EXHIBIT 10.11
Tyco Electronics Ltd.
2007 Stock and Incentive Plan
TERMS AND
CONDITIONS
OF
OPTION AWARD
OPTION AWARD made
as of
,
2007.
1.
Grant of Option. Tyco Electronics Ltd. (the
“Company”) has granted you an Option to purchase Shares
of Common Stock, the number of which is set forth in a separate
grant notification letter (“Grant Letter”), subject to
the provisions of this Award Agreement. This Option is a
Non-Qualified Option.
2.
Exercise Price. The purchase price of the Shares covered by
the Option is set forth in your Grant Letter.
3.
Vesting. The Option will become exercisable in cumulative
installments as follows: one fourth (1/4) of the Shares specified
in your Grant Letter, one (1) year from the Grant Date (as set
forth in your Grant Letter); an additional one fourth (1/4) of the
Shares, two (2) years from the Grant Date; an additional one fourth
(1/4) of the Shares, three (3) years from the Grant Date; and the
remaining one fourth (1/4), four (4) years from the Grant Date.
Your vested right will be calculated on the anniversary of the
Grant Date. If you terminate employment before full vesting, you
will forfeit the unvested portion of the Option and, subject to
Section 12, you may exercise the vested portion of the Option until
the earlier of (a) the date described in Section 4 below, or (b) 90
days after your Termination of Employment. However, if your
Termination of Employment is as a result of your Normal Retirement
(Termination of Employment on or after age 60 if the sum of your
age and years of service with the Company is at least 70),
Retirement (Termination of Employment on or after age 55 if the sum
of your age and years of service with the Company is at least 60),
Death, Disability, Change in Control, or Divestiture or Outsourcing
Agreement, this Option will become vested and exercisable in
accordance with the provisions of Section 7, 8 or 9, as
applicable.
4.
Term of Option. Unless the Option has been terminated or
cancelled, the Option must be exercised before the close of the New
York Stock Exchange (“NYSE”) on the day prior to the 10
th anniversary of the Grant Date. If the NYSE is not
open for business on the expiration date specified, the Option will
expire at the close of the NYSE’s next business day.
5.
Payment of Exercise Price. To exercise the Option, you must
pay the Exercise Price for each Share as set forth in the Grant
letter. You may pay the Exercise Price in cash, or by certified
check, bank draft, wire transfer or postal or express money order.
You may also pay the Exercise Price by using one or more of the
following methods: (i) delivering to the Company or its agent a
properly executed exercise notice, together with irrevocable
instructions to a broker to deliver promptly (within the typical
settlement cycle for the sale of equity securities on the relevant
trading market, or otherwise in accordance with Regulation T issued
by the Federal Reserve Board) to the Company sale or loan proceeds
adequate to satisfy the portion of the
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Exercise Price
being so paid; (ii) if expressly approved by the Committee,
tendering to the Company (by physical delivery or attestation) or
its agent certificates of Common Stock that you have held for six
(6) months or longer (unless the Committee, in its discretion,
waives this 6-month period) and that have an aggregate Fair Market
Value as of the day prior to the date of exercise equal to the
portion of the Exercise Price and any applicable taxes being so
paid; or (iii) if such form of payment is expressly authorized by
Board or Committee, instructing the Company to withhold Shares that
would otherwise be issued were the Exercise Price to be paid in
cash and that have an aggregate Fair Market Value as of the date of
exercise equal to the portion of the Exercise Price and any
applicable taxes being so paid. Notwithstanding the foregoing, you
may not tender any form of payment that the Company determines, in
its sole and absolute discretion, could violate any law or
regulation. You are not required to purchase all Shares subject to
the Option at one time, but you must pay the full Exercise Price
for all Shares that you elect to purchase before they will be
delivered.
6.
Exercise of Option. Subject to the terms and conditions of
this Award Agreement, the Option may be exercised by contacting UBS
Financial Services Inc. at 877-461-7802 if calling from within the
U.S. or 001-201-272-7684 if calling from outside the U.S., or such
other stock option administrator as is selected by the Company. If
the Option is exercised after your death, the Company will deliver
Shares only after the Committee or its designee has determined that
the person exercising the Option is the duly appointed executor or
administrator of your estate or the person to whom the Option has
been transferred by your will or by the applicable laws of descent
and distribution.
