Exhibit 10.2
THE PHOENIX COMPANIES,
INC
NON-QUALIFIED STOCK OPTION
AGREEMENT
(PERFORMANCE AND SERVICE-VESTING
AWARDS)
1. The Phoenix Companies, Inc.
(“Company”) hereby grants to the Optionee named below
an option (“Option”) to purchase, in accordance with
and subject to the terms and restrictions of The Phoenix Companies,
Inc. Stock Incentive Plan (“Plan”), a copy of which has
been provided or made available to you and is made part hereof, the
number of shares of common stock, par value of $ .01 per share
(“Common Stock”) (“Shares”) of the Company
at the option price per share set forth below. This page is the
first page of The Phoenix Companies, Inc. Non-Qualified Stock
Option Agreement (“Agreement”) which describes your
rights with respect to the Options granted to you hereby and which
constitutes a legal agreement between you and the
Company.
1. Optionee Name:
Social
Security Number:
2. Type of Option:
Nonqualified Stock Option
3. Grant Date:
Number of
Shares Covered by Option:
Option Price
per Share:
4. Expiration Date:
5. Performance
Requirement*:
6. Vesting Date(s)*:
____ % on [Date]
____
% on [Date]
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*
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See Section B.
of this Agreement for a description of the interaction of the
Performance Requirement and the Vesting Date(s).
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IN WITNESS WHEREOF, both The Phoenix
Companies, Inc. and the Optionee agree to be bound by the terms and
provisions of this Agreement, as of the date noted
below.
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THE PHOENIX
COMPANIES, INC.
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By:
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Authorized
Officer
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Date:
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OPTIONEE:
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(Please sign
and return this page)
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1
AGREEMENT (continued)
A. Definition of Certain
Terms
Capitalized terms not otherwise
defined herein, have the meaning ascribed to them in the
Plan.
B. Terms and Conditions for
Exercising Option
Except as provided below, this
Option shall become exercisable to acquire Shares of Common Stock
in installments expressed as a percentage of the Number of Shares
Covered by this Option from and after the Vesting Date(s) of this
Option as outlined on page one of this Agreement, subject to the
achievement of the Performance Requirement set forth on page one.
Assuming that the Performance Requirement is met, the vesting
schedule is as follows: (1) [x] % upon the later of the [x]
anniversary of the Grant Date of the award and achievement of the
Performance Requirement; and (2) [x] % upon the later of the
[x] anniversary of the Grant Date and the achievement of the
Performance Requirement. The full Option award will be forfeited if
the Performance Requirement is not met by the Expiration Date. The
Option granted under this Agreement may not be exercised for less
than ten whole Shares, and no fractional shares will be issued at
any time.
C. Duration of Option
These provisions shall govern the
duration, even if any Plan provisions conflict with
them:
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(i)
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The Option
granted under this Agreement shall become immediately and fully
exercisable upon the Optionee’s death and be exercisable at
any time prior to the Expiration Date or within five years,
whichever period is shorter, assuming the relevant Performance
Requirement has been achieved at or prior to the date of
death.
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(ii)
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Upon the
Optionee’s “Approved Retirement” or
“Disability” as defined in the Plan, the Option granted
shall continue to vest and become exercisable at any time prior to
the Expiration Date or within five years, whichever period is
shorter, assuming the relevant Performance Requirement has been
achieved prior to the end of such period.
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(iii)
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Upon
termination of the Optionee’s employment in the event of
certain sales or divestitures as defined in the Plan, the Committee
may provide that the Option shall continue to vest and be
exercisable at any time prior to the Expiration Date or within
three years, whichever period is shorter, assuming the relevant
Performance Requirement has been achieved prior to the end of such
period.
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(iv)
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Upon
termination of employment or contractual relationship with the
Company or participating Subsidiary for any other reason, the
Optionee shall have a right to exercise an
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