc. (the "Company") and ______________(the
"Optionee"). Defined terms used herein and not
defined herein shall have the meaning ascribed to them in the
Hooper Holmes, Inc. _______ Stock Option
Plan (the "Plan").
WHEREAS ,
the Company has adopted the Plan to grant Incentive Stock
Options and Nonqualified Options to purchase shares of its
common stock, $.04 par value per share ("Common Stock"), to
certain employees who have exerted their best efforts on
behalf of the Company and have contributed to its continued
growth and financial success, which Plan is administered by
the Company's Compensation Committee (the "Committee");
and
WHEREAS ,
the Optionee is employed by the Company and the Company
wishes him/her to remain in its employ and to secure and/or
increase his/her stock ownership in the Company in order to
increase his/her incentive and personal interest in the
welfare of the Company.
NOW,
THEREFORE , in consideration of the premises and the
covenants and agreements herein set forth, the parties hereby
mutually covenant and agree as follows:
1.
Grant of Option
. Pursuant to the provisions of
the Plan, the Company hereby grants to the Optionee, subject
to the terms and conditions of the Plan and subject further
to the terms and conditions herein set forth, the right and
option to purchase the above stated number of shares of
Common Stock from the Company for the consideration specified
in Section 2 below. The shares subject to the
Option granted hereby shall be considered shares granted
pursuant to a Nonqualified Option.
2.
Option Price .
The Option Price shall be _____________Dollars
($_______), which is equal to the Fair Market Value of such
stock on May ___, 2007, the date as of which these options
were granted.
3.
Grant Contingent on Execution of Option
Agreement .
Execution of this Option Agreement within thirty
(30) days after the date upon which the Optionee receives
written notice of the decision by the Committee to grant the
Option to the Optionee is a condition precedent to the grant
of the Option.
4.
Grant Contingent on Continued Employment with the
Company . The
Optionee shall remain in the employment of the Company for a
period of at least twenty-four (24) months from May___, 2007,
or until the Optionee's earlier Retirement, at such
compensation as the Company shall reasonably determine from
time to time. Subject to Section 5.7 of the Plan,
the Option may be exercised by the Optionee only while the
Optionee remains employed by the Company.
5.
Additional Terms and Conditions
. It is understood and agreed
that the Option is subject to the following terms and
conditions in addition to any terms and conditions of the
Plan that are not restated herein (any such terms being
incorporated herein by reference):
a. Vesting of
Option . Except as
otherwise provided in this Option Agreement or the Plan, no
portion of the Option shall vest or become exercisable
earlier than May 7, 2009. Thereafter, the Option
shall vest and become exercisable as follows:
25% of the shares granted
on or after May__, 2009
50% of the shares granted
on or after May__, 2010
75% of the shares granted
on or after May __, 2011
100% of the shares granted
on or after May __, 2012
To the extent that the
Option is not fully vested and exercisable as of the date the
Optionee terminates his employment with the Company because
of his death, Total Disability or Retirement, the Option
shall become vested and exercisable in full on such
date. Further, the Option shall become vested and
exercisable immediately in the event there is an actual or
threatened change in control of the Company, as defined in
Section 5.6 (b) of the Plan.
b. Expiration
Date . Except as
otherwise provided in the Plan or this Option
Agreem
