|
Exhibit
10.1
Prudential Financial,
Inc.
Executive Stock Option
Program
Grant Acceptance
Agreement
(for executives subject to the
reporting requirements under Section 16(a) of the
U.S.
Securities Exchange Act of 1934, as
amended)
You have been granted XXX options
(the “Options”) to purchase XXX shares of
Prudential Financial, Inc. common stock, par value $0.01 per share
(“Common Stock”), on February 12, 2008 (the
“Grant Date”). The Options shall not be treated as
“incentive stock options,” as defined in
Section 422 of the Internal Revenue Code of 1986, as
amended.
Vesting Dates: Subject to the
terms, conditions and restrictions set forth herein and in the
Prudential Financial, Inc. Omnibus Incentive Plan (the
“Plan”), the Options may be exercised on or after the
dates indicated below as to that number of Options set forth below,
and each Option represents a right to purchase only one share of
Common Stock.
XXX Options on February 12,
2009
XXX Options on February 12,
2010
XXX Options on February 12,
2011
Grant Price: XXX per share of
Common Stock (the “Grant Price”).
Expiration Date: The Options
shall expire on February 12, 2018 (the “Expiration
Date”).
See the brochure entitled 2008 Long-Term
Incentive Program (the “Brochure”) for more information
about this grant. This Grant Acceptance Agreement (this
“Agreement”) and the Brochure are subject to the terms,
conditions and restrictions contained in the Plan (capitalized
terms used but not defined herein have the meanings given such
terms in the Plan). Except as specified otherwise, this Agreement
and the Brochure are not a substitute for the official Plan
document, which governs the operation of the Plan. Also, this is
not a stock certificate or negotiable instrument.
Your eligibility for the 2008 Long-Term
Incentive Program (the “Program”), the benefits
provided by the Program, and all other terms and conditions of the
Program and any long-term grant of stock options will be determined
pursuant to, and are governed by, the provisions of the Plan
document and this Agreement, including any decisions of the
committee designated under the Plan by the Prudential Financial,
Inc. (“Prudential”) Board of Directors (the
“Compensation Committee” or the
“Committee”). Except as specifically stated otherwise
in this Agreement, if there is any discrepancy between the
information in this Agreement or in the Brochure and the Plan
document, or if there is a conflict between information discussed
by anyone acting on behalf of Prudential and the actual Plan
document, the Plan document, as interpreted by the Committee (or
its delegate), in its sole discretion, will always
govern.
Cash Exercise –
lets you exercise the Options and receive Common Stock, after
paying in cash the Grant Price, applicable taxes and
fees.
Sell to Cover –
lets you exercise the Options, direct the immediate sale of the
portion of Common Stock purchased necessary to pay the Grant Price,
applicable taxes and fees, without paying cash out of your pocket,
and receive the remaining shares of Common Stock.
One or more of these Exercise
Methods outlined above may not be available to you (or may be
unavailable during a specified period) should Prudential determine
that its availability will or could violate the terms of any
relevant law or regulation. You may not exercise the Options at a
time when the market price of the Common Stock does not exceed the
Grant Price.
Prudential or any of its
direct or indirect subsidiaries (collectively, the “Company
Group”), as applicable, shall have the right to deduct and
report taxes (federal, state, local or foreign taxes, including
social insurance taxes) or other obligations required to be
withheld by law on Options from any Common Stock or cash payments
or distributions made to you. Prudential (or, if appropriate, any
other member of the Company Group) also shall have the right to
require you to remit to Prudential (or, if appropriate, any other
member of the Company Group) an amount necessary to satisfy any
such taxes or other obligations. Prudential may defer issuance of
Common Stock upon the exercise of any Options until such
withholding is satisfied.
Once the Options vest, you
will have until the Expiration Date to exercise the Options, unless
your employment ends prior to the Expiration Date or the Options
are otherwise settled in cash upon a Change of Control. See the
Brochure for a brief summary of the Plan terms regarding the effect
a termination of employment will have on the Options.
Prudential makes no
representation as to the value of the Options or whether you will
be able to realize any profit based on any award of Options to
you.
| 5. |
Exercise Upon Death, Disability and Other Termination of
Employment |
| |
(a) |
Notwithstanding any provisions of the Plan to the contrary, you
agree that all the Options, whether vested or unvested, shall
automatically be forfeited and cancelled upon the termination, for
any reason, of your employment with any member of the Company
Group, and no shares of Common Stock may thereafter be purchased
under the Options, except as follows: |
| |
(1) |
Death.
In the event your employment with any member of the Company Group
terminates by reason of death, the Options that are then not yet
exercised shall become immediately exercisable in full and may be
exercised by your estate at any time prior to the earlier of the (
i ) Expiration Date or ( ii )
|
2
| |
third (3 rd ) anniversary (or such earlier date as the Committee shall
determine) of your death; provided, however, that the Options shall
be exercisable for not less than one (1) year after your death
even if such period exceeds the Expiration Date.
|
| |
(2) |
Disability. In the event your employment with any member
of the Company Group terminates by reason of Disability, the
Options that are then not yet exercised shall become immediately
exercisable in full and may be exercised by you (or, in the event
of your death after termination of your employment when the Option
is exercisable pursuant to its terms, by your estate), at any time
prior to the earlier of the (i) Expiration Date or
(ii) three (3) years (or such shorter period as the
Committee shall determine) following your termination of
employment. |
| |
(3) |
Approved Retirement. In the event (i) your
employment with any member of the Company Group terminates,
(ii) you qualify for an Approved Retirement, and
(iii) you execute and submit by the date specified by
Prudential, and do not later revoke, a separation agreement and/or
release in a form and with terms and conditions (including, but not
limited to, non-solicitation of employees and business of the
Company Group) satisfactory to Prudential (hereafter referred to as
the “Release”), the following provisions will
apply: |
| |
(A) |
Subject to Subparagraph (B), below, unvested Options will
become exercisable on the Vesting Dates shown above, and vested and
unexercised Options may continue to be exercised, until the earlier
of (i) the Expiration Date or (ii) five (5) years
following your termination of employment that qualifies as an
Approved Retirement. |
| |
(B) |
If your employment terminates during 2008, and you have been an
active employee of the Company Group for less than three full
calendar months during 2008, all the Options will be forfeited and
cancelled. |
| |
(4)
|
Voluntary Resignation.
In the event you (i) voluntarily resign from your employment
with any member of the Company Group, (ii) do not qualify for
an Approved Retirement, and (iii) execute and submit by the
date specified by Prudential, and do not later revoke, the Release,
the Options that are vested and unexercised as of the date of your
termination of employment will be exercisable at any time following
the effective date of your Release, until the earlier of the
(A) Expiration Date or (B) ninetieth (90 th ) day following your termination of
employment. Any Options that were not vested as of the date your
employment terminated shall automatically be forfeited and
cancelled on such date.
|
| |
(5)
|
Any Other Reason. In
the event (i) your employment with any member of the Company
Group terminates for any reason other than one described in
Subsections 5(a)(1) through (4) above, or Subsection 5(b)
below, and (ii) you execute and submit by the date specified
by Prudential, and do not later revoke, the Release, the Options
that are vested and unexercised as of the date of your termination
of employment will be exercisable at any time following the
effective date of the Release, until the earlier of the
(A) Expiration Date or (B) ninetieth (90 th ) day following your termination of
employment. Any Options that were not vested as of the date your
employment terminated shall automatically be forfeited and
cancelled on such date.
|
3
<<br>
|
