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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
”):
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| Name of
Participant: |
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| Total Number
of Shares Subject to Option: |
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| Type of
Option: |
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Nonqualified Stock Option (“ NQSO
”) |
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| Option
Exercise Price Per Share: |
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| Effective
Date of Grant (“ Grant Date ”): |
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| Vesting
Schedule: |
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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: |
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Date |
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Percentage of Shares
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Second anniversary of Grant Date |
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40% |
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Third
anniversary of Grant Date |
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20% |
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Fourth
anniversary of Grant Date |
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20% |
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Fifth
anniversary of Grant Date |
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20% |
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| Expiration: |
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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:
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SENSUS METERING SYSTEMS
(BERMUDA 1) LTD.
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By:
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Date:
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Title:
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Address:
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Date:
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3
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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