Exhibit 10.1
Prudential Financial, Inc.
Executive Stock Option Program
Grant Acceptance Agreement
You have been granted Xxx options (each an
“option”) to purchase Xxx shares of Prudential
Financial, Inc. Common Stock (“shares”).
Vesting Dates:
Xx options on February 8, 2006
Xx options on February 8, 2007
Xx options on February 8, 2008
Grant price: $XX.XX per share
Expiration: February 8, 2015
(the tenth anniversary of the grant
date)
See the brochure entitled 2005 Long-Term
Incentive Program (“Brochure”) for more information
about this grant. This Grant Acceptance Agreement
(“Agreement”) and the Brochure are subject to the
terms, conditions and restrictions contained in the Prudential
Financial, Inc. Omnibus Incentive Plan (“Plan”)
document. Except as specified otherwise, this Agreement and the
Brochure are not a substitute for the official Plan document, which
governs the operation of the Plan. Also, this is not a stock
certificate or negotiable instrument.
Your eligibility for the 2005 Long-Term
Incentive Program, the benefits provided by this program and all
other terms and conditions of the program and any long-term grant
of stock options will be determined pursuant to and are governed by
the provisions of the Plan document, including decisions of the
Compensation Committee provided for in the Plan document. If there
is any discrepancy between the information in this grant or in the
Brochure and the Plan Document, or if there is a conflict between
information discussed by anyone acting on behalf of Prudential
Financial, Inc. (“Prudential”) and the actual Plan
document, the Plan document, as interpreted by the Compensation
Committee or its delegate, in its sole discretion, will always
govern.
Nothing contained in this Agreement or the
Brochure is intended to constitute or create a contract of
employment nor shall it constitute or create the right to remain
associated with or in the employ of Prudential for any particular
period of time. Employment with Prudential is employment at will,
which means that either you or Prudential may terminate the
employment relationship at any time, with or without cause or
notice.
These stock options are neither transferable nor
assignable.
Cash Exercise
– lets you receive stock,
after paying the grant price, applicable taxes and fees, in
cash.
Same Day Sale
– lets you receive cash, after
paying the grant price, applicable taxes and fees, without paying
cash out of your pocket.
Sell to Cover
– lets you exercise your
options and receive stock after paying the grant price, applicable
taxes and fees, without paying cash out of your pocket.
One or more of these Exercise
Methods may not be available to you should Prudential determine
that its availability will or could violate the terms of any
relevant law or regulation.
Prudential/your employer shall have
the right to deduct and report taxes (federal, state, local or
social insurance taxes) or other obligations required to be
withheld by law on options from any stock or cash payments or
distributions made to you. Prudential/your employer may defer
issuance of shares upon the exercise of any options until such
withholding is satisfied. You will be fully responsible for
satisfying your tax responsibility, if any.
You will have until February 8,
2015 (the tenth anniversary of the grant date) to exercise your
options, unless your employment ends during the option term. See
the Brochure for more information on the Plan terms regarding the
effect termination of employment will have on your
options.
Prudential makes no representation
as to the value of these options or whether you will be able to
realize any profit based on any award of options to you.
|
5.
|
Covenant Not
to Solicit; Other Terms and Restrictions
|
|
(a)
|
Restrictions
During Employment. You
agree that during your employment with Prudential or any of its
direct or indirect subsidiaries (the “Company Group”),
you shall not, other than on behalf of any member of the Company
Group, or as may otherwise be required in connection with the
performance of your duties on behalf of any member of the Company
Group, solicit or induce, either directly or indirectly, or take
any action to assist any entity, either directly or indirectly, in
soliciting or inducing any employee of the Company Group (other
than your administrative assistant) to leave the employ of the
Company Group (“Induce Departures”).
|
|
(b)
|
Terms and
Restrictions Upon Termination of Employment.
|
|
|
(1)
|
You agree that,
in the event of your termination of employment by Prudential or any
member of the Company Group, you will be entitled to the terms
provided in paragraph (2), below, but only if you execute and
submit by the date specified by Prudential, and do not later
revoke, either a Separation Agreement and General Release (in
connection with an involuntary termination for any reason other
than for Cause) or a General Release of Claims (in connection with
a voluntary termination) in a form and with terms and conditions
satisfactory to Prudential (hereafter referred to collectively as
the “Release”).
|