7.
Retirement, Disability or Death. Notwithstanding the vesting
and exercise provisions described in Section 3, the Option will
vest and remain exercisable as set forth below (or as set forth in
paragraph 8 or 9, as applicable), in the event of Retirement (as
defined in paragraph 3), Normal Retirement (as defined in paragraph
3), Disability or Death, subject however, to Section 12:
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Event
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Vesting
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Exercise
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Retirement (as
defined in paragraph 3)
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Unvested Awards are forfeited if you retire
from active employment less than 12 months after Grant Date. On or
after the first anniversary of Grant Date, a pro rata portion of
the Unvested Awards (rounded up or down to the nearest full year
increment), as determined based on the portion of the four
year vesting term that you have completed prior to Termination
(with an offset for shares previously vested) shall become
exercisable upon the earlier of the normal vesting schedule (as
listed in Section 3) or your Retirement.
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Vested Awards
expire on the earlier of (i) original expiration date described in
Section 4, or (ii) 3 years after Retirement.
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Normal Retirement
(as defined in paragraph 3)
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Notwithstanding
the terms of the Plan, Unvested Awards are forfeited if you retire
from active employment less than 12 months after Grant Date. On or
after the first anniversary of Grant Date, Unvested Awards become
fully exercisable upon the earlier of the original vesting schedule
(as listed in Section 3) or your Normal Retirement.
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Vested Awards
expire on the earlier of (i) original expiration date described in
Section 4, or (ii) 3 years after Normal Retirement.
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Disability or
Death
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Unvested Awards
become fully vested as of the Date of Termination
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Vested Awards
expire earlier of (i) original expiration date described in Section
4, or (ii) 3 years after Termination of Employment.
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8.
Change in Control. Notwithstanding the vesting and exercise
provisions described in Section 3, and subject to Section 5.4 of
the Plan, if your employment is terminated following a Change in
Control, as defined in the Plan, your Option will immediately
become fully vested, and you will be entitled to exercise the
Option until the earlier of (x) the original expiration date
described in Section 4 or (y) the third anniversary of your
Termination of Employment, provided that:
(a) your
employment is terminated by the Company or a Subsidiary for any
reason other than Cause, Disability or death in the twelve-month
period following the Change in Control; or
(b) you terminate
your employment with the Company or your employing Subsidiary
within the twelve-month period following the Change in Control as a
result of, and within 180 days following, the occurrence of one of
the following events:
i. the Company or your employing
Subsidiary (1) assigns or causes to be assigned to you duties
inconsistent in any material respect with your position as in
effect immediately prior to the Change in Control; (2) makes or
causes to be made any material adverse change in your position,
authority, duties or responsibilities; or (3) takes or causes to be
taken any other action which, in your reasonable judgment, would
cause you to violate your ethical or professional obligations
(after written notice of such judgment has been provided by you to
the Company and the Company has been given a 15-day period within
which to cure such action), or which results in a significant
diminution in such position, authority, duties or responsibilities;
or
ii. the Company or your employing
subsidiary, without your consent, (1) requires you to relocate to a
principal place of employment more than fifty (50) miles from your
existing place of employment; or (2) reduces your base salary,
annual bonus, or retirement, welfare, stock incentive, perquisite
(if any) and other benefits taken as a whole.
9.
Termination of Employment as a Result of Divestiture or
Outsourcing . Notwithstanding the vesting and exercise
provisions described in Section 3, and subject to Section 12, if
your Termination of Employment is as a result of a Disposition of
Assets, Disposition of a Subsidiary or Outsourcing Agreement, your
Option Award will vest on a pro-rata basis based on (i) the number
of whole months completed from Grant Date through the closing date
of the applicable transaction over the original number of months of
the vesting period, times (ii) the total number of shares awarded
under the Option minus (iii) the number of shares previously
vested. The vested portion of your Option Award will expire on the
earlier of the original expiration date of the Award described in
Section 4 or three (3) years after the date of your Termination of
Employment.
Notwithstanding
the foregoing, you shall not be eligible for such pro-rata vesting
and extended expiration date if, (i) your Termination of Employment
occurs on or prior to the closing date of such Disposition of
Assets or Disposition of a Subsidiary, as applicable, or on such
later date as
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