This Stock
Option Agreement (this “Agreement”) is made as of
by Bowne & Co., Inc., a Delaware corporation (the
“Company”), and
(the “Optionee”), whose address is in care of Bowne
& Co., Inc., pursuant to the 1999 Incentive Compensation Plan
of the Company (the “Plan”). The terms of the Plan are
incorporated herein by reference, and terms defined in the Plan
have the same meanings in this Agreement unless the context
otherwise requires.
Option
Grant, Number of Underlying Shares and Exercise Price
. The Company hereby awards to
Optionee an option (the “Option”) to acquire
shares of the Company’s common stock (the
“Stock”), at an exercise price of $
per share (the “Exercise Price”), subject to the terms
and conditions set forth in this Agreement and the Plan. The number
of shares subject to the Option, the exercise price, and other
Option terms are subject to adjustment in accordance with the Plan.
The Option is an incentive stock option under Section 422 of
the Internal Revenue Code to the maximum extent possible, and any
portion that does not so qualify is a non-qualified stock
option.
Dates
Exercisable and Termination Date. Optionee may purchase 25% of the aforesaid
shares only on or after the first anniversary of the date hereof,
25% of the aforesaid shares only on or after the second anniversary
of the date hereof, 25% of the aforesaid shares on the third
anniversary, and the remaining 25% of the fourth anniversary of the
grant date (except as provided below under the caption “
Optionee’s Agreement to SERP Modifications ”);
provided, however, that the Option will be exercisable immediately
upon a Change in Control. In no event may this Option be exercised
after December 9, 2015 (the “Termination
Date”).
Non-Transferability. The Option shall, during Optionee’s
lifetime, be exercisable only by him or her, and neither it nor any
right hereunder shall be transferable otherwise than by will or the
laws of descent and distribution or be subject to attachment,
execution or other similar process. In the event of any attempt by
Optionee to alienate, assign, pledge, hypothecate or otherwise
dispose of this Option or of any other right hereunder, except as
provided for in the Plan, or in the event of any levy or any
attachment, execution or similar process upon the rights or
interest hereby conferred, the Committee may terminate this Option
by notice to Optionee and it shall thereupon become null and
void.
Termination
of Employment . If, prior
to the Termination Date, Optionee shall cease to be employed by the
Company or a subsidiary thereof, otherwise than by reason of
Retirement (as defined herein), disability or death, the Option
shall remain exercisable until the Termination Date or until the
date three months after the date of cessation of employment,
whichever occurs first, to the extent it was exercisable at the
time of cessation of employment, whereupon the Option shall
terminate together with all of Optionee’s rights
hereunder.
If, prior to
the Termination Date, Optionee shall cease to be employed by the
Company or a subsidiary thereof by reason of a Retirement, the
Option shall not be forfeited, but shall remain outstanding until
the Termination Date (except as otherwise limited under the Plan or
this Agreement. For purposes of this Agreement,
“Retirement” or “Retired” shall mean a
termination of Optionee’s employment with the Company or a
subsidiary after Optionee has attained age 65
- 1 -
|
