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SENSUS METERING SYSTEMS 2007 STOCK OPTION PLAN NOTICE OF STOCK OPTION GRANT

Option Agreement

SENSUS METERING SYSTEMS 

2007 STOCK OPTION PLAN 

NOTICE OF STOCK OPTION GRANT | Document Parties: Related Companies | Sensus Metering Systems (Bermuda 1) Ltd You are currently viewing:
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Title: SENSUS METERING SYSTEMS 2007 STOCK OPTION PLAN NOTICE OF STOCK OPTION GRANT
Governing Law: New York     Date: 7/26/2007

SENSUS METERING SYSTEMS 

2007 STOCK OPTION PLAN 

NOTICE OF STOCK OPTION GRANT, Parties: related companies , sensus metering systems (bermuda 1) ltd
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Exhibit 10.2

Notice of Stock Option Grant

SENSUS METERING SYSTEMS

2007 STOCK OPTION PLAN

NOTICE OF STOCK OPTION GRANT

FOR OFFICERS, EMPLOYEES AND EMPLOYEE DIRECTORS—NQSO

You (the “ Participant ”) have been granted the following option (“ Option ”) to purchase Class B Common Shares of Sensus Metering Systems (Bermuda 1) Ltd. (the “ Company ”), par value US$0.01 per share (the “ Shares ”), pursuant to the Sensus Metering Systems 2007 Stock Option Plan (the “ Plan ”):

 

Name of Participant:    [                            ]
Total Number of Shares Subject to Option:    [                            ]
Type of Option:    Nonqualified Stock Option (“ NQSO ”)
Option Exercise Price Per Share:    [                            ]
Effective Date of Grant (“ Grant Date ”):    [                            ]
Vesting Schedule:    Subject to the terms of the Plan and the attached Nonqualified Stock Option Agreement (the “ Agreement ”), provided your employment with the Company and the Related Companies has not terminated on or prior to such date(s), the right to exercise this Option shall vest as follows:
   Date             Percentage of Shares         
   Second anniversary of Grant Date    40%
   Third anniversary of Grant Date    20%
   Fourth anniversary of Grant Date    20%
   Fifth anniversary of Grant Date    20%
Expiration:    [                            ]

 


   This Option may expire earlier upon termination of employment with the Company and the Related Companies as provided in the Plan or the Agreement.

Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Plan.

By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Plan and the Nonqualified Stock Option Agreement, both of which are attached to and made a part of this document.

[ Signature page follows ]

 

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PARTICIPANT:

    

SENSUS METERING SYSTEMS (BERMUDA 1) LTD.

        

By:

      

Date:

          

Title:

      

Address:

          

Date:

      
             
             

 

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SENSUS METERING SYSTEMS (BERMUDA 1) LTD.

NONQUALIFIED STOCK OPTION AGREEMENT

FOR OFFICERS, EMPLOYEES AND EMPLOYEE DIRECTORS

1. Grant of Option

(a) On the terms and conditions set forth in the Notice of Stock Option Grant (the “ Grant Notice ”) attached hereto and this Nonqualified Stock Option Agreement (the “ Agreement ”), the Company grants to the Participant on the Grant Date specified in the Grant Notice the option (the “ Option ”) to purchase at the Option Exercise Price specified in the Grant Notice the number of Shares set forth in the Grant Notice. The Option Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Grant Date (or 110% of Fair Market Value per Share if the Participant is a 5% Owner).

(b) The Option is granted pursuant to the Plan, a copy of which the Participant acknowledges having received. All terms, provisions and conditions applicable to the Option set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined in Section 9 hereof or elsewhere herein shall have the meanings ascribed to them in the Plan.

2. Limitations on Transfer of Options; Management Shareholders Agreement

(a) The Option shall be subject to the limitations on transfer set forth in Section 5.7 of the Plan.

(b) The issuance of any Shares pursuant to any exercise of the Option provided for hereby is conditioned upon the Participant’s execution and delivery of the Management Shareholders Agreement, and no such issuance shall be made prior to such execution and delivery. All Shares issued pursuant to any exercise of the Option shall be subject to the limitations on transfer and other restrictions set forth in the Management Shareholders Agreement.

