ITT CORPORATION
2003 EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AWARD AGREEMENT (Non Band A)
THIS AGREEMENT
(the “Agreement”), effective as of the XX day of ___,
20XX, by and between ITT Corporation (the “Company”)
and name (the “Optionee”),
WITNESSETH:
WHEREAS, the
Optionee is now employed by the Company or an Affiliate (as defined
in the Company’s 2003 Equity Incentive Plan, as amended and
restated as of March 1, 2008 (the “Plan”)) as an
employee, and in recognition of the Optionee’s valued
services, the Company, through the Compensation and Personnel
Committee of its Board of Directors (the “Committee”),
desires to provide an opportunity for the Optionee to acquire or
enlarge stock ownership in the Company, pursuant to the provisions
of the Plan.
NOW, THEREFORE,
in consideration of the terms and conditions set forth in this
Agreement and the provisions of the Plan, a copy of which is
attached hereto and incorporated herein as part of this Agreement,
and any administrative rules and regulations related to the Plan as
may be adopted by the Committee, the parties hereto hereby agree as
follows:
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1.
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Grant of Options
. In accordance with,
and subject to, the terms and conditions of the Plan and this
Agreement, the Company hereby confirms the grant on (month, day,
year) (the “Grant Date”) to the Optionee of the option
to purchase from the Company all or any part of an aggregate of
X,XXX shares of common stock of the Company (the
“Option”), at the purchase price of $XX.XX per share
(the “Option Price” or “Exercise Price”).
The Option shall be a Nonqualified Stock Option.
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2.
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Terms and Conditions
. It is understood and
agreed that the Option is subject to the following terms and
conditions:
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(a)
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Expiration Date
. The Option shall
expire on (month, day, year) or, if the Optionee’s employment
terminates before that date, on the date specified in subsection
(e) below.
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(b)
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Exercise of Option
. The Option may not be
exercised until it has become vested.
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(c)
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Vesting . Subject to subsections 2(a) and
2(e), the Option shall vest in three installments as
follows:
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(i)
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1/3
of the Option shall vest on (month, day, year),
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(ii)
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1/3
of the Option shall vest on (month, day, year), and
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(iii)
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1/3
of the Option shall vest on (month, day year);
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2009 Option
Agreement-Final-DLB03-09 General-Filed
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Subject to subsections 2(a) and
2(e), to the extent not earlier vested pursuant to paragraphs (i),
(ii), and (iii) of this subsection (c), the Option shall vest
in full upon an Acceleration Event (as defined in the
Plan).
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(d)
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Payment of Exercise Price and Tax
Withholding . Permissible methods for payment
of the Exercise Price and for satisfaction of tax withholding
obligations upon exercise of the Option shall be as described in
Section 6.6 and Article 14 of the Plan, or, if the Plan
is amended, successor provisions. In addition to the methods of
exercise permitted by Section 6.6 of the Plan, the Optionee
may exercise the Option by way of a broker-assisted cashless
exercise in a manner consistent with the Federal Reserve
Board’s Regulation T, unless the Committee determines
that such exercise method is prohibited by law.
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(e)
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Effect of Termination of
Employment .
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If
the Optionee’s employment terminates before (month, day, year
— option expiration date), the Option shall expire on the
date set forth below, as applicable:
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(i)
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Termination Due to Death
. If the
Optionee’s employment is terminated as a result of the
Optionee’s death, the Option shall expire on the earlier of
(month, day, year — option expiration date), or the date
three years after the termination of the Optionee’s
employment due to death. If all or any portion of the Option is not
vested at the time of the Optionee’s termination of
employment due to death, the Option shall immediately become 100%
vested.
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(ii)
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Termination Due to
Disability .
If the Optionee’s employment is terminated as a result of the
Optionee’s Disability (as defined below), the Option shall
expire on the earlier of (month, day, year — option
expiration date), or the date five years after the termination of
the Optionee’s employment due to Disability. If all or any
portion of the Option is n
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