EXHIBIT 10.2
INCENTIVE STOCK OPTION AGREEMENT
GRANTED TO:
DATE OF GRANT:
GRANTED PURSUANT TO: General
Cable Corporation 2005 Stock Incentive Plan
NUMBER OF UNDERLYING
SHARES:
EXERCISE PRICE:
VESTING
SCHEDULE:
1. This Incentive Stock Option Agreement
(the “Agreement”) is made and entered into as of
(the “Date of
Grant”) between General Cable Corporation, a Delaware
corporation (the “Company”), and
, as a participant (the
“Participant”) in the General Cable Corporation 2005
Stock Incentive Plan (the “Plan”), a copy of which is
enclosed herewith. Capitalized terms not defined herein shall have
the meanings ascribed thereto in the Plan. It is the intent of the
Company and the Participant that the Option (as defined in
Paragraph 2 below) will qualify as an “incentive stock
option” under Section 422 of the Internal Revenue Code
of 1986, as amended from time to time.
2. The Participant is granted an option to
purchase shares of the Common
Stock of the Company (the “Option”). The Option is
granted as provided for under the Plan and is subject to the terms
and conditions set forth in the Plan, including, but not limited
to, Section 6(e) of the Plan, and this Agreement. The Option
granted hereunder is a matter of separate inducement and is not in
lieu of salary or other compensation for the Participant’s
services.
3.
The Option’s exercise price is $ per
share (the “Exercise Price”).
4. The Option shall become exercisable
according to the vesting schedule set forth above and shall remain
exercisable, subject to Paragraph 5 below, until (i) an
expiration date resulting from the termination of the
Participant’s employment in accordance with Section 14
of the Plan, or (ii) a date established by the Committee within
60 days upon the occurrence of the Change in Control of the
Company in accordance with Section 13(a) or 13(c) of the
Plan.
5. The Option, unless sooner terminated or
exercised in full, shall expire on the tenth anniversary of the
Date of Grant and, notwithstanding anything herein to the contrary,
no portion of the Option may be exercised after such
date.
6. During the Participant’s lifetime,
the Option shall not be subject in any manner to alienation,
anticipation, sale, assignment, pledge, encumbrance or other
transfer and shall be exercisable only by the Participant. Upon the
death of the Participant, (i) the Option shall be exercisable
only by the executor or administrator of the estate of the deceased
Participant or the person or persons to whom the deceased
Participant’s rights with respect to the Option shall pass by
will or the laws of descent and distribution and (ii) the
Option shall be exercisable in accordance with Section 14 of
the Plan.
7. The Participant may exercise the Option
regardless of whether any other option that the Participant has
been granted by the Company remains unexercised. In no event may
the Participant exercise the Option for a fraction of a share or
for the lesser of 100 shares or the remaining exercisable
shares.
8. Any notice of exercise of the Option
shall be in writing addressed to the Corporate Secretary of the
Company at the principal place of business of the Company,
specifying the Option being exercised and the number of shares to
be purchased. The Option’s Exercise Price shall be paid by
the Participant on the date the Option is exercised in accordance
with Section 6(c) of the Plan. Any shares of Common Stock delivered
in payment of the