3. Right to Exercise; Procedure for Exercise

(a) The Option may be exercised, in whole or in part, prior to expiration to the extent it is vested. The Grant Notice contains the Option vesting schedule (the “ Vesting Schedule ”). In accordance with the Grant Notice, in the event of the termination of the Participant’s employment with the Company and the Related Companies, the Option shall not vest with respect to any further Shares beyond those with respect to which it has vested as of the effective date of such termination of employment.

(b) Notwithstanding Section 3(a) , the Option will become fully vested upon the consummation of a sale of all of the shares or all or substantially all of the assets of the Company, whether by sale, merger, amalgamation, combination, consolidation or similar business transaction.

 

 


(c) The exercise procedures set forth in Section 5.6 of the Plan shall govern the exercise of the Option.

4. Term and Expiration

(a) Basic Term . Subject to earlier termination pursuant to the terms hereof, the Option shall expire on the expiration date set forth in the Grant Notice, which date is 10 years after the Effective Date of Grant (5 years after the Effective Date of Grant if the Participant is a 5% Owner).

(b) Expiration Following Termination for Cause, Material Breach or Unsatisfactory Performance or Voluntary Termination Before the Second Anniversary of this Agreement . If Participant’s employment with the Company and the Related Companies is terminated (x) at any time by the Company or a Related Company for Cause, Material Breach or Unsatisfactory Performance or (y) by Participant pursuant to a Voluntary Termination prior to the second anniversary of this Agreement, the Option shall terminate and cease to be exercisable, whether or not vested, upon the effective date of such termination.

(c) Expiration Following Termination for Other Than Cause, Material Breach or Unsatisfactory Performance; Voluntary Termination After the Second Anniversary of this Agreement]; or Termination Following Material Reduction . If Participant’s employment with the Company and the Related Companies is terminated (x) at any time by the Company or a Related Company for no reason or any reason other than Cause, Material Breach or Unsatisfactory Performance or (y) by Participant pursuant to a Voluntary Termination after the second anniversary of this Agreement, or following a Material Reduction, the Option shall, subject to the vesting requirements and provisions set forth in Section 3 , remain exercisable for a period of six months following the effective date of such termination, after which time the Option shall terminate and cease to be exercisable, whether or not vested.

(d) Exercise Following Death of Participant . If the Participant dies after termination of his or her employment with the Company and the Related Companies, but before the expiration of the Option, all or part of the Option may be exercised (prior to expiration) by the personal representative of the Participant or by any person who has acquired this Option directly from the Participant by will, bequest or inheritance, but only to the extent that the Option was vested and exercisable upon termination of the Participant’s employment.

(e) Termination of Unvested Option . In the event that the Option is not exercisable in respect of any Shares prior to the effective date of termination of a Participant’s employment with the Company or a Related Company, the Option shall thereupon expire and be terminated.

5. Company’s Right to Repurchase Shares . Anything to the contrary herein notwithstanding, in the event that the (x) Committee determines that the Participant has engaged in conduct in violation of this Agreement, or (y) Participant’s employment with the Company and the Related Companies has been terminated, all or any portion of any Shares issued to the Participant upon exercise of the Option shall be subject to repurchase as described in this Section 5 . The purchase price for any Shares to be purchased pursuant to this Section 5 is

 

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payable, at the option of the Company, in cash, Three Year Junior Notes or a combination thereof.

(a) Call of Shares Upon Termination for Cause, Material Breach or Unsatisfactory Performance or Voluntary Termination Prior to the Third Anniversary of this Agreement . If Participant’s employment with the Company and the Related Companies is terminated (x) at any time by the Company or a Related Company for Cause, Material Breach or Unsatisfactory Performance or (y) by Participant pursuant to a Voluntary Termination prior to the third anniversary of this Agreement, subject to applicable law including the Companies Act of 1981 of Bermuda, the Company may repurchase all or any portion of any Shares issued to the Participant upon exercise of the Option at a price per share equal to the lower of the Exercise Price per Share paid by the Participant or the then current Fair Market Value of the Shares.

