Exhibit
10.2
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Stock Option
Grant Agreement
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1.
Grant of
Options. The
Management Development and Compensation Committee of the Board of
Directors ("Committee") of the General Electric Company ("Company")
has granted Options to the individual named in this Grant Agreement
("Grantee"). Each Option entitles the Grantee to purchase from the
Company one share of General Electric Company common stock, par
value $0.06 per share, at the Option Exercise Price in accordance
with the terms of this Grant, the GE 2007 Long Term Incentive Plan
("Plan"), and any rules and procedures adopted by the
Committee.
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2.
Exercisability and
Expiration Date. Options shall become exercisable only at and
after the Exercisable Dates, and shall expire on the Expiration
Date, except as follows:
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a. Employment Termination Due to
Death. If the Grantee's service with the
Company or any of its affiliates terminates as a result of the
Grantee's death, then any unexercisable Options shall become
immediately exercisable, and any unexercised Options shall expire
on the Expiration Date, provided however, that if the Expiration
Date is less than 2 years after the Grantee's death, then the
Options shall not expire until 2 years after the Grantee's
death.
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b. Employment Termination Due to Transfer of
Business to Successor Employer. If the
Grantee's service with the Company or any of its affiliates
terminates as a result of employment by a successor employer to
which the Company has transferred a business operation, then any
unexercisable Options shall become immediately exercisable, and any
unexercised Options shall expire 5 years after termination of
service or on the Expiration Date, whichever date occurs first,
provided however, that if the Grantee dies less than 2 years before
the earlier of such dates, then the Options shall not expire until
2 years after the Grantee's death.
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c. Employment Termination Less Than One Year After
Grant Date. If the Grantee's service with the
Company or any of its affiliates terminates for any reason other
than death or due to transfer of business to successor employer
before the first anniversary of the Grant Date, then all
unexercised Options, whether or not exercisable on the date of
termination, shall immediately expire upon such
termination.
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d. Employment Termination More Than One Year After
Grant Date. If, on or after the first
anniversary of the Grant Date, the Grantee's service with the
Company or any of its affiliates terminates as a result of any of
the reasons set forth below, each as defined below or determined in
accordance with rules adopted by the Committee, then the
Exercisable Dates and Expiration Date shall be automatically
adjusted as provided below:
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(i)
Termination for
Retirement or Total Disability. If (a) the
Grantee is a participant in the U.S. GE Pension Plan and Grantee's
service with the Company or any of its affiliates terminates as a
result of retirement under the U.S. GE Pension Plan, or (b) the
Grantee is not a participant in the U.S. GE Pension Plan and
Grantee's service with the Company or any of its affiliates
terminates as a result of retirement under another retirement plan
or program of the Company or any of its affiliates on or after
Grantee has attained age 60 and accumulated 5 or more years of
combined service with the Company and any of its affiliates, or (c)
the Grantee's service with the Company or any of its affiliates
terminates as a result of a total disability, i.e., the inability
to perform any job for whic
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