Exhibit 10.3
ALLISON TRANSMISSION HOLDINGS, INC. 2015 EQUITY INCENTIVE AWARD PLAN
STOCK OPTION GRANT NOTICE
Allison Transmission Holdings, Inc., a Delaware corporation, (the “Company”), pursuant to its 2015 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of Common Stock (“Stock”) set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
Participant:
Grant Date:
Exercise Price per Share: $
Total Exercise Price: $
Total Number of Shares
Subject to the Option: shares
Expiration Date:
Vesting Schedule: [To be specified in individual agreements]
Type of Option: Non-Qualified Stock Option
By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice and fully understands all provisions of the Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Grant Notice or the Agreement.
ALLISON TRANSMISSION HOLDINGS, INC. PARTICIPANT
By: | By: | ||
Print Name: | Print Name: | ||
Title: |
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EXHIBIT A
TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT
Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of shares of Stock set forth in the Grant Notice.
ARTICLE 1. GENERAL
ARTICLE 2.
GRANT OF OPTION
ARTICLE 3.
PERIOD OF EXERCISABILITY
A-1
As used in this Agreement, “Retirement” shall mean Participant’s voluntary Termination of Service on or after the date on which Participant satisfies the definition of “Retirement” in the Company’s Retirement Policy applicable to Participant.
A-2
As used in this Agreement, “Cause” shall mean (a) the Board’s determination that Participant failed to substantially perform his or her duties (other than any such failure resulting from Participant’s disability);
(b) the Board’s determination that Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (c) Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony, indictable offense or crime involving moral turpitude; (d) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its Subsidiaries’) premises or while performing Participant’s duties and responsibilities; or (e) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries. Notwithstanding the foregoing, if Participant is a party to a Relevant Agreement, then “Cause” shall be as such term is defined in the applicable Relevant Agreement.
Participant;
A-3
ARTICLE 4.
EXERCISE OF OPTION
A-4
Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
A-5
ARTICLE 5.
OTHER PROVISIONS
A-6
A-7
A-8
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A-9