(b) Call of Shares Upon Termination for Other Than Cause, Material Breach or Unsatisfactory Performance; Voluntary Termination after the Third Anniversary of this Agreement; or Termination Following Material Reduction . If Participant’s employment with the Company and the Related Companies is terminated (x) at any time by the Company and the Related Companies for no reason or any reason other than Cause, Material Breach or Unsatisfactory Performance or (y) by Participant pursuant to a Voluntary Termination after the third anniversary of this Agreement, or following a Material Reduction, subject to applicable law, including the Companies Act of 1981 of Bermuda, the Company may repurchase all or any portion of any Shares issued to the Participant upon exercise of the Option at a purchase price per share equal to the Repurchase Price per Share.

(c) Expiration of Repurchase Option . If the Company does not deliver to the Participant a written notice (a “ Call Notice ”) of its intention to exercise the call rights set forth in this Section 5 within six months of the later of termination of employment of a Participant or violation of this Agreement by the Participant, as applicable, or the date of issuance of the Shares with respect to which any such call right is exercised, such call rights will expire. This Section 5 shall terminate upon the consummation of a sale of all of the capital stock or all or substantially all of the assets of the Company, whether by sale, merger, amalgamation, combination, consolidation or similar business transaction.

(d) Restrictions on Payments by the Company . Notwithstanding anything to the contrary contained in this Agreement, all repurchases pursuant to this Section 5 , including issuances of and payments by the Company on the Three Year Junior Notes, shall be subject to (i) applicable restrictions contained in any applicable law, (ii) restrictions contained in the Company’s and its subsidiaries’ debt and equity financing agreements, including the Credit Agreement and the Indenture, each as amended and in effect from time to time, and any Senior Indebtedness (as defined in the Three Year Junior Notes) and (iii) the availability of cash to make any lump sum cash payments. If any such restrictions or unavailability prohibit the repurchase of Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

(e) Timing Considerations . In the event the Company makes payments in cash pursuant to the provisions of this Section 5 , such payments will be made within 90 days of the

 

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date of the call. In the event that the Company makes payments in Three Year Junior Notes, such notes will be executed and delivered within 90 days of the date of the call.

6. Non-Competition/Non-Disclosure Provisions .

(a) Non-Competition . In consideration of this Agreement, the Participant covenants and agrees that during the period the Participant is an officer, director or employee of the Company or its Related Companies and the Restricted Period, the Participant shall not, subject to this Section 6 , without the express written approval of the Board of Directors of the Company, directly or indirectly, in one or a series of transactions, own, manage, operate, control, invest or acquire an interest in, whether as a proprietor, partner, shareholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, or otherwise engage or participate in, whether as a proprietor, partner, shareholder, member, lender, director, officer, employee, joint venturer, investor, lessor, supplier, customer, agent, representative or other participant, any business which competes, directly or indirectly, with the Business in the Market (a “ Competitive Business ”) without regard to (i) whether the Competitive Business has its office, manufacturing or other business facilities within or without the Market, (ii) whether any of the activities of the Participant referred to above occur or are performed within or without the Market or (iii) whether the Participant resides, or reports to an office, within or without the Market; provided , however , that (x) the Participant may, anywhere in the Market, directly or indirectly, in one or a series of transactions, own, invest or acquire an interest in up to two percent (2%) of the capital stock of a corporation whose capital stock is traded publicly, and that (y) the Participant may accept employment with a successor company to the Company.

(b) Non-Solicitation . If a Participant’s employment is terminated, then, subject to this Section 6 , the Participant shall not during the Restricted Period and thereafter (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, shareholder, member, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, customer, supplier, agent, representative or any other person which has a business relationship with the Company or its Related Companies or had a business relationship with the Company or its Related Companies within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce or modify such employment, agency or business relationship with the Company or its Related Companies, or (ii) employ or seek to employ or cause any Competitive Business to employ or seek to employ any person or agent who is then (or was at any time within twelve (12) months prior to the date the Participant or the Competitive Business employs or seeks to employ such person) employed or retained by the Company or its Related Companies. Notwithstanding the foregoing, nothing herein shall prevent the Participant from providing a letter of recommendation to an employee with respect to a future employment opportunity.

(c) Non-Disclosure . The Participant further agrees, during and after his employment with the Company and its Related Companies, the Restricted Period and thereafter, that the Participant will not, directly or indirectly in one or a series of transactions disclose to any person or use or otherwise exploit for the Participant’s own benefit or for the benefit of anyone other than the Company or its subsidiaries any Confidential Information (as defined below) whether prepared by the Participant or not provided , however , that any Confidential Information may be

 

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