This
Stock Option Agreement (“Agreement”) is made as of
«Date_of_Grant», by Bowne & Co., Inc., a
corporation organized under the laws of the State of Delaware (the
“Company”), and «Name»
(“Optionee”), whose address is in care of Bowne &
Co., Inc., pursuant to the 2000 Stock Incentive Plan of the
Company, amended and restated as of December 31, 2008 (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. If there
is any conflict between the provisions of this document and
mandatory provisions of the Plan, the provisions of the Plan
govern. By accepting this grant Optionee agrees to be bound by all
of the terms and provisions of the Plan (as presently in effect or
later amended), the rules and regulations under the Plan adopted
from time to time, and the decisions and determinations of the
Compensation and Management Development Committee of the
Company’s Board of Directors (the “Committee”)
made from time to time.
Option
Grant, Number of Underlying Shares and Exercise Price
. The Company hereby awards to
Optionee an option (the “Option”) to acquire
«Recommended_Options_» shares of the
Company’s common stock (the “Stock”) at an
exercise price of «Price» per share (the
“Exercise Price”), which shall not be less than Fair
Market Value on the Grant Date 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 a non-qualified stock option and not an incentive stock option
under Section 422 of the Internal Revenue Code.
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% on the second anniversary of the date hereof, 25% on the third
anniversary of the date hereof, and the remaining 25% of the
aforesaid shares only on or after the fourth anniversary of the
date hereof; provided, however, that the Option will be exercisable
immediately upon a Change in Control. In no event may this Option
be exercised after «Expiration_Date» (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.
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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 shal
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