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Exhibit 10.9
FORM OF STANCORP FINANCIAL GROUP,
INC.
2002 STOCK INCENTIVE
PLAN
NON-STATUTORY STOCK OPTION
AGREEMENT
THIS AGREEMENT is made between
StanCorp Financial Group, Inc., an Oregon corporation (the
“Company”), and
(the “Optionee”), pursuant to the Company’s 2002
Stock Incentive Plan (the “Plan”). The Company and the
Optionee agree as follows:
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1.
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The Company
hereby grants to the Optionee on the terms and conditions of this
Agreement, the right and option (the “Option”) to
purchase all or any part of
shares (the “Shares”) of the Company’s common
stock at a purchase price of $
per share. The Option is not intended to be an incentive stock
option, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, and therefore is a Non-Statutory Stock
Option.
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2.
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The terms and
conditions of the Plan, a copy of which is attached hereto, are
hereby incorporated into and made a part of this
Agreement.
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3.
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The Vesting
Reference Date for this Option is
. Until this Option expires or is earlier terminated as provided in
the Plan, the Option may be exercised from time to time to purchase
shares as to which it has become exercisable. This Option shall
become exercisable in four equal installments on the first four
anniversaries of the Vesting Reference Date.
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4.
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The Grant Date
for this Option is
.Unless earlier terminated as provided in the Plan, this Option
shall continue in effect for ten (10) years from the Grant
Date, and therefore shall expire if not exercised on or before
.
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5.
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The Option may
not be assigned or transferred by the Optionee, either voluntarily
or by operation of law, except by will or by the laws of descent
and distribution of the state or country of the
Optionee&rsqu